EXHIBIT 10.9


 


Tyco Electronics Ltd.

2007 Stock and Incentive Plan


 


TERMS AND CONDITIONS


OF


RESTRICTED UNIT AWARD


 


RESTRICTED UNIT AWARD made as of
                                        ,
          .


 


1.             Grant
of Award.  Tyco Electronics Ltd. (the “Company”) has
granted you
              
Tyco Electronics Restricted Units, subject to the provisions of this Award
Agreement.  The Company will hold the Restricted
Units in a bookkeeping account on your behalf until they become payable or are
forfeited or cancelled.


 


2.             Payment
Amount. 
Each Restricted Unit represents one (1) Share of Common Stock.


 


3.             Form of
Payment.  Vested Restricted Units will be redeemed
solely for Shares, subject to Section 15.


 


4.             Dividends.  Restricted Units are a promise
to deliver Common Stock upon vesting. 
For each Restricted Unit that is unvested, you will be credited with a
Dividend Equivalent Unit (DEU) for any cash or stock dividends distributed by
the Company on Company Common Stock. 
DEUs will be calculated at the same dividend rate paid to other holders
of Common Stock.  DEUs will vest and be
delivered in the form of Shares in accordance with the vesting and payment
schedules applicable to the underlying Units.


 


5.             Time
of Delivery.  Except as otherwise provided for in this Award
Agreement, vested Restricted Units and Dividend Equivalent Units shall be
delivered to participants in the form of Shares as soon as is administratively
feasible following the date of vesting.


 


6.             Normal  Vesting.  Your Restricted Unit Award will vest in equal
installments over four years beginning on the first anniversary of the Grant
Date. Your vested right will be calculated on each anniversary of the Grant
Date.  No credit will be given for
periods following Termination of Employment.


 


7.             Termination
of Employment.  Any Restricted Units and DEUs that have not
vested as of your Termination of Employment, other than as set forth in
paragraphs 8, 9, 10 and 11, will immediately
be forfeited, and your rights with respect to those Restricted Units and DEUs will
end.


 


8.             Death
or Disability.  If your Termination of Employment is as a
result of your Death or Disability, your Restricted Unit Award will immediately
become fully vested.  Such 


 


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vested Restricted Units will be delivered as
soon as is administratively possible upon your Termination of Employment.  If you are deceased, the Company will make a
payment to your estate immediately after the Committee or its designee has
determined that the payee is the duly appointed executor or administrator of
your estate.


 


9.             Retirement.  If you have attained age 55 and have
completed at least five years of service, your Restricted Unit Award will vest
pro rata (rounded down to the nearest Unit, in full-month increments) based on (i) the
number of whole months that you have
completed from Date of Grant through the end of the month in which your
Termination of Employment occurs, over the original number of months of the
vesting period, times (ii) the total number of Units awarded under the
Grant minus (iii) the number of Units previously vested under the Normal
Vesting terms; provided, however, that you will not be entitled to the
accelerated vesting under this Section 9 until you have completed at least
one year of service following the Date of Grant.  Termination
of Employment within 12 months of the Grant Date will result in the forfeiture
of your Restricted Unit Award, except as otherwise provided for in paragraphs
8, 10, and 11


 


10.           Change
in Control.  If your employment is terminated following a
Change in Control, as defined in the Plan, your Restricted Unit Award will
immediately become fully vested and delivered, provided that:


 


(a) your employment is terminated by the
Company or a Subsidiary for any reason other than Cause, Disability or Death in
the twelve-month period following the Change in Control; or


 


(b) you terminate your employment with the
Company or your employing Subsidiary within the twelve-month period following
the Change in Control as a result of, and within 180 days following, the
occurrence of one of the following events:


 


i.      the Company or your
employing Subsidiary (1) assigns or causes to be assigned to you duties
inconsistent in any material respect with your position as in effect
immediately prior to the Change in Control; (2) makes or causes to be made
any material adverse change in your position, authority, duties or
responsibilities; or (3) takes or causes to be taken any other action
which, in your reasonable judgment, would cause you to violate your ethical or
professional obligations (after written notice of such judgment has been
provided by you to the Company and the Company has been given a 15-day period
within which to cure such action), or which results in a significant diminution
in such position, authority, duties or responsibilities; or


 


ii.     the Company or your
employing subsidiary, without your consent, (1) requires you to relocate
to a principal place of employment more than fifty (50) miles from your
existing place of employment; or (2) reduces your base salary, annual
bonus, or retirement, welfare, stock incentive, perquisite (if any) and other
benefits taken as a whole.


 


11.           Termination
of Employment as a Result of Divestiture or Outsourcing. If your Termination of Employment is as a result of a Disposition of
Assets, Disposition of a Subsidiary or Outsourcing Agreement, your Restricted
Unit Award will vest pro rata (rounded down to the nearest Unit in full-month
increments) and will be delivered immediately. 
The pro 


 


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rated vesting will be based on (i) the
number of whole months that you have
completed from Grant Date through the closing date of the applicable transaction
over the original number of months of the vesting period, times (ii) the
total number of Units awarded under the Grant minus (iii) the number of
Units previously vested under the Normal Vesting terms.


 


Notwithstanding
the foregoing, you shall not be eligible for such pro-rata vesting if, (i) your
Termination of Employment occurs on or prior to the closing date of such
Disposition of Assets or Disposition of a Subsidiary, as applicable, or on such
later date as is specifically provided in the applicable transaction agreement
or related agreements, or on the effective date of such Outsourcing Agreement
applicable to you (the “Applicable Employment Date”), and (ii) you are
offered Comparable Employment with the buyer, successor company or outsourcing
agent, as applicable, but do not commence such employment on the Applicable
Employment Date.


 


For
the purposes of this Section 11, (a) “Comparable Employment” shall
mean employment at a base salary rate and bonus target that is at least equal
to the base salary rate and bonus target in effect immediately prior to your
termination of employment and at a location that is no more than 50 miles from
your job location in effect immediately prior to your termination of
employment; (b) “Disposition of Assets” shall mean the disposition by the
Company or a Subsidiary of all or a portion of the assets used by the Company
or Subsidiary in a trade or business to an unrelated corporation or
entity;  (c) “Disposition of a
Subsidiary” shall mean the disposition by the Company or a Subsidiary of its
interest in a subsidiary or controlled entity to an unrelated individual or
entity, provided that such subsidiary or entity ceases to be an affiliated
company as a result of such disposition; and (d) “Outsourcing Agreement”
shall mean a written agreement between the Company or a Subsidiary and an unrelated
third party (“Outsourcing Agent”) pursuant to which the Company transfers the
performance of services previously performed by employees of the Company or
Subsidiary to the Outsourcing Agent, and the Outsourcing Agreement includes an
obligation of the Outsourcing Agent to offer employment to any employee whose
employment is being terminated as a result of or in connection with said
Outsourcing Agreement.


 


12.           Responsibility
for Taxes.  Regardless of
any action the Company or your
employer (the “Employer”) takes with respect to any or all income tax, social
insurance, payroll tax, payment on account or other tax-related items related
to your participation in the Plan and legally applicable to you (“Tax-Related
Items”), by accepting the Award, you acknowledge that the ultimate liability
for all Tax-Related Items is and remains your responsibility and may exceed the
amount actually withheld by the Company or the Employer.  You further acknowledge that the Company and/or
the Employer do not commit to and are under no obligation to structure the
terms of the grant or any aspect of the Restricted Units to reduce or eliminate
your liability for Tax-Related Items or achieve any particular tax result.  Further, if you have become subject to tax in
more than one jurisdiction between the date of grant and the date of any
relevant taxable event, you acknowledge that the Company and/or the Employer
(or former employer, as applicable) may be required to withhold or account for
Tax-Related Items in more than one jurisdiction.


 


Prior
to any relevant taxable or tax withholding event, as applicable, you will pay
or make adequate arrangements satisfactory to the Company and/or the Employer
to satisfy all Tax-


 


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Related
Items.  In this regard, you authorize the
Company and/or the Employer, or their respective agents, at their discretion,
to satisfy the obligations with regard to all Tax-Related Items by one or a
combination of the following:


 


(1)           withholding from your wages
or other cash compensation paid to you by the Company and/or the Employer; or


 


(2)           withholding from proceeds of
the sale of Shares acquired upon vesting of the Restricted Units either through
a voluntary sale or through a mandatory sale arranged by the Company (on your
behalf pursuant to this authorization); or


 


(3)           withholding in Shares to be
issued upon vesting of the Restricted Units.


 


To
avoid negative accounting treatment, the Company may withhold or account for
Tax-Related Items by considering applicable minimum statutory withholding
amounts or other applicable withholding rates. 
If the obligation for Tax-Related Items is satisfied by withholding in
Shares, for tax purposes, you are deemed to have been issued the full number of
Shares subject to the vested Restricted Units, notwithstanding that a number of
the Shares are held back solely for the purpose of paying the Tax-Related Items
due as a result of any aspect of your participation in the Plan.


 


Finally,
you shall pay to the Company or the Employer any amount of Tax-Related Items
that the Company or the Employer may be required to withhold or account for as
a result of your participation in the Plan that cannot be satisfied by the
means previously described.  The Company may refuse to issue or
deliver the Shares or the proceeds of the sale of Shares if you fail to comply
with your obligations in connection with the Tax-Related Items.


 


13.           Transfer
of Award.  You may not transfer any interest in
Restricted Units except by will or the laws of descent and distribution.  Any other attempt to dispose of your interest
in Restricted Units will be null and void.


 


14.           Covenant;
Forfeiture of Award; Agreement to Reimburse Company.


 


(a)           If
you have been terminated for Cause, any unvested restricted units shall be
immediately rescinded and, in addition, you hereby agree and promise
immediately to deliver to the Company the number of Shares (or, in the
discretion of the Committee, the cash value of said shares) you received for
Restricted Units that vested during the period six (6) months prior to
your Termination of Employment through the date of Termination of Employment.


 


(b)           If,
after your Termination of Employment, the Committee determines in its sole
discretion that while you were a Company or Subsidiary employee you engaged in
activity that would have constituted grounds for the Company or Subsidiary to
terminate your employment for Cause, then you hereby agree and promise
immediately to deliver to the Company the number of Shares (or, in the
discretion of the Committee, the cash value of said shares) you received for
Restricted Units that vested during the period six (6) months prior to
your Termination of Employment through the date of Termination of Employment.


 


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(c)           If
the Committee determines, in its sole discretion, that at any time after your
Termination of Employment and prior to the second anniversary of your
Termination of Employment you (i) disclosed business confidential or
proprietary information related to any business of the Company or Subsidiary or
(ii) have entered into an employment or consultation arrangement
(including any arrangement for employment or service as an agent, partner,
stockholder, consultant, officer or director) with any entity or person engaged
in a business and (A) such employment or consultation arrangement would
likely (in the Committee’s sole discretion) result in the disclosure of
business confidential or proprietary information related to any business of the
Company or a Subsidiary to a business that is competitive with any Company or
Subsidiary business as to which you have had access to business strategic or
confidential information, and  (B) the
Committee has not approved the arrangement in writing, then you hereby agree and
promise immediately to deliver to the Company the number of Shares (or, in the
discretion of the Committee, the cash value of said shares) you received for
Restricted Units that vested during the period six (6) months prior to
your Termination of Employment through the date of Termination of Employment.


 


15.           Adjustments.  In the event of any stock
split, reverse stock split, dividend or other distribution (whether in the form
of cash, Shares, other securities or other property), extraordinary cash dividend,
recapitalization, merger, consolidation, split-up, spin-off, reorganization,
combination, repurchase or exchange of Shares or other securities, the issuance
of warrants or other rights to purchase Shares or other securities, or other
similar corporate transaction or event, the Committee shall adjust the number
and kind of Shares covered by the Restricted Units and other relevant
provisions to the extent necessary to prevent dilution or enlargement of the
benefits or potential benefits intended to be provided by the Restricted Units.


 


16.           Restrictions
on Payment of Shares.  Payment of Shares for your Restricted Units
is subject to the conditions that, to the extent required at the time of
delivery, (a) the Shares underlying the Restricted Units will be duly
listed, upon official notice of redemption, upon the NYSE, and (b) a
Registration Statement under the Securities Act of 1933 with respect to the
Shares will be effective.  The Company
will not be required to deliver any Common Stock until all applicable federal
and state laws and regulations have been complied with and all legal matters in
connection with the issuance and delivery of the Shares have been approved by
counsel of the Company.


 


17.           Disposition
of Securities.  By accepting the Award, you acknowledge that
you have read and understand the Company’s insider trading policy, and are
aware of and understand your obligations under federal securities laws in
respect of trading in the Company’s securities. 
The Company will have the right to recover, or receive reimbursement
for, any compensation or profit realized on the disposition of Shares received
for Restricted Units to the extent that the Company has a right of recovery or
reimbursement under applicable securities laws.


 


18.           Plan
Terms Govern.  The redemption of Restricted Units, the
disposition of any Shares received for Restricted Units, and the treatment of
any gain on the disposition of these Shares are subject to the terms of the
Plan and any rules that the Committee may prescribe.  The Plan document, as may be amended from
time to time, is incorporated into this Award Agreement.  Capitalized terms used in this Award
Agreement have the meaning set forth in the Plan, unless otherwise stated in
this Award Agreement.  In the event of
any conflict between the 


 


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terms of the Plan and the terms of this Award
Agreement, the Plan will control.  By
accepting the Award, you acknowledge receipt of the Plan and the prospectus, as
in effect on the date of this Award Agreement.


 


19.           Data Privacy.  By accepting the Award, you hereby explicitly
and unambiguously consent to the collection, use and transfer, in electronic or
other form, of your personal data as described in this Award Agreement and any
other grant materials by and among, as applicable, your Employer, the Company
and its Subsidiaries (or former Subsidiaries as are deemed necessary) for the
exclusive purpose of implementing, administering and managing your
participation in the Plan.


 


You understand that the Company and the Employer
may hold certain personal information about you, including, but not limited to,
your name, home address and telephone number, date of birth, social insurance
number or other identification number, salary, nationality, job title, any
Shares or directorships held in the Company, details of all Restricted Units or
any other entitlement to Shares awarded, canceled, exercised, vested, unvested
or outstanding in your favor, for the exclusive purpose of implementing,
administering and managing the Plan (“Data”).


 


You understand that Data may be transferred to any
third parties assisting the Company with the implementation, administration and
management of the Plan.  You understand
that these recipients of the Data may be located in the United States or
elsewhere, and that the recipients’ country (e.g., the United States) may have
different data privacy laws and protections than your country.  You understand that you may request a list
with the names and addresses of any potential recipients of the Data by
contacting your local Human Resources Representative.  You authorize the Company and the recipients
assisting the Company (presently or in the future) with implementing,
administering and managing the Plan to receive, possess, use, retain and
transfer the Data, in electronic or other form, for the sole purpose of
implementing, administering and managing your participation in the Plan.  You understand that Data will be held only as
long as is necessary to implement, administer and manage your participation in
the Plan.  You understand that you may,
at any time, view Data, request additional information about the storage and
processing of Data, require any necessary amendments to Data or refuse or
withdraw the consents herein, in any case without cost, by contacting in
writing your local Human Resources Representative.  You understand, however, that refusing or
withdrawing your consent may affect your ability to participate in the Plan.  For more information on the consequences of
your refusal to consent or withdrawal of consent, you understand that you may
contact your local Human Resources Representative.


 


20.           Nature
of Grant.  By accepting the Award, you acknowledge that:


 


(a)           the Plan is established
voluntarily by the Company, it
is discretionary in nature and it may be modified, amended, suspended or
terminated by the Company at any time;


 


(b)           the grant of the Restricted
Units is voluntary and occasional and does not create any contractual or other
right to receive future grants of Restricted Units, or benefits in lieu of
Restricted Units, even if Restricted Units have been granted repeatedly in the
past;


 


(c)           all decisions with respect
to future Restricted Unit grants, if any, will be at the sole discretion of the
Company;


 


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(d)           your participation in the
Plan shall not create a right to further employment with the Employer and shall
not interfere with the ability of the Employer to terminate your employment
relationship at any time;


 


(e)           you are voluntarily
participating in the Plan;


 


(f)            the Restricted Units and the
Shares subject to the Restricted Units are extraordinary items that do not
constitute part of your ordinary ongoing compensation;


 


(g)           the Restricted Units and the
Shares subject to the Restricted Units are not intended to replace any pension
rights or compensation;


 


(h)           the Restricted Units and the
Shares subject to the Restricted Units are not part of normal or expected
compensation or salary for any purposes, including, but not limited to,
calculating any severance, resignation, termination, redundancy, dismissal, end
of service payments, bonuses, long-service awards, pension or retirement or
welfare benefits or similar payments and in no event should be considered as
compensation for, or relating in any way to, past services for the Company, the Employer or any
Subsidiary of  the Company;


 


(i)            the Restricted Unit grant
and your participation in the Plan will not be interpreted to form an
employment contract or relationship with the Company or any Subsidiary of the Company;


 


(j)            the future value of the
underlying Shares is unknown and cannot be predicted with certainty;


 


(k)           in consideration of the
grant of the Restricted Units, no claim or entitlement to compensation or damages
shall arise from forfeiture of the Restricted Units resulting from termination
of your employment with the Company
or the Employer (for any reason whatsoever and whether or not in breach of
local labor laws) and you irrevocably release the Company and the Employer from any such claim that may arise;
if, notwithstanding the foregoing, any such claim is found by a court of
competent jurisdiction to have arisen, you shall be deemed irrevocably to have
waived your entitlement to pursue such claim;


 


(l)           the Restricted Units and the
benefits under the Plan, if any, will not automatically transfer to another
company in the case of a merger, take-over or transfer of liability;


 


(m)          payment
of your Restricted Units is not secured by a trust, insurance contract or other
funding medium, and you do not have any interest in any fund or specific asset
of the Company by reason of this Award or the account established on your
behalf; and


 


(n)           you
have no rights as a stockholder of the Company pursuant to the Restricted Units
until Shares are actually delivered to you.


 


21.           No Advice Regarding Grant.  The Company is not providing any tax, legal
or financial advice, nor is the Company making any recommendations regarding
your participation in the Plan or your acquisition or sale of the underlying
Shares.  You are hereby advised to
consult with your own personal tax, legal and financial advisors regarding your
participation in the Plan before taking any action related to the Plan.


 


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22.           Incorporation
of Other Agreements.  This Award Agreement and the Plan constitute
the entire understanding between you and the Company regarding the Restricted
Units.  This Award Agreement supercedes
any prior agreements, commitments or negotiations concerning the Restricted
Units.


 


23.           Severability.  The invalidity or
unenforceability of any provision of this Award 
will not affect the validity or enforceability of the other provisions
of the Agreement, which will remain in full force and effect.  Moreover, if any provision is found to be
excessively broad in duration, scope or covered activity, the provision will be
construed so as to be enforceable to the maximum extent compatible with
applicable law.


 


24.           Delayed Payment.  Notwithstanding anything in
this Award Agreement to the contrary, if the Employee (i) is subject to US
Federal income tax on any part of the payment of the Restricted Units, (ii) is
a “specified employee” within the meaning of section 409A(a)(2)(B) of the
Internal Revenue Code and the regulations thereunder, and (iii) is or will
become eligible for Retirement prior to the Normal Vesting of some or all of
the Restricted Units, then any payment of Restricted Units that is made on
account of his separation from service within the meaning of section
409A(a)(2)(A)(i) of the Internal Revenue Code and the regulations
thereunder shall be delayed until six months following such separation from
service.


 


25.           Language.  If you have received this Award Agreement or
any other document related to the Plan translated into a language other than
English and if the meaning of the translated version is different than the
English version, the English version will control.


 


26.           Electronic
Delivery.  The Company may, in its sole
discretion, decide to deliver any documents related to current or future
participation in the Plan by electronic means. 
You hereby consent to receive such documents by electronic delivery and
agree to participate in the Plan through an on-line or electronic system
established and maintained by the Company
or a third party designated by the Company.


 


27.           Imposition
of Other Requirements.  The
Company reserves the right to impose other requirements on your participation
in the Plan, on the Restricted Units and on any Shares acquired under the Plan,
to the extent the Company determines it is necessary or advisable in order to
comply with local law or facilitate the administration of the Plan, and to
require you to sign any additional agreements or undertakings that may be
necessary to accomplish the foregoing.


 


By accepting this Award, you agree to the
following:


 


(i)            you
have carefully read, fully understand and agree to all of the terms and
conditions described in this Award Agreement and the Plan; and


 


(ii)           you
understand and agree that this Award Agreement and the Plan constitute the
entire understanding between you and the Company regarding the Award, and that
any prior agreements, commitments or negotiations concerning the Restricted
Units are replaced and superseded.


 


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