Exhibit 10.17


 


Tyco International Ltd.

2004 Stock and Incentive Plan (the “Plan”)


 


TERMS
AND CONDITIONS


OF


RESTRICTED
UNIT AWARD


 


RESTRICTED UNIT AWARD made in Schaffhausen,
Switzerland as of [     ] (the “Grant
Date”).


 


1.             Grant of Award.  Tyco
International Ltd. (the “Company”) has granted you Restricted Units, as
described in the grant notification letter that was issued to you (“Grant
Letter”), subject to the provisions of these Terms and Conditions.  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 13.


 


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 in accordance with the vesting schedule applicable to the
underlying Units and shall be payable at the same time that the underlying Units
are payable as provided herein.


 


5.             Vesting.  Your Restricted
Units will vest in full on the one (1) year anniversary of the Grant Date,
provided you are a member of the Company’s Board of Directors on such date.  No credit will be given for periods following
Termination of Directorship, except as specifically provided herein. Except as
otherwise provided in these Terms and Conditions, any payment shall be made to
you as soon as practicable following the vesting date set forth in this Section 5.


 


6.             Termination of Directorship. 
Any Restricted Units that have not vested as of your Termination of
Directorship pursuant to paragraphs 7 and 8 will immediately be forfeited, and
your rights with respect to such Restricted Units will end. Termination of
Directorship means the date of termination of service as a member of the Board
of Directors for any reason, with or without Cause, as determined by the Board.


 


7.             Death or Disability.  If
your Termination of Directorship is a result of your Death or Disability, your
Award will become fully vested as of your Termination of Directorship.  Any payment shall
be made to you as soon as practicable following your Termination of
Directorship.  If you
are deceased, the Company will make a payment to your 


 


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estate only after the
Committee has determined that the payee is the duly appointed executor or
administrator of your estate.


 


8.             Change in Control.  In
the event of a Change in Control of Tyco International Ltd., as defined in the
Plan document, and your Termination of Directorship in connection with a Change
in Control, Restricted Units will immediately become fully vested and payment
shall be made as soon as practicable following such Termination of Directorship.


 


9.             Withholdings; Tax Recovery. 
The Company will have the right, prior to any issuance or delivery of
Shares on your Restricted Units, to withhold or require from you the payment of
the amount necessary to satisfy applicable tax requirements.


 


10.           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.


 


11.           Forfeiture
of Award.  If your services as
a Director of the Company have been terminated for Cause, any unvested Restricted
Units shall be immediately rescinded and you will forfeit any rights you have
with respect to such Units.


 


12.           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.  Any such
determinations and adjustments made by the Committee will be binding on all
persons.


 


13.           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.


 


14.           Disposition of Securities. 
By accepting the Award, you acknowledge that you have read and
understand the Company’s 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.


 


15.           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 


 


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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 these Terms and Conditions.  Capitalized terms used in these Terms and
Conditions have the meaning set forth in the Plan, unless otherwise stated in
these Terms and Conditions.  In the event
of any conflict between the terms of the Plan and the terms of these Terms and
Conditions, the Plan will control.  By
accepting the Award, you acknowledge receipt of the Plan and the prospectus, as
in effect on the date of these Terms and Conditions.


 


16.           Personal Data.  To
comply with applicable law and to administer the Plan and these Terms and
Conditions properly, the Company and its agents may hold and process your
personal data and/or sensitive personal data. 
Such data includes, but is not limited to, the information provided in
this grant package and any changes thereto, other appropriate personal and
financial data about you, and information about your participation in the Plan
and Shares obtained under the Plan from time to time.  By accepting the Award, you hereby give your
explicit consent to the Company’s processing any such personal data and/or
sensitive personal data.  You also hereby
give your explicit consent to the Company’s transfer of any such personal data
and/or sensitive personal data outside the country in which you perform
services as a Director or reside and to the United States.  The legal persons for whom your personal data
are intended include the Company and any of its Subsidiaries (or former Subsidiaries
as are deemed necessary), the outside Plan administrator as selected by the
Company from time to time, and any other person that the Company may find in
its administration of the Plan to be appropriate.  You have the right to review and correct your
personal data by contacting the Office of the Corporate Secretary.  You understand that the transfer of the
information outlined here is important to the administration of the Plan, and
that failure to consent to the transmission of such information may limit or
prohibit your participation in the Plan.


 


17.           No Contract or Promise of Future Grants.  By accepting the Award, you agree to be bound
by these Terms and Conditions and acknowledge that the Award is granted at the
sole discretion of the Company and is not considered part of any contract of service
as a Board member with the Company or other compensation.   If your service as a Board member with the
Company is terminated for any reason, whether lawfully or unlawfully, you agree
that you will not be entitled by way of damages for breach of contract,
dismissal or compensation for loss of office or otherwise to any sum, shares or
other benefits to compensate you for the loss or diminution in value of any
actual or prospective rights, benefits or expectation under or in relation to
the Plan.


 


18.           Limitations.  Nothing
in these Terms and Conditions or the Plan gives you any right to continue in
the service as a Board member with the Company or any of its Subsidiaries.  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.  You have no rights as a stockholder of the
Company pursuant to the Restricted Units until Shares are actually delivered to
you.


 


19.           Incorporation of Other Agreements.  These Terms and Conditions and the Plan
constitute the entire understanding between you and the Company regarding the
Restricted Units.  


 


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These Terms and
Conditions supercede any prior agreements, commitments or negotiations
concerning the Restricted Units.


 


20.           Severability.  The
invalidity or unenforceability of any provision of these Terms and Conditions
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.


 


21.           Sections 409A and 457A.  The award is intended to be an
exempt “short-term deferral” under Sections 409A and 457A of the Internal
Revenue Code of the United States. The Committee may make such modifications to
these Terms and Conditions as it deems necessary or appropriate to ensure that
the Award is exempt from Sections 409A and 457A.


 


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 these Terms and Conditions and the Plan; and


 


(ii)           you
understand and agree that these Terms and Conditions 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.


 


You will be deemed to
consent to the application of the terms and conditions set forth in these Terms
and Conditions and the Plan unless you contact Tyco International Ltd., c/o Tyco
International Management Company, Attn: Equity Plan Administration, 9 Roszel
Road, Princeton, NJ 08540 in writing within thirty (30) days of the date of these
Terms and Conditions.  Notification of
your non-consent will nullify this grant unless otherwise agreed to in writing
by you and the Company.


 


 


	
   

  	
   

  
	
   

  	
  Edward D. Breen

  
	
   

  	
  Chairman of the Board

  
	
   

  	
  and Chief Executive Officer,

  
	
   

  	
  Tyco International,
  Ltd.

  



 


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