{"id":39873,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/executive-employment-agreement-tyco-international-ltd-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-employment-agreement-tyco-international-ltd-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-employment-agreement-tyco-international-ltd-and.html","title":{"rendered":"Executive Employment Agreement &#8211; Tyco International Ltd. and Edward D. Breen"},"content":{"rendered":"<pre>                          EXECUTIVE EMPLOYMENT AGREEMENT\n \n    EMPLOYMENT AGREEMENT (the \"Agreement\") dated as of July 25, 2002 (the\n\"Effective Date\"), between Tyco International Ltd., a Bermuda corporation (the\n\"Company\"), and Edward D. Breen (the \"Executive\").\n \n                              W I T N E S S E T H\n \n    WHEREAS, the Company desires to employ the Executive as Chairman, President\nand Chief Executive Officer of the Company;\n \n    WHEREAS, the Company and the Executive desire to enter into the Agreement as\nto the terms of his employment by the Company;\n \n    NOW THEREFORE, in consideration of the foregoing, of the mutual promises\ncontained herein and of other good and valuable consideration, the receipt and\nsufficiency of which are hereby acknowledged, the parties hereto hereby agree as\nfollows:\n \n    1.  POSITION\/DUTIES.\n \n    (a) During the Employment Term (as defined in Section 2 below), the\nExecutive shall serve as the Chairman (subject to the provisions of\nSection 1(c) below), President and Chief Executive Officer of the Company. In\nthis capacity the Executive shall have such duties, authorities and\nresponsibilities commensurate with the duties, authorities and responsibilities\nof persons in similar capacities in similarly sized companies and such other\nduties and responsibilities as the Board of Directors of the Company (the\n\"Board\") shall designate that are consistent with the Executive's position as\nChairman, President and Chief Executive Officer of the Company. The Executive\nshall report exclusively to the Board.\n \n    (b) During the Employment Term, the Executive shall devote substantially all\nof his business time (excluding periods of vacation and other approved leaves of\nabsence) to the performance of his duties with the Company, provided the\nforegoing shall not prevent the Executive from (i) participating in charitable,\ncivic, educational, professional, community or industry affairs or, with prior\nwritten approval of the Board, serving on the board of directors or advisory\nboards of other companies; and (ii) managing his and his family's personal\ninvestments so long as such activities do not materially interfere with the\nperformance of his duties hereunder or create a potential business conflict or\nthe appearance thereof. If at any time service on any board of directors or\nadvisory board would, in the good faith judgment of the Board, conflict with the\nExecutive's fiduciary duty to the Company or create any appearance thereof, the\nExecutive shall promptly resign from such other board of directors or advisory\nboard after written notice of the conflict is received from the Board. Service\non the boards of directors or advisory boards disclosed by the Executive to the\nCompany on which he is serving as of the Effective Date are hereby approved.\n \n    (c) The Board shall take such action as may be necessary to appoint or elect\nthe Executive as a member of the Board as soon as there is a legal vacancy on\nthe Board. Thereafter, during the Employment Term, the Board shall nominate the\nExecutive for re-election as a member of the Board at the expiration of his then\ncurrent term. The Company shall use its best efforts to expedite the process of\ncreating a vacancy on the Board, in accordance with Bermuda law, as a result of\nthe prior Chairman's resignation.\n \n    (d) The Executive further agrees to serve without additional compensation as\nan officer and director of any of the Company's subsidiaries and agrees that any\namounts received from such corporation may be offset against the amounts due\nhereunder. In addition, it is agreed that the Company may assign the Executive\nto one of its subsidiaries for payroll purposes.\n\n    2.  EMPLOYMENT TERM. The Executive's term of employment under this Agreement\n(such term of employment, as it may be extended or terminated, is herein\nreferred to as the \"Employment Term\") shall be for a term commencing on the\nEffective Date and, unless terminated earlier as provided in Section 7 hereof,\nending on the third anniversary of the Effective Date (the \"Original Employment\nTerm\"), provided that the Employment Term shall be automatically extended,\nsubject to earlier termination as provided in Section 7 hereof, for successive\nadditional one (1) year periods (the \"Additional Terms\"), unless, at least\n30 days prior to the end of the Original Employment Term or the then Additional\nTerm, the Company or the Executive has notified the other in writing that the\nEmployment Term shall terminate at the end of the then current term.\n \n    3.  BASE SALARY. The Company agrees to pay the Executive a base salary (the\n\"Base Salary\") at an annual rate of not less than US $1,500,000, payable in\naccordance with the regular payroll practices of the Company, but not less\nfrequently than monthly. The Executive's Base Salary shall be subject to annual\nreview by the Board (or a committee thereof) and may be increased, but not\ndecreased, from time to time by the Board. No increase to Base Salary shall be\nused to offset or otherwise reduce any obligations of the Company to the\nExecutive hereunder or otherwise. The base salary as determined herein from time\nto time shall constitute \"Base Salary\" for purposes of this Agreement.\n \n    4.  BONUSES.\n \n    (a) SIGN-ON BONUS. Within three days after the Effective Date, the Company\nshall pay the Executive a one-time lump sum cash payment in the amount of US\n$3,500,000 (the \"Sign-On Bonus\"). In the event the Executive's employment with\nthe Company terminates as a result of a termination by the Company for Cause (as\ndefined in Section 7(c)) or by the Executive without Good Reason (as defined in\nSection 7(e)) at any time during the 12-month period commencing on the Effective\nDate, the Executive shall be required to return a portion of the Sign-On Bonus\nequal to the net after-tax amount of the Sign-On Bonus (after application of all\nrefunds and credits as a result of such repayment) multiplied by the difference\nof one minus a fraction, the numerator of which is the number of completed\nmonths since the Effective Date and the denominator of which is 12. Such amount\nshall be returned to the Company no later than 30 days following such\ntermination date.\n \n    (b) PRO-RATED FISCAL YEAR 2002 BONUS. The Executive shall receive a cash\nbonus on account of, and subject to, his employment with the Company through the\nend of the Company's fiscal year ending September 30, 2002 equal to US\n$1,500,000 multiplied by a fraction, determined by dividing the number of days\nfrom the Effective Date through September 30, 2002 by 365, payable in accordance\nwith the Company's policy for annual bonuses (the \"Guaranteed 2002 Bonus\").\n \n    (c) ANNUAL BONUS. During the Employment Term, except as otherwise provided\nin Section 4(b), the Executive shall be eligible to participate in the Company's\nbonus and other incentive compensation plans and programs for the Company's\nsenior executives at a level commensurate with his position. The Executive shall\nhave the opportunity to earn an annual target bonus measured against objective\nfinancial criteria to be determined by the Board (or a committee thereof) of at\nleast 100% of Base Salary.\n \n    (d) FISCAL YEAR 2003 BONUS. The Executive shall be entitled to receive a\nminimum cash bonus, pursuant to Section 4(c) above, on account of, and subject\nto, his continued employment with the Company through the end of the fiscal year\nending September 30, 2003, equal to 100% of Base Salary, payable in accordance\nwith the Company's policy for annual bonuses (the \"Guaranteed 2003 Bonus\").\n \n    5.  EQUITY AWARDS.\n \n    (a) SIGN-ON OPTION GRANT. The Board or the committee of the Board (the\n\"Committee\") appointed to administer the Company's Long Term Incentive Plan, as\namended May 12, 1999 and as\n \n                                       2\n\nmay be amended from time to time (the \"Long Term Incentive Plan\") shall award\nthe Executive as of the Effective Date, an option under the Long Term Incentive\nPlan (the \"Sign-On Option\") to purchase 3,350,000 shares of the Company's common\nstock (the \"Common Stock\"). The exercise price shall be equal to US $10. Subject\nto accelerated vesting as set forth in this Agreement, the Sign-On Option shall\nvest and become exercisable in three (3) equal amounts on the first, second and\nthird anniversaries of the Effective Date, provided that the Executive is\nemployed on each vesting date. The Sign-On Option shall be for a term of\n10 years, subject to earlier termination as provided in the Long Term Incentive\nPlan and herein.\n \n    (b) SIGN-ON DEFERRED STOCK UNITS. (i) The Board or the Committee shall award\nthe Executive as of the Effective Date 350,000 deferred stock units (the\n\"Sign-On DSUs\") pursuant to Section 6(e) of the Long Term Incentive Plan.\nSubject to accelerated vesting as set forth in this Agreement, the Sign-On DSUs\nshall vest in three (3) equal amounts on the first, second and third\nanniversaries of the Effective Date, provided that the Executive is employed on\neach vesting date.\n \n        (ii) The Sign-On DSUs and the 2002\/2003 DSUs (as defined in\n    Section 5(d) below, collectively, the \"DSUs\") may not be sold, assigned,\n    exchanged, pledged or otherwise transferred. Except as otherwise provided in\n    this Agreement, the Long Term Incentive Plan, or the award agreement, in the\n    event of a termination of employment prior to the vesting of the DSUs, the\n    Executive shall, for no consideration, forfeit to the Company all unvested\n    DSUs.\n \n        (iii) If on any date the Company shall pay any dividend on the Common\n    Stock (other than a dividend payable in Common Stock), the number of DSUs\n    credited to the Executive shall as of such date be increased by an amount\n    equal to: (x) the product of the number of DSUs credited to the Executive as\n    of the record date for such dividend multiplied by the per share amount of\n    any dividend (or, in the case of any dividend payable in property other than\n    cash, the per share value of such dividend, as determined in good faith by\n    the Board), divided by (y) the fair market value of a share of Common Stock\n    on the payment date of such dividend as determined under the Long Term\n    Incentive Plan.\n \n        In the case of any dividend declared on Common Stock which is payable in\n    Common Stock, the number of DSUs credited to the Executive shall be\n    increased by a number equal to the product of (x) the aggregate number of\n    DSUs that have been credited to the Executive through the related dividend\n    record date multiplied by (y) the number of shares Common Stock (including\n    any fraction thereof) payable as a dividend on a share of Common Stock. The\n    number and terms of the DSUs shall be adjusted in accordance with the\n    provisions of the Long Term Incentive Plan.\n \n        (iv)  At the earlier of (x) 30 days after any termination of employment\n    or (y) a Change in Control, the Company shall pay to the Executive a number\n    of shares of Common Stock equal to the aggregate number of vested DSUs\n    credited to the Executive as of such date; provided, however, that in the\n    event that the Company is involved in a transaction in which the shares of\n    Common Stock will be exchanged for cash, the Company shall pay to the\n    Executive immediately prior to the consummation of such transaction a number\n    of shares of Common Stock equal to the aggregate number of DSUs credited to\n    the Executive (whether vested or unvested) as of such date.\n \n    (c) 2002\/2003 OPTION GRANT. The Board or the Committee shall award the\nExecutive as of the Effective Date, an option under the Long Term Incentive Plan\nto purchase 4,000,000 shares of Common Stock (the \"2002\/2003 Option\"). The\nexercise price shall be equal to US $10. Subject to accelerated vesting as set\nforth in this Agreement, the 2002\/2003 Option shall vest and become exercisable\nin five (5) equal amounts on the first, second, third, fourth and fifth\nanniversaries of the Effective Date, provided that the Executive is employed on\neach vesting date. The 2002\/2003 Option shall be for a term of 10 years, subject\nto earlier termination as provided in the Long Term Incentive Plan and herein.\n \n                                       3\n\n    (d) 2002\/2003 DEFERRED STOCK UNITS. The Board or the Committee shall award\nthe Executive as of the Effective Date 1,000,000 deferred stock units (the\n\"2002\/2003 DSUs\") pursuant to Section 6(e) of the Long Term Incentive Plan.\nSubject to accelerated vesting as set forth in this Agreement, the 2002\/2003\nDSUs shall vest in five (5) equal amounts on the first, second, third, fourth\nand fifth anniversaries of the Effective Date, provided that the Executive is\nemployed on each vesting date.\n \n    (e) FORM OF AWARDS. The Sign-On Option, Sign-On DSUs, 2002\/2003 Option and\n2002\/2003 DSUs shall be granted pursuant to and, to the extent not contrary to\nthe terms of this Agreement, shall be subject to all of the terms and conditions\nimposed upon such awards granted under the Long Term Incentive Plan. For the\navoidance of doubt, the award agreements for the Sign-On Option, Sign-On DSUs,\n2002\/2003 Option and 2002\/2003 DSUs shall provide for full vesting of such\nawards and one year continued exercisability for such options in the event of\nthe Executive's termination of employment because of death or Disability.\n \n    (f) DISCRETIONARY GRANTS. In addition to the equity awards contemplated\nunder this Section 5, at the sole discretion of the Board or the Committee, the\nExecutive shall be eligible for additional annual grants of stock options and\nother equity awards.\n \n    (g) ACCELERATION EVENTS. If (i) the Executive's employment by the Company is\nterminated by the Company other than for Cause or Disability or by the Executive\nfor Good Reason or (ii) Change in Control (as defined in Exhibit A hereto)\noccurs, all then outstanding unvested equity awards shall be fully vested and,\nin the case of (i), any Company stock option then held by the Executive shall\nremain exercisable until the expiration of the initial 10 year term, subject to\nearlier termination in accordance with the terms of the Long Term Incentive Plan\n(other than those related to termination of employment).\n \n    6.  EMPLOYEE BENEFITS.\n \n    (a) BENEFIT PLANS. The Executive shall be entitled to participate in all\nemployee benefit plans of the Company including, but not limited to, equity,\npension, thrift, profit sharing, medical coverage, education, or other\nretirement or welfare benefits that the Company has adopted or may adopt,\nmaintain or contribute to for the benefit of its senior executives at a level\ncommensurate with his positions subject to satisfying the applicable eligibility\nrequirements. Such benefits, in the aggregate, shall be no less favorable than\nthe level of benefits in effect on the Effective Date; provided, however, that\nin the event there is a reduction of employee benefits applicable to senior\nexecutives generally, nothing herein shall preclude the Company's ability to\nreduce the Executive's benefits consistent with such reduction. Without limiting\nthe generality of the foregoing, during the Employment Term, the Company will\nprovide the Executive with term life insurance in the amount of at least US\n$1,000,000 and accidental death and dismemberment insurance in the amount of at\nleast US $2,000,000.\n \n    (b)  SUPPLEMENTAL RETIREMENT BENEFIT.\n \n        (i) Subject to the provisions of this Section 6(b), the Executive shall\n    be entitled to receive an annual supplemental retirement benefit payable at\n    the later of age 60 and termination of employment in the form of a joint and\n    50% spousal survivor's annuity (based on the Executive's current spouse's\n    then actual or would have been age) equal to 50% of the Executive's Final\n    Average Earnings (as defined below), reduced by (A) benefits from any\n    defined benefit pension plans (whether or not tax-qualified) maintained (or\n    formerly maintained) by the Company or its affiliates or by benefits from\n    any defined benefit pension plans (whether or not tax-qualified) maintained\n    (or formerly maintained) by any previous employers (in each case converted\n    into a joint and 50% spousal survivor's annuity (based on the Executive's\n    current spouse's then actual or would have been age) commencing on the date\n    of commencement of benefits hereunder, if necessary) and (B) benefits\n    attributable to employer contributions, including, without limitation,\n \n                                       4\n\n    matching contributions but not salary reduction contributions, to any\n    defined contribution plans maintained by the Company or its affiliates\n    (whether or not tax-qualified) based on theoretical annual earnings after\n    July 25, 2002 equal in each year to the prime rate (as reported in The Wall\n    Street Journal) on the first business day of each year and on July 25, 2002\n    for 2002.\n \n        (ii) In the event of the Executive's voluntary termination of employment\n    without Good Reason or the Executive's termination for Cause prior to age\n    60, the benefit payable pursuant to subsection (b)(i) shall be reduced by\n    .25% for each month or partial month the termination date is prior to age\n    60.\n \n       (iii) The Executive shall vest in the benefit payable pursuant to\n    subsection (b)(i) at the rate of 1.66% per month over 60 months. If the\n    Executive's employment by the Company is terminated by the Company other\n    than for Cause or Disability or by the Executive for Good Reason prior to\n    the first anniversary of the Effective Date, the Executive shall be deemed\n    to be 20% vested in the benefit payable pursuant to subsection (b)(i).\n    Notwithstanding the provisions in subsection (i), any offset with regard to\n    benefits from any previous employer shall vest at the rate of 1.66% per\n    month over 60 months.\n \n        (iv) The Executive shall be fully vested in the benefit payable pursuant\n    to subsection (b)(i) upon the occurrence of a Change in Control and shall\n    receive an immediate distribution of such benefit upon the occurrence of a\n    Change in Control. Such distribution shall be actuarially adjusted using the\n    then current PBGC interest rate and mortality table for immediate annuities.\n    Upon such distribution, the Executive shall accrue no further benefits under\n    this Section 6(b).\n \n        (v) In the event of the Executive's termination prior to age 60, the\n    benefit payable pursuant to this subsection may, at the Executive's\n    election, commence early, except that the benefit shall be reduced by .25%\n    per month for each month or partial month the commencement date is prior to\n    age 60. The benefit will be paid to the Executive for his lifetime and, upon\n    his death, fifty percent (50%) of his benefit will be paid to his surviving\n    spouse, if any, for her lifetime, except as otherwise provided herein. The\n    Executive may elect in writing to receive a distribution of any portion or\n    all of his benefit payable pursuant to subsection (b)(i) in any form\n    permitted under the applicable Company's supplemental retirement plan or, if\n    the Executive elects in the calendar year prior to his termination of\n    employment (and at least 6 months prior to such termination), in a lump sum\n    (determined on the basis of the then prevailing PBGC interest and mortality\n    table rate for immediate annuities).\n \n        (vi) In the event of the Executive's death while an employee of the\n    Company prior to the date of commencement of benefits, a benefit shall be\n    paid to the Executive's surviving spouse, if any, when the Executive would\n    have commenced benefits hereunder for her lifetime equal to the benefit\n    which would have been payable to the spouse assuming the Executive had\n    terminated the day preceding the date of death, commenced receiving benefits\n    in the form of a joint and 50% spousal survivor's annuity and then died.\n \n       (vii) The calculation of the adjustments for the offset or alternative\n    forms of benefits payable pursuant to this Section 6(b) (except as provided\n    in subsections (iv) and (v) above) shall be based upon (x) the actuarial\n    assumptions used in the Company's defined benefit plans covering the\n    Executive, (y) if none then exists, those in the last such plan of the\n    Company or its affiliates (if any) which covered the Executive or (z) if no\n    such plan ever existed, those selected by the independent actuary described\n    in the next sentence. If such a plan exists, the calculation shall be made\n    by the actuary for such plan or, if there is no current plan or actuary, by\n    an independent actuary selected by the Company and reasonably acceptable to\n    the Executive. The calculation of the actuary shall be final and binding on\n    all persons provided it was made in good faith. The benefits payable\n    pursuant to this Section 6(b) shall be unfunded and the Executive will not\n    be considered to have received a taxable economic benefit prior to the time\n    at which benefits are\n \n                                       5\n\n    actually payable hereunder. Accordingly, the Company or its affiliates shall\n    not be required to segregate any of its assets for the benefit of the\n    Executive and the Executive shall have only a contractual right against the\n    Company for the benefits payable hereunder. The benefits payable pursuant to\n    this Section 6(b) shall not be subject to alienation, transfer, assignment,\n    garnishment, execution or levy of any kind, and any attempt to cause any\n    benefits to be so subjected shall not be recognized and shall be null and\n    void.\n \n      (viii) \"Final Average Earnings\" shall mean the Executive's highest average\n    of the sum of the Executive's monthly base salary and actual annual bonus\n    (spread equally over the bonus period for which it is paid) during any\n    consecutive 36 month period (or lesser period of actual employment) during\n    the period of 60 complete months (or lesser period of actual employment)\n    immediately preceding the Executive's termination of employment, but in no\n    event less than the sum of the Executive's initial Base Salary and initial\n    target bonus.\n \n    (c) VACATIONS. The Executive shall be entitled to an annual paid vacation in\naccordance with the Company's policy applicable to senior executives, but in no\nevent less than four weeks per year (as prorated for partial years), which\nvacation may be taken at such times as the Executive elects with due regard to\nthe needs of the Company.\n \n    (d) PERQUISITES. The Company shall provide to the Executive, at the\nCompany's cost, all perquisites which other senior executives of the Company are\ngenerally entitled to receive. To the extent that the Executive's permanent\nresidence is outside of New York and to the extent that the Executive becomes\nsubject to New York City or New York State taxes because of temporary assignment\nor other performance of his duties, the Company shall gross-up the Executive for\ntax purposes so that he is in the same position as if he were not subject to\nsuch taxes.\n \n    (e) BUSINESS AND ENTERTAINMENT EXPENSES. Upon presentation of appropriate\ndocumentation, the Executive shall be reimbursed in accordance with the\nCompany's expense reimbursement policy for all reasonable and necessary business\nand entertainment expenses incurred in connection with the performance of his\nduties hereunder.\n \n    (f) TRAVEL. The Company shall provide the Executive and his family with\npersonal safety and security protection as appropriate and reasonable under the\ncircumstances. The parties recognize that such security protection may include\nuse by the Executive and his family of private transportation methods, including\nprivate air travel, for both business and personal purposes. Without limiting\nthe foregoing, the Executive shall have access to first class commercial air\ntravel or use of private aircraft for business travel.\n \n    (g) RELOCATION. The Executive will relocate to the vicinity of the Company's\nprincipal U.S. headquarters within a time frame mutually agreed upon between the\nExecutive and the Board (the \"Relocation Period\"). The Executive shall be\nentitled to relocation benefits in accordance with the Company's relocation\npolicy and such additions thereto as mutually agreed to by the Executive and the\nBoard (or a committee thereof), including purchase of his current residence\nwithin two years at the appraised value by a relocation company in accordance\nwith its standard procedures. In addition, the Company shall reimburse the\nExecutive for the reasonable cost of travel between the Executive's current\nresidence and the Company's principal U.S. headquarters and, prior to the\nExecutive's relocation, the Company shall provide suitable temporary housing for\nthe Executive's use when he is at the Company's principal U.S. headquarters plus\nliving expenses, as mutually agreed to by the Executive and the Board (or a\ncommittee thereof). The Company shall gross up for tax purposes any deemed\nincome arising pursuant to the payment or benefits provided under this\nSection 6(g) (other than any profit resulting from any sale of the Executive's\nresidence), so that the economic benefit is the same to the Executive as if such\npayment or benefits were provided on a non-taxable basis to the Executive. All\namounts payable under this Section 6(g) shall be subject to the Executive's\npresentment to the Company of appropriate documentation.\n \n                                       6\n\n    7.  TERMINATION. The Executive's employment and the Employment Term shall\nterminate on the first of the following to occur:\n \n        (a) DISABILITY. Upon written notice by the Company to the Executive of\n    termination due to Disability, while the Executive remains Disabled. For\n    purposes of this Agreement, \"Disability\" shall be defined as the inability\n    of the Executive to have performed his material duties hereunder due to a\n    physical or mental injury, infirmity or incapacity for 180 days (including\n    weekends and holidays) in any 365-day period. The existence or nonexistence\n    of a Disability shall be determined by an independent physician selected by\n    the Company and reasonably acceptable to Executive.\n \n        (b) DEATH. Automatically on the date of death of the Executive.\n \n        (c) CAUSE. Immediately upon written notice by the Company to the\n    Executive of a termination for Cause. \"Cause\" shall mean:\n \n           (i) The Executive shall have been indicted for a felony other than\n       one based on Limited Vicarious Liability, or\n \n           (ii) The termination is evidenced by a resolution adopted in good\n       faith by at least two-thirds of the members of the Board concluding that\n       Executive:\n \n               (A) intentionally and continually failed substantially to perform\n           his reasonably assigned duties with the Company (other than a failure\n           resulting from Executive's incapacity due to physical or mental\n           illness or from the assignment to Executive of duties that would\n           constitute Good Reason), which failure has continued for a period of\n           at least 30 days after a written notice of demand for substantial\n           performance, signed by a duly authorized member of the Board, has\n           been delivered to Executive specifying the manner in which Executive\n           has failed substantially to perform, or\n \n               (B) intentionally engaged in conduct which is demonstrably and\n           materially injurious to the Company; provided, however, that no\n           termination of Executive's employment shall be for Cause as set forth\n           in subsection (B) until (1) there shall have been delivered to\n           Executive a copy of a written notice, signed by a duly authorized\n           member of the Board, stating that Executive was guilty of the conduct\n           set forth in subsection (B) and specifying the particulars thereof in\n           detail, and (2) Executive shall have been provided an opportunity to\n           be heard in person by the Board (with the assistance of Executive's\n           counsel if Executive so desires).\n \n          (iii) Notwithstanding anything in the foregoing to the contrary, if\n       the Executive has been terminated ostensibly for Cause because he has\n       been indicted for a felony (other than one involving Limited Vicarious\n       Liability), and he is not convicted of, or does not plead guilty or nolo\n       contendere to, such felony or a lesser offense (based on the same\n       operative facts), such termination shall be deemed to be a termination\n       without Cause as of the date of the termination; provided, however, that,\n       in the event that the Executive has been terminated ostensibly for Cause\n       because he has been indicted for a felony (other than one involving\n       Limited Vicarious Liability) (A) the Executive's ability to exercise\n       outstanding stock options shall be suspended and stock options will only\n       be forfeited in the event that the Executive is convicted of or pleads\n       guilty or nolo contendere to a felony or a lesser offense and any vesting\n       shall be suspended until a final determination in such proceeding is\n       reached; (B) unvested deferred stock units shall only be forfeited in the\n       event that the Executive is convicted of or pleads guilty or nolo\n       contendere to a felony or a lesser offense and any vesting or\n       distribution shall be suspended until a final determination in such\n       proceeding is reached; (C) any cash payments shall be paid after a final\n       determination in such proceeding is reached; and (D) the Company will pay\n       the Executive an amount equal to the value of health and welfare benefits\n       that would otherwise been provided to the Executive as a result of the\n       termination, if any,\n \n                                       7\n\n       after a final determination in such proceeding is reached. The Company\n       shall gross up for tax purposes the amount paid pursuant to subsection\n       (D) hereof, so that the economic benefit is the same to the Executive as\n       if such payment or benefits were provided on a non-taxable basis to the\n       Executive.\n \n           (iv) For purposes of the foregoing, the term Limited Vicarious\n       Liability shall mean any liability which is based on acts of the Company\n       for which Executive is responsible solely as a result of his office(s)\n       with the Company; provided that (A) he was not directly involved in such\n       acts and either had no prior knowledge of such intended actions or, upon\n       obtaining such knowledge, promptly acted reasonably and in good faith to\n       attempt to prevent the acts causing such liability or (B) after\n       consulting with the Company's counsel, he reasonably believed that no law\n       was being violated by such acts.\n \n        (d) WITHOUT CAUSE. Upon written notice by the Company to the Executive\n    of an involuntary termination without Cause, other than for death or\n    Disability.\n \n        (e) GOOD REASON. Upon written notice by the Executive to the Company of\n    a termination for Good Reason, unless such events are corrected in all\n    material respects by the Company within 30 days following written\n    notification by the Executive to the Company that he intends to terminate\n    his employment hereunder for one of the reasons set forth below. \"Good\n    Reason\" shall mean, without the express written consent of the Executive,\n    the occurrence of any of the following events:\n \n           (i) assignment to the Executive of any duties inconsistent in any\n       material respect with the Executive's position (including titles and\n       reporting relationships), authority, duties or responsibilities as\n       contemplated by this Agreement, or any other action by the Company which\n       results in a significant diminution in such position, authority, duties\n       or responsibilities;\n \n           (ii) any failure by the Company to comply with any of the material\n       provisions regarding Executive's Base Salary, bonus, annual equity\n       incentive, benefits and perquisites, retirement benefit, relocation, and\n       other benefits and amounts payable to Executive under this Agreement;\n \n          (iii) the Executive being required to relocate to a principal place of\n       employment more than 60 miles from his principal place of employment with\n       the Company once it is established;\n \n           (iv) the delivery by the Company of a notice of non-renewal pursuant\n       to Section 2 hereof;\n \n           (v) the failure by the Company to elect or to reelect the Executive\n       as a Director and as Chairman of the Board, or the removal of the\n       Executive from either such position;\n \n           (vi) any breach of the Company's representations set forth in\n       Section 23 hereof which has a material adverse impact on the Company; or\n \n          (vii) any termination by the Executive during the 30-day period\n       immediately following the first anniversary of the date of any Change in\n       Control.\n \n        (f) WITHOUT GOOD REASON. Upon 30 days' prior written notice by the\n    Executive to the Company of the Executive's voluntary termination of\n    employment without Good Reason (which the Company may, in its sole\n    discretion, make effective earlier than any notice date).\n \n                                       8\n\n    8.  CONSEQUENCES OF TERMINATION. Any termination payments made and benefits\nprovided under this Agreement to the Executive shall be in lieu of any\ntermination or severance payments or benefits for which the Executive may be\neligible under any of the plans, policies or programs of the Company or its\naffiliates. Subject to Section 9, the following amounts and benefits shall be\ndue to the Executive.\n \n        (a) DISABILITY. Upon such termination, the Company shall pay or provide\n    the Executive (i) any unpaid Base Salary through the date of termination and\n    any accrued vacation in accordance with Company policy; (ii) any unpaid\n    bonus earned with respect to any fiscal year ending on or preceding the date\n    of termination; (iii) reimbursement for any unreimbursed expenses incurred\n    through the date of termination; and (iv) all other payments, benefits or\n    fringe benefits to which the Executive may be entitled under the terms of\n    any applicable compensation arrangement or benefit, equity or fringe benefit\n    plan or program or grant or this Agreement (collectively, \"Accrued\n    Amounts\").\n \n        (b) DEATH. In the event the Employment Term ends on account of the\n    Executive's death, the Executive's estate shall be entitled to any Accrued\n    Amounts.\n \n        (c) TERMINATION FOR CAUSE OR WITHOUT GOOD REASON. If the Executive's\n    employment should be terminated (i) by the Company for Cause, or (ii) by the\n    Executive without Good Reason, the Company shall pay to the Executive any\n    Accrued Amounts.\n \n        (d) TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. If the Executive's\n    employment by the Company is terminated by the Company other than for Cause\n    (other than a termination for Disability) or by the Executive for Good\n    Reason, the Company shall pay or provide the Executive with (i) Accrued\n    Amounts; (ii) a pro-rata portion of the Executive's bonus for the\n    performance year in which the Executive's termination occurs at the time\n    that annual bonuses are paid to other senior executives (determined by\n    multiplying the amount the Executive would have received had employment\n    continued through the end of the performance year by a fraction, the\n    numerator of which is the number of days during the performance year of\n    termination that the Executive is employed by the Company and the\n    denominator of which is 365); (iii) a lump sum in cash in an amount equal to\n    the product of (A) the sum of (1) the then Base Salary and (2) the then\n    target annual bonus or, if higher, the most recent annual bonus payment\n    multiplied by (B) three; and (iv) subject to the Executive's continued\n    copayment of premiums, continued participation for three years in all health\n    and welfare plans which cover the Executive (and eligible dependents) upon\n    the same terms and conditions (except for the requirements of the\n    Executive's continued employment) in effect on the date of termination. In\n    the event the Executive obtains other employment that offers substantially\n    similar or improved benefits, as to any particular health or welfare plan,\n    such continuation of coverage by the Company for such similar or improved\n    benefit under such plan under this subsection shall immediately cease. To\n    the extent such coverage cannot be provided under the Company's health or\n    welfare plans without jeopardizing the tax status of such plans, for\n    underwriting reasons (e.g., disability benefits) or because of the tax\n    impact on the Executive, the Company shall pay the Executive an amount equal\n    to the amount the Executive has to pay for comparable benefits (but in no\n    event greater than two times the amount the Company would have paid for such\n    benefits on behalf of the Executive if the benefits were provided to him as\n    an employee) and gross-up for tax purposes any deemed income arising\n    pursuant to the payments or benefits provided under this sentence, so that\n    the economic benefit is the same to the Executive as if such payment or\n    benefits were provided on a non-taxable basis to the Executive. The\n    continuation of health benefits under this subsection shall reduce and count\n    against the Executive's rights under the Consolidated Omnibus Budget\n    Reconciliation Act of 1985, as amended (\"COBRA\").\n \n    9.  RELEASE. Any and all amounts payable and benefits or additional rights\nprovided pursuant to this Agreement beyond Accrued Amounts shall only be payable\nif the Executive delivers to the\n \n                                       9\n\nCompany a general release of all claims of the Executive occurring up to the\nrelease date in the form of Exhibit B hereto (with such changes therein as may\nbe necessary to make it valid and encompassing under applicable law) within\n21 days of presentation thereof by the Company to the Executive.\n \n    10. EXCISE TAX. In the event that the Executive becomes entitled to payments\nand\/or benefits which would constitute \"parachute payments\" within the meaning\nof Section 280G(b)(2) of the Code, the provisions of Exhibit C shall apply.\n \n    11. (a) CONFIDENTIALITY. The Executive agrees that he shall not, directly or\nindirectly, use, make available, sell, disclose or otherwise communicate to any\nperson, other than in the course of the Executive's assigned duties and for the\nbenefit of the Company, either during the period of the Executive's employment\nor at any time thereafter, any nonpublic, proprietary or confidential\ninformation, knowledge or data relating to the Company, any of its subsidiaries,\naffiliated companies or businesses, which shall have been obtained by the\nExecutive during the Executive's employment by the Company. The foregoing shall\nnot apply to information that (i) was known to the public prior to its\ndisclosure to the Executive; (ii) becomes known to the public subsequent to\ndisclosure to the Executive through no wrongful act of the Executive or any\nrepresentative of the Executive; or (iii) the Executive is required to disclose\nby applicable law, regulation or legal process (provided that the Executive\nprovides the Company with prior notice of the contemplated disclosure and\nreasonably cooperates with the Company at its expense in seeking a protective\norder or other appropriate protection of such information). Notwithstanding\nclauses (i) and (ii) of the preceding sentence, the Executive's obligation to\nmaintain such disclosed information in confidence shall not terminate where only\nportions of the information are in the public domain.\n \n    (b) NONSOLICITATION. During the Executive's employment with the Company and\nfor the one year period thereafter, the Executive agrees that he will not,\ndirectly or indirectly, individually or on behalf of any other person, firm,\ncorporation or other entity, knowingly solicit, aid or induce (i) any managerial\nlevel employee of the Company or any of its subsidiaries or affiliates to leave\nsuch employment in order to accept employment with or render services to or with\nany other person, firm, corporation or other entity unaffiliated with the\nCompany or knowingly take any action to materially assist or aid any other\nperson, firm, corporation or other entity in identifying or hiring any such\nemployee or (ii) any customer of the Company or any of its subsidiaries or\naffiliates to purchase goods or services then sold by the Company or any of its\nsubsidiaries or affiliates from another person, firm, corporation or other\nentity or assist or aid any other persons or entity in identifying or soliciting\nany such customer.\n \n    (c) NONCOMPETITION. The Executive acknowledges that he performs services of\na unique nature for the Company that are irreplaceable, and that his performance\nof such services to a competing business will result in irreparable harm to the\nCompany. Accordingly, during the Executive's employment hereunder and for the\none year period thereafter, the Executive agrees that the Executive will not,\ndirectly or indirectly, own, manage, operate, control, be employed by (whether\nas an employee, consultant, independent contractor or otherwise, and whether or\nnot for compensation) or render services to any person, firm, corporation or\nother entity, in whatever form, engaged in any business of the same type as any\nbusiness in which the Company or any of its subsidiaries or affiliates is\nengaged on the date of termination or in which they have proposed, on or prior\nto such date, to be engaged in on or after such date and in which the Executive\nhas been involved to any extent (other than DE MINIMIS) at any time during the\n12-month period ending with the date of termination, in any locale of any\ncountry in which the Company conducts business. This Section 11(c) shall not\nprevent the Executive from owning not more than one percent of the total shares\nof all classes of stock outstanding of any publicly held entity engaged in such\nbusiness, nor will it restrict the Executive from rendering services to\ncharitable organizations, as such term is defined in Section 501(c) of the Code.\n \n    (d) NONDISPARAGMENT. Each of the Executive and the Company (for purposes\nhereof, the Company shall mean only the executive officers and directors thereof\nand not any other employees)\n \n                                       10\n\nagrees not to make any public statements that disparage the other party, or in\nthe case of the Company, its respective affiliates, employees, officers,\ndirectors, products or services. Notwithstanding the foregoing, statements made\nin the course of sworn testimony in administrative, judicial or arbitral\nproceedings (including, without limitation, depositions in connection with such\nproceedings) shall not be subject to this Section 11(d).\n \n    (e) EQUITABLE RELIEF AND OTHER REMEDIES. The Executive acknowledges and\nagrees that the Company's remedies at law for a breach or threatened breach of\nany of the provisions of this Section would be inadequate and, in recognition of\nthis fact, the Executive agrees that, in the event of such a breach or\nthreatened breach, in addition to any remedies at law, the Company, without\nposting any bond, shall be entitled to obtain equitable relief in the form of\nspecific performance, temporary restraining order, a temporary or permanent\ninjunction or any other equitable remedy which may then be available.\n \n    (f) REFORMATION. If it is determined by a court of competent jurisdiction in\nany state that any restriction in this Section 11 is excessive in duration or\nscope or is unreasonable or unenforceable under the laws of that state, it is\nthe intention of the parties that such restriction may be modified or amended by\nthe court to render it enforceable to the maximum extent permitted by the law of\nthat state.\n \n    (g) SURVIVAL OF PROVISIONS. The obligations contained in this Section 11\nshall survive the termination or expiration of the Executive's employment with\nthe Company and shall be fully enforceable thereafter.\n \n    12.  ATTORNEY'S FEES.\n \n    (a) In the event of any dispute arising out of or under this Agreement or\nthe Executive's employment with the Company, if the arbitrator or court of\ncompetent jurisdiction, whichever is hearing the matter, determines that the\nExecutive has prevailed on the issues in the arbitration or court proceeding, as\nthe case may be, the Company shall, upon presentment of appropriate\ndocumentation, at the Executive's election, pay or reimburse the Executive for\nall reasonable legal and other professional fees, costs of arbitration and other\nreasonable expenses incurred in connection therewith by the Executive.\n \n    (b) The Company shall promptly pay the Executive's reasonable costs of\nentering into this Agreement, including the reasonable fees and expenses of his\ncounsel and other professionals, up to a maximum of US $100,000 (based on such\ncounsel's and professionals' standard hourly rates). The Company shall gross up\nfor tax purposes any deemed income to the Executive arising pursuant to the\npayments provided under this Section 12(b), so that the economic benefit is the\nsame to the Executive as if such payments were provided on a non-taxable basis\nto the Executive.\n \n    13.  NO ASSIGNMENTS.\n \n    (a) This Agreement is personal to each of the parties hereto. Except as\nprovided in Section 13(b) below, no party may assign or delegate any rights or\nobligations hereunder without first obtaining the written consent of the other\nparty hereto.\n \n    (b) The Company may assign this Agreement to any successor to all or\nsubstantially all of the business and\/or assets of the Company provided the\nCompany shall require such successor to expressly assume and agree to perform\nthis Agreement in the same manner and to the same extent that the Company would\nbe required to perform it if no such succession had taken place.\n \n    14. NOTICE. For the purpose of this Agreement, notices and all other\ncommunications provided for in this Agreement shall be in writing and shall be\ndeemed to have been duly given (i) on the date of delivery if delivered by hand,\n(ii) on the date of transmission, if delivered by confirmed facsimile, (iii) on\nthe first business day following the date of deposit if delivered by guaranteed\novernight delivery\n \n                                       11\n\nservice, or (iv) on the fourth business day following the date delivered or\nmailed by United States registered or certified mail, return receipt requested,\npostage prepaid, addressed as follows:\n \n\n     If to the Executive:\n \n     At the address (or to the facsimile number) shown\n     on the records of the Company\n \n     If to the Company:\n \n     Tyco International Ltd.\n     The Zurich Centre\n     Second Floor\n     90 Pitts Bay Road\n     Pembroke, HMO8, Bermuda\n     Attention: Corporate Secretary\n \n     with a copy to:\n \n     Tyco International Ltd.\n     One Town Center Road\n     P.O. Box 5035\n     Boca Raton, Florida 33486\n     Attention: General Counsel\n\n \nor to such other address as either party may have furnished to the other in\nwriting in accordance herewith, except that notices of change of address shall\nbe effective only upon receipt.\n \n    15. SECTION HEADINGS; INCONSISTENCY. The section headings used in this\nAgreement are included solely for convenience and shall not affect, or be used\nin connection with, the interpretation of this Agreement. In the event of any\ninconsistency between the terms of this Agreement and any form, award, plan or\npolicy of the Company, the terms of this Agreement shall control.\n \n    16. SEVERABILITY. The provisions of this Agreement shall be deemed severable\nand the invalidity of unenforceability of any provision shall not affect the\nvalidity or enforceability of the other provisions hereof.\n \n    17. COUNTERPARTS. This Agreement may be executed in several counterparts,\neach of which shall be deemed to be an original but all of which together will\nconstitute one and the same instruments.\n \n    18. ARBITRATION. Any dispute or controversy arising under or in connection\nwith this Agreement, other than injunctive relief under Section 11(e) hereof or\ndamages for breach of Section 11, shall be settled exclusively by arbitration,\nconducted before a single arbitrator in New York, New York in accordance with\nthe J*A*M*S\/ENDISPUTE Streamlined Arbitration Rules and Procedures or\nJ*A*M*S\/ENDISPUTE Comprehensive Arbitration Rules and Procedures, as applicable,\nbut expressly excluding Rule 28 of the J*A*M*S\/ENDISPUTE Streamlined Rules\n(Final Offer (or Baseball) Arbitration Option) and Rule 33 of the\nJ*A*M*S\/ENDISPUTE Comprehensive Rules (Final Offer (or Baseball) Arbitration\nOption), as the case may be (or any successor provisions). The arbitrator will\nbe a former or retired judge selected from a list of those affiliated with\nJ*A*M*S\/ ENDISPUTE. The arbitrator will have the authority to permit discovery\nand to follow the procedures that he or she determines to be appropriate. The\narbitrator will have no power to award consequential (including lost profits),\npunitive or exemplary damages. The decision of the arbitrator will be final and\nbinding upon the parties hereto. Judgment may be entered on the arbitrator's\naward in any court having jurisdiction. Subject to Section 12, each party shall\nbear its own legal fees and costs and equally divide the forum fees and cost of\nthe arbitrator.\n \n                                       12\n\n    19. INDEMNIFICATION. The Company hereby agrees to indemnify the Executive\nand hold him harmless to the fullest extent permitted by law and under the\nby-laws of the company against and in respect to any and all actions, suits,\nproceedings, claims, demands, judgments, costs, expenses (including reasonable\nattorney's fees), losses, and damages resulting from the Executive's good faith\nperformance of his duties and obligations with the Company. The Company shall\ncause the entities listed on Exhibit D hereto to execute indemnity commitments\nin the form of Exhibit E hereto.\n \n    20. LIABILITY INSURANCE. The Company shall cover the Executive under\ndirectors and officers liability insurance both during and, while potential\nliability exists, after the term of this Agreement in the same amount and to the\nsame extent as the Company covers its other officers and directors.\n \n    21. MISCELLANEOUS. No provision of this Agreement may be modified, waived or\ndischarged unless such waiver, modification or discharge is agreed to in writing\nand signed by the Executive and such officer or director as may be designated by\nthe Board. No waiver by either party hereto at any time of any breach by the\nother party hereto of, or compliance with, any condition or provision of this\nAgreement to be performed by such other party shall be deemed a waiver of\nsimilar or dissimilar provisions or conditions at the same or at any prior or\nsubsequent time. This Agreement together with all exhibits hereto sets forth the\nentire agreement of the parties hereto in respect of the subject matter\ncontained herein. No agreements or representations, oral or otherwise, express\nor implied, with respect to the subject matter hereof have been made by either\nparty which are not expressly set forth in this Agreement. The validity,\ninterpretation, construction and performance of this Agreement shall be governed\nby the laws of the State of New York without regard to its conflicts of law\nprinciples.\n \n    22. FULL SETTLEMENT. Except as set forth in this Agreement, the Company's\nobligation to make the payments provided for in this Agreement and otherwise to\nperform its obligations hereunder shall not be affected by any circumstances,\nincluding without limitation, set-off, counterclaim, recoupment, defense or\nother claim, right or action which the Company may have against the Executive or\nothers, except to the extent any amounts are due the Company or its subsidiaries\nor affiliates pursuant to a judgment against the Executive; provided, however,\nthat notwithstanding the foregoing, the Company shall have the right to offset\nany payment provided for in this Agreement or any accrued obligation or other\npayments (if any) by any outstanding portion of the Sign-On Bonus which is\nrequired to be returned to the Company pursuant to Section 4(a) that has not\notherwise been timely returned. In no event shall the Executive be obliged to\nseek other employment or take any other action by way of mitigation of the\namounts payable to the Executive under any of the provisions of this Agreement,\nnor shall the amount of any payment hereunder be reduced by any compensation\nearned by the Executive as a result of employment by another employer.\n \n    23.  REPRESENTATIONS.\n \n    (a) The Company represents and warrants that, as of the Effective Date, all\nfinancial statements for each quarter and fiscal year since October 1, 1999\nfairly present in all material respects the financial position of the Company in\nconformity with Generally Accepted Accounting Principles as of the applicable\nreporting dates except as reported in the notes to those financial statements.\n \n    (b) The Executive represents and warrants to the Company that he has the\nlegal right to enter into this Agreement and to perform all of the obligations\non his part to be performed hereunder in accordance with its terms and that he\nis not a party to any agreement or understanding, written or oral, which could\nprevent him form entering into this Agreement or performing all of his\nobligations hereunder.\n \n    24. WITHHOLDING. The Company may withhold from any and all amounts payable\nunder this Agreement such federal, state and local taxes as may be required to\nbe withheld pursuant to any applicable law or regulation.\n \n                                       13\n\n    IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of\nthe date first written above.\n \n\n                                               TYCO INTERNATIONAL LTD.\n \n                                               By: \/s\/STEPHEN W. FOSS\n                                               Name: Stephen W. Foss\n                                               Its: Chairman of the Compensation Committee\n \n                                               By: \/s\/JOHN F. FORT, III\n                                               Name John F. Fort, III\n                                               Its: Lead Director\n \n                                               EDWARD D. BREEN\n \n                                               \/s\/ EDWARD D. BREEN\n                                               --------------------------------------------\n\n \n                                       14\n\n                                                                       EXHIBIT A\n \n                        DEFINITION OF CHANGE IN CONTROL\n \n    \"Change in Control\" shall mean the first to occur of any of the following\nevents:\n \n        (a) any \"person\" (as defined in Section 13(d) and 14(d) of the\n    Securities Exchange Act of 1934, as amended (the \"Exchange Act\")), excluding\n    for this purpose, (i) the Company or any subsidiary of the Company, or\n    (ii) any employee benefit plan of the Company or any subsidiary of the\n    Company, or any person or entity organized, appointed or established by the\n    Company for or pursuant to the terms of any such plan which acquires\n    beneficial ownership of voting securities of the Company, is or becomes the\n    \"beneficial owner\" (as defined in Rule 13d-3 under the Exchange Act),\n    directly or indirectly of securities of the Company representing more than\n    30% of the combined voting power of the Company's then outstanding\n    securities; provided, however, that no Change in Control will be deemed to\n    have occurred as a result of a change in ownership percentage resulting\n    solely from an acquisition of securities by the Company; or\n \n        (b) persons who, as of the Effective Date constitute the Board (the\n    \"Incumbent Directors\") cease for any reason, including without limitation,\n    as a result of a tender offer, proxy contest, merger or similar transaction,\n    to constitute at least a majority thereof, provided that any person becoming\n    a director of the Company subsequent to the Effective Date shall be\n    considered an Incumbent Director if such person's election or nomination for\n    election was approved by a vote of at least 50% of the Incumbent Directors;\n    but provided further, that any such person whose initial assumption of\n    office is in connection with an actual or threatened election contest\n    relating to the election of members of the Board or other actual or\n    threatened solicitation of proxies or consents by or on behalf of a \"person\"\n    (as defined in Section 13(d) and 14(d) of the Exchange Act) other than the\n    Board, including by reason of agreement intended to avoid or settle any such\n    actual or threatened contest or solicitation, shall not be considered an\n    Incumbent Director; or\n \n        (c) consummation of a reorganization, merger or consolidation or sale or\n    other disposition of at least 80% of the assets of the Company (a \"Business\n    Combination\"), in each case, unless, following such Business Combination,\n    all or substantially all of the individuals and entities who were the\n    beneficial owners of outstanding voting securities of the Company\n    immediately prior to such Business Combination beneficially own, directly or\n    indirectly, more than 50% of the combined voting power of the then\n    outstanding voting securities entitled to vote generally in the election of\n    directors, as the case may be, of the company resulting from such Business\n    Combination (including, without limitation, a company which, as a result of\n    such transaction, owns the Company or all or substantially all of the\n    Company's assets either directly or through one or more subsidiaries) in\n    substantially the same proportions as their ownership, immediately prior to\n    such Business Combination, of the outstanding voting securities of the\n    Company; or\n \n        (d) approval by the stockholders of the Company of a complete\n    liquidation or dissolution of the Company.\n\n                                                                       EXHIBIT B\n \n                                FORM OF RELEASE\n                         AGREEMENT AND GENERAL RELEASE\n \n    Tyco International Ltd., its affiliates, subsidiaries, divisions, successors\nand assigns and the current, future and former employees, officers, directors,\ntrustees and agents thereof (collectively referred to throughout this Agreement\nas \"Employer\") and Edward D. Breen, his heirs, executors, administrators,\nsuccessors and assigns (collectively referred to throughout this Agreement as\n\"Employee\") agree:\n \n    1.  LAST DAY OF EMPLOYMENT. Employee's last day of employment with Employer\nis DATE. In addition, effective as of DATE, Employee resigns from his position\nas Chairman, President and Chief Executive Officer of Tyco International Ltd.\nand will not be eligible for any benefits or compensation after DATE, other than\nas specifically provided in Sections 5 and 8 of the employment agreement between\nTyco International Ltd. and Employee dated as of July 25, 2002 (the \"Employment\nAgreement\"), subject to the Employee's executing, delivering and not revoking\nAppendix 1 hereto. Employee further acknowledges and agrees that, after DATE, he\nwill not represent himself as being a director, employee, officer, trustee,\nagent or representative of the Employer for any purpose and will not make any\npublic statements relating to the Employer, other than general statements\nrelating to his position, title or experience with the Employer, subject to the\nconfidentiality provision under Section 11(a) of the Employment Agreement and in\nno event will the Employee make any statements as an agent or representative of\nthe Employer. In addition, effective as of DATE, Employee resigns from all\noffices, directorships, trusteeships, committee memberships and fiduciary\ncapacities held with, or on behalf of, the Employer or any benefit plans of the\nEmployer. These resignations will become irrevocable as set forth in Section 3\nbelow.\n \n    2.  CONSIDERATION. The parties acknowledge that this Agreement and General\nRelease is being executed in accordance with Section 9 of the Employment\nAgreement.\n \n    3.  REVOCATION. Employee may revoke this Agreement and General Release for a\nperiod of seven (7) calendar days following the day he executes this Agreement\nand General Release. Any revocation within this period must be submitted, in\nwriting, to Tyco and state, \"I hereby revoke my acceptance of our Agreement and\nGeneral Release.\" The revocation must be personally delivered to SENIOR VICE\nPRESIDENT OF HUMAN RESOURCES' NAME, or her designee, or mailed to Tyco, One Tyco\nPark, Exeter, New Hampshire, 03833 and postmarked within seven (7) calendar days\nof execution of this Agreement and General Release. This Agreement and General\nRelease shall not become effective or enforceable until the revocation period\nhas expired. If the last day of the revocation period is a Saturday, Sunday, or\nlegal holiday in New York, then the revocation period shall not expire until the\nnext following day which is not a Saturday, Sunday, or legal holiday.\n \n    4.  GENERAL RELEASE OF CLAIM. Employee knowingly and voluntarily releases\nand forever discharges Employer from any and all claims, causes of action,\ndemands, fees and liabilities of any kind whatsoever, whether known and unknown,\nagainst Employer, Employee has, has ever had or may have as of the date of\nexecution of this Agreement and General Release, including, but not limited to,\nany alleged violation of:\n \n    - The National Labor Relations Act, as amended;\n \n    - Title VII of the Civil Rights Act of 1964, as amended;\n \n    - The Civil Rights Act of 1991;\n \n    - Sections 1981 through 1988 of Title 42 of the United States Code, as\n      amended;\n \n    - The Employee Retirement Income Security Act of 1974, as amended;\n \n    - The Immigration Reform and Control Act, as amended;\n \n    - The Americans with Disabilities Act of 1990, as amended;\n\n    - The Age Discrimination in Employment Act of 1967, as amended;\n \n    - The Older Workers Benefit Protection Act of 1990;\n \n    - The Worker Adjustment and Retraining Notification Act, as amended;\n \n    - The Occupational Safety and Health Act, as amended;\n \n    - The Family and Medical Leave Act of 1993;\n \n    - The STATE Civil Rights Act, as amended;\n \n    - The STATE Minimum Wage Law, as amended;\n \n    - Equal Pay Law for STATE, as amended;\n \n    - Any other federal, state or local civil or human rights law or any other\n      local, state or federal law, regulation or ordinance;\n \n    - Any public policy, contract, tort, or common law; or\n \n    - Any allegation for costs, fees, or other expenses including attorneys'\n      fees incurred in these matters.\n \n    Notwithstanding anything herein to the contrary, the sole matters to which\nthe Agreement and General Release do not apply are: (i) the Employee's rights of\nindemnification and directors and officers liability insurance coverage to which\nhe was entitled immediately prior to DATE with regard to his service as an\nofficer of the Employer (including, without limitation, under Sections 19 and 20\nof the Employment Agreement); (ii) the Employee's rights under any tax-qualified\npension or claims for accrued vested benefits under any other employee benefit\nplan, policy or arrangement maintained by the Employer or under COBRA;\n(iii) the Employee's rights under the provisions of the Employment Agreement\nwhich are intended to survive termination of employment; or (iv) the Employee's\nrights as a stockholder.\n \n    5.  NO CLAIMS PERMITTED. Employee waives his right to file any charge or\ncomplaint against Employer arising out of his employment with or separation from\nEmployer before any federal, state or local court or any state or local\nadministrative agency, except where such waivers are prohibited by law. This\nAgreement, however, does not prevent Employee from filing a charge with the\nEqual Employment Opportunity Commission, any other federal government agency,\nand\/or any government agency concerning claims of discrimination, although\nEmployee waives his right to recover any damages or other relief in any claim or\nsuit brought by or through the Equal Employment Opportunity Commission or any\nother state or local agency on behalf of Employee under the Age Discrimination\nin Employment Act, Title VII of the Civil Rights Act of 1964 as amended, the\nAmericans with Disabilities Act, or any other federal or state discrimination\nlaw, except where such waivers are prohibited by law.\n \n    6.  AFFIRMATIONS. Employee affirms he has not filed, has not caused to be\nfiled, and is not presently a party to, any claim, complaint, or action against\nEmployer in any forum or form. Employee further affirms that he has been paid\nand\/or has received all compensation, wages, bonuses, commissions, and\/or\nbenefits to which he may be entitled and no other compensation, wages, bonuses,\ncommissions and\/or benefits are due to him, except as provided in Sections 5 and\n8 of the Employment Agreement. Employee also affirms he has no known workplace\ninjuries.\n \n    7.  CONFIDENTIALITY; COOPERATION; RETURN OF PROPERTY. Employee agrees not to\ndisclose any information regarding the circumstances surrounding the cessation\nof his employment, or the existence, terms, or conditions of this Agreement and\nGeneral Release, to any person or entity whatsoever, including without\nlimitation, any members of the media (including, but not limited to, print\njournalists, newspapers, radio, television, cable, satellite programs, or\nInternet media) or any Internet web page or \"chat room,\" or any other entity or\nperson, with the exception of Employee's spouse, accountant, tax\n \n                                      B-2\n\nadvisor, and\/or attorneys. Notwithstanding the aforementioned provision, nothing\nherein shall preclude Employee from divulging any information to any agency of\nthe federal, state, or local government pursuant to an official request by such\ngovernment agency or pursuant to court order (provided that the Executive\nprovides the Employer with prior notice of the contemplated disclosure and\nreasonably cooperates with the Employer at its expense in seeking a protective\norder or other appropriate protection of such information). Employee agrees to\nreasonably cooperate with the Employer and its counsel in connection with any\ninvestigation, administrative proceeding or litigation relating to any matter\nthat occurred during his employment in which he was involved or of which he has\nknowledge. The Employer will reimburse the Employee for any reasonable\npre-approved out-of-pocket travel, delivery or similar expenses incurred in\nproviding such service to the Employer. Employee represents that he has returned\nto the Employer all property belonging to the Employer, including but not\nlimited to any leased vehicle, laptop, cell phone, keys, access cards, phone\ncards and credit cards.\n \n    8.  GOVERNING LAW AND INTERPRETATION. This Agreement and General Release\nshall be governed and conformed in accordance with the laws of the State of New\nYork without regard to its conflict of laws provision. In the event Employee or\nEmployer breaches any provision of this Agreement and General Release, Employee\nand Employer affirm either may institute an action to specifically enforce any\nterm or terms of this Agreement and General Release. Should any provision of\nthis Agreement and General Release be declared illegal or unenforceable by any\ncourt of competent jurisdiction and should the provision be incapable of being\nmodified to be enforceable, such provision shall immediately become null and\nvoid, leaving the remainder of this Agreement and General Release in full force\nand effect. Nothing herein, however, shall operate to void or nullify any\ngeneral release language contained in the Agreement and General Release.\n \n    9.  NONADMISSION OF WRONGDOING. Employee agrees neither this Agreement and\nGeneral Release nor the furnishing of the consideration for this Release shall\nbe deemed or construed at any time for any purpose as an admission by Employer\nof any liability or unlawful conduct of any kind.\n \n    10. AMENDMENT. This Agreement and General Release may not be modified,\naltered or changed except upon express written consent of both parties wherein\nspecific reference is made to this Agreement and General Release.\n \n    11. ENTIRE AGREEMENT. This Agreement and General Release sets forth the\nentire agreement between the parties hereto and fully supersedes any prior\nagreements or understandings between the parties; provided, however, that\nnotwithstanding anything in this Agreement and General Release, the provisions\nin the Employment Agreement which are intended to survive termination of the\nEmployment Agreement, including but not limited to those contained in\nSection 11 thereof, shall survive and continue in full force and effect.\nEmployee acknowledges he has not relied on any representations, promises, or\nagreements of any kind made to him in connection with his decision to accept\nthis Agreement and General Release.\n \n    EMPLOYEE HAS BEEN ADVISED THAT HE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO\nREVIEW THIS AGREEMENT AND GENERAL RELEASE AND HAS BEEN ADVISED IN WRITING TO\nCONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT AND GENERAL\nRELEASE.\n \n    EMPLOYEE AGREES ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS\nAGREEMENT AND GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER THE\nORIGINAL TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD.\n \n    HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE\nPROMISES SET FORTH HEREIN, AND TO RECEIVE THE SUMS AND BENEFITS IN SET FORTH IN\nTHE EMPLOYMENT AGREEMENT, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE\nCONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO\nWAIVE, SETTLE AND RELEASE ALL CLAIMS HE HAS OR MIGHT HAVE AGAINST EMPLOYER.\n \n                                      B-3\n\n    IN WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed\nthis Agreement and General Release as of the date set forth below:\n \n\n                                                       Tyco International Ltd.\n \n-------------------------------------------            By:  -----------------------------------------\nEDWARD D. BREEN                                                      SENIOR VICE PRESIDENT OF\n                                                                      HUMAN RESOURCES' NAME\n\n \n                                      B-4\n\nMR. EDWARD D. BREEN\n \n             Re: Agreement and General Release\n \nDear Ed:\n \n    This letter confirms that on DATE, I personally sent to you the enclosed\nAgreement and General Release. You have until DATE to consider this Agreement\nand General Release, in which you waive important rights, including those under\nthe Age Discrimination in Employment Act of 1967. To this end, we advise you to\nconsult with an attorney of your choosing prior to executing this Agreement and\nGeneral Release.\n \n                                          Regards,\n                                          SENIOR VICE PRESIDENT OF\n                                          HUMAN RESOURCES' NAME\n                                          Tyco International Ltd.\n \n                                      B-5\n\n                                                                      APPENDIX 1\n \nSENIOR VICE PRESIDENT OF\nHUMAN RESOURCES' NAME\nTyco International Ltd.\n \n                       Re: Agreement and General Release\n \nDear NAME,\n \n    On             [date] I executed an Agreement and General Release between\nTyco International Ltd. and me. I was advised by Tyco International Ltd., in\nwriting, to consult with an attorney of my choosing, prior to executing this\nAgreement and General Release.\n \n    More than seven (7) calendar days have expired since I executed the\nabove-mentioned Agreement and General Release. I have at no time revoked my\nacceptance or execution of that Agreement and General Release and hereby\nreaffirm my acceptance of it. Therefore, in accordance with the terms of our\nAgreement and General Release, I request payment of the monies and benefits\ndescribed in Sections 5 and 8 of the Employment Agreement.\n \n                                          Regards,\n                                          Signed: ______________________________\n                                                        EDWARD D. BREEN\n \n                                      B-6\n\n                                                                       EXHIBIT C\n \n                              GROSS-UP PROVISIONS\n \n    (a) Anything in this Agreement to the contrary notwithstanding, in the event\nit shall be determined that the Executive shall become entitled to payments\nand\/or benefits provided by this Agreement or any other amounts in the \"nature\nof compensation\" (whether pursuant to the terms of this Agreement or any other\nplan, arrangement or agreement with the Company or any affiliate, any person\nwhose actions result in a change of ownership or effective control of the\nCompany covered by Section 280G(b)(2) of the Code or any person affiliated with\nthe Company or such person) as a result of such change in ownership or effective\ncontrol of the Company (a \"Payment\") would be subject to the excise tax imposed\nby Section 4999 of the Code or any interest or penalties are incurred by the\nExecutive with respect to such excise tax (such excise tax, together with any\nsuch interest and penalties, are hereinafter collectively referred to as the\n\"Excise Tax\"), then the Executive shall be entitled to receive an additional\npayment (a \"Gross-Up Payment\") in an amount such that after payment by the\nExecutive of all taxes (including any interest or penalties imposed with respect\nto such taxes), including, without limitation, any income taxes (and any\ninterest and penalties imposed with respect thereto) and Excise Tax imposed upon\nthe Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment\nequal to the Excise Tax imposed upon the Payments.\n \n    (b) Subject to the provisions of paragraph (c), all determinations required\nto be made under this Exhibit C, including whether and when a Gross-Up Payment\nis required and the amount of such Gross-Up Payment and the assumptions to be\nutilized in arriving at such determination, shall be made by a nationally\nrecognized accounting firm (the \"Accounting Firm\") which shall provide detailed\nsupporting calculations both to the Company and the Executive within 15 business\ndays of the receipt of notice from the Executive that there has been a Payment,\nor such earlier time as is requested by the Company. The Accounting Firm shall\nbe jointly selected by the Company and the Executive and shall not, during the\ntwo years preceding the date of its selection, have acted in any way on behalf\nof the Company or its affiliated companies. If the Company and the Executive\ncannot agree on the firm to serve as the Accounting Firm, then the Company and\nthe Executive shall each select a nationally recognized accounting firm and\nthose two firms shall jointly select a nationally recognized accounting firm to\nserve as the Accounting Firm. All fees and expenses of the Accounting Firm shall\nbe borne solely by the Company. Any Gross-Up Payment, as determined pursuant to\nthis Exhibit C, shall be paid by the Company to the Executive within five days\nof the receipt of the Accounting Firm's determination. If the Accounting Firm\ndetermines that no Excise Tax is payable by the Executive, it shall furnish the\nExecutive with a written opinion, based upon \"substantial authority\" (within the\nmeaning of Section 6230 of the Code), that failure to report the Excise Tax on\nthe Executive's applicable federal income tax return would not result in the\nimposition of a negligence or similar penalty. Any determination by the\nAccounting Firm shall be binding upon the Company and the Executive, absent\nmanifest error. As a result of the uncertainty in the application of\nSection 4999 of the Code at the time of the initial determination by the\nAccounting Firm hereunder, it is possible that Gross-Up Payments which will not\nhave been made by the Company should have been made (\"Underpayment\"), consistent\nwith the calculations required to be made hereunder. In the event that the\nCompany exhausts its remedies pursuant to paragraph (c) hereof and the Executive\nthereafter is required to make a payment of any Excise Tax, the Accounting Firm\nshall determine the amount of the Underpayment that has occurred and any such\nUnderpayment shall be promptly paid by the Company to or for the benefit of the\nExecutive.\n \n    (c) The Executive shall notify the Company in writing of any claim by the\nInternal Revenue Service that, if successful, would require the payment by the\nCompany of a Gross-Up Payment. Such notification shall be given as soon as\npracticable but no later than ten business days after the Executive is informed\nin writing of such claim and shall apprise the Company of the nature of such\nclaim and the date on which such claim is requested to be paid. The Executive\nshall not pay such claim prior to the expiration of the 30-day period following\nthe date on which he gives such notice to the Company (or such shorter period\nending on the date that any payment of taxes with respect to such claim is due).\nIf\n\nthe Company notifies the Executive in writing prior to the expiration of such\nperiod that it desires to contest such claim, the Executive shall:\n \n        (i) give the Company any information reasonably requested by the Company\n    relating to such claim,\n \n        (ii) take such action in connection with contesting such claim as the\n    Company shall reasonably request in writing from time to time, including,\n    without limitation, accepting legal representation with respect to such\n    claim by an attorney reasonably selected by the Company,\n \n        (iii) cooperate with the Company in good faith in order effectively to\n    contest such claim, and\n \n        (iv) permit the Company to participate in any proceedings relating to\n    such claim; provided, however, that the Company shall bear and pay directly\n    all costs and expenses (including additional interest and penalties)\n    incurred in connection with such contest and shall indemnify and hold the\n    Executive harmless, on an after-tax basis, for any Excise Tax or income tax\n    (including interest and penalties with respect thereto) imposed as a result\n    of such representation and payment of costs and expenses. Without limitation\n    on the foregoing provisions of this paragraph (c), the Company shall control\n    all proceedings taken in connection with such contest and, at its sole\n    option, may pursue or forego any and all administrative appeals,\n    proceedings, hearings and conferences with the taxing authority in respect\n    of such claim and may, at its sole option, either direct the Executive to\n    pay the tax claimed and sue for a refund or contest the claim in any\n    permissible manner, and the Executive agrees to prosecute such contest to a\n    determination before any administrative tribunal, in a court of initial\n    jurisdiction and in one or more appellate courts, as the Company shall\n    determine; provided, however, that if the Company directs the Executive to\n    pay such claim and sue for a refund, the Company shall advance the amount of\n    such payment to the Executive, on an interest-free basis, and shall\n    indemnify and hold the Executive harmless, on an after-tax basis, from any\n    Excise Tax or income tax (including interest or penalties with respect\n    thereto) imposed with respect to such advance or with respect to any imputed\n    income with respect to such advance; and further provided the Executive\n    shall not be required by the Company to agree to any extension of the\n    statute of limitations relating to the payment of taxes for the taxable year\n    of the Executive with respect to which such contested amount is claimed to\n    be due unless such extension is limited solely to such contested amount.\n    Furthermore, the Company's control of the contest shall be limited to issues\n    with respect to which a Gross-Up Payment would be payable hereunder and the\n    Executive shall be entitled to settle or contest, as the case may be, any\n    other issue raised by the Internal Revenue Service or any other taxing\n    authority.\n \n    (d) If, after the receipt by the Executive of an amount advanced by the\nCompany pursuant to paragraph (c) hereof, the Executive becomes entitled to\nreceive any refund with respect to such claim, the Executive shall (subject to\nparagraph (f) hereof and subject to the Company's complying with the\nrequirements of paragraph (c) hereof) promptly pay to the Company the amount of\nsuch refund (together with any interest paid or credited thereon after taxes\napplicable thereto). If, after the receipt by the Executive of an amount\nadvanced by the Company pursuant to paragraph (c) hereof, a determination is\nmade that the Executive shall not be entitled to any refund with respect to such\nclaim and the Company does not notify the Executive in writing of its intent to\ncontest such denial of refund prior to the expiration of 30 days after such\ndetermination, then such advance shall be forgiven and shall not be required to\nbe repaid and the amount of such advance shall offset, to the extent thereof,\nthe amount of Gross-Up Payment required to be paid.\n \n    (e) If, pursuant to regulations issued under Section 280G or 4999 of the\nCode, the Company and the Executive were required to make a preliminary\ndetermination of the amount of an excess parachute payment and thereafter a\nredetermination of the Excise Tax is required under the applicable regulations,\nthe parties shall request the Accounting Firm to make such redetermination. If\nas a result of such redetermination an additional Gross-Up Payment is required,\nthe amount thereof shall be paid\n \n                                      C-2\n\nby the Company to the Executive within five days of the receipt of the\nAccounting Firm's determination. If the redetermination of the Excise Tax\nresults in a reduction of the Excise Tax, the Executive shall take such steps as\nthe Company may reasonably direct in order to obtain a refund of the excess\nExcise Tax paid. If the Company determines that any suit or proceeding is\nnecessary or advisable in order to obtain such refund, the provisions of\nparagraph (c) hereof relating to the contesting of a claim shall apply to the\nclaim for such refund, including, without limitation, the provisions concerning\nlegal representation, cooperation by the Executive, participation by the Company\nin the proceedings and indemnification by the Company. Upon receipt of any such\nrefund, the Executive shall (subject to paragraph (f) hereof) promptly pay the\namount of such refund to the Company. If the amount of the income taxes\notherwise payable by the Executive in respect of the year in which the Executive\nmakes such payment to the Company is reduced as a result of such payment, the\nExecutive shall, no later than the filing of his income tax return in respect of\nsuch year, pay the amount of such tax benefit to the Company (subject to\nparagraph (f) hereof). In the event there is a subsequent redetermination of the\nExecutive's income taxes resulting in a reduction of such tax benefit, the\nCompany shall, promptly after receipt of notice of such reduction, pay to the\nExecutive the amount of such reduction. If the Company objects to the\ncalculation or recalculation of the tax benefit, as described in the preceding\ntwo sentences, the Accounting Firm shall make the final determination of the\nappropriate amount. The Executive shall not be obligated to pay to the Company\nthe amount of any further tax benefits that may be realized by him as a result\nof paying to the Company the amount of the initial tax benefit.\n \n    (f) Each provision of this Exhibit C shall be interpreted in a manner\nconsistent with the overall intent of this Exhibit C, which is to make the\nExecutive whole, on an after-tax basis, from any imposition of (or claim to\nimpose) the Excise Tax, it being acknowledged and understood that the reversal\nof any advance made by the Company pursuant to paragraph (c) hereof, or the\ncorrection of any other type of overpayment of a Gross-Up Payment to the\nExecutive by the Company, may result in the Executive paying to the Company an\namount which is less than the related advance or other overpayment by the\nCompany. In particular and not by way of limitation, any other provision of this\nExhibit C notwithstanding, the Executive shall not in any event be obligated, in\nconnection with repaying any refund as described in paragraphs (d) and\n(e) hereof, to pay the Company an amount greater than the net after-tax portion\nof any advance or other type of Gross-Up Payment that he has retained or has\nrecovered as a refund from the applicable taxing authorities; but the Executive\nshall not be relieved of his obligation hereunder to recover certain amounts as\na refund or credit.\n \n                                      C-3\n\n                                                                       EXHIBIT D\n \n                                  INDEMNIFIERS\n                          Tyco International (US) Inc.\n\n                                                                       EXHIBIT E\n \n                              INDEMNITY COMMITMENT\n \nAugust   , 2002\nMr. Edward D. Breen\nc\/o Tyco International Ltd.\nOne Towne Center Road\nBoca Raton, Florida 33486\n \nDear Ed:\n \n    Reference is made to Section 19 of the employment agreement (the\n\"Agreement\"), dated as of July 25, 2002, between you and Tyco\nInternational Ltd. The purpose of this letter is to confirm that Tyco\nInternational (US) Inc. will indemnify you and hold you harmless to the fullest\nextent permitted by law and under the by-laws of the company against and in\nrespect to any and all actions, suits, proceedings, claims, demands, judgments,\ncosts, expenses (including reasonable attorney's fees), losses, and damages\nresulting from the good faith performance of your duties and obligations under\nthe Agreement.\n \n                                          TYCO INTERNATIONAL (US) INC.\n                                          By:___________________________________\n                                          Name:_________________________________\n                                          Title:________________________________\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9133],"corporate_contracts_industries":[9452],"corporate_contracts_types":[9539,9544],"class_list":["post-39873","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-tyco-international-ltd","corporate_contracts_industries-manufacturing__conglomerates","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39873","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39873"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39873"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39873"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39873"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}