Exhibit
10.18


 


Tyco
International Ltd.


 


Director Compensation


 


FY09 DSU Award Agreement


 


Effective Date: September 29, 2008


 

















 


Tyco International Ltd.


FY09 DSU Award Agreement


 


Recipient
Information


 


Name:


Address:


 


FY09
DSU Award Description


 


In recognition of your service as a member of the Board of Directors of
Tyco International Ltd. (the “Company”), on September 29, 2008, you have
been awarded 3,521 deferred stock units (the “Units”) under the terms of the
Tyco International Ltd. 2004 Stock and Incentive Plan (the “Plan”), a copy of
which is enclosed herewith.  The
effective date of the grant is September 29, 2008, and the number of Units you were granted represents the value of
$120,000 divided by the closing stock price on the date of grant.  Based on Tyco’s closing stock price per share
of $34.09, the grant date value of your FY09 DSU award was $120,031.


 


Vesting


 


All Units are immediately
vested on the date of grant.  All
dividend equivalents are immediately vested on the date the dividend equivalents
are credited to your account.


 


Dividend Treatment


 


If on any date the Company
pays a cash dividend on common shares of the Company (the “Shares”), you will
receive dividend equivalents on your Units credited in the form of additional
Units.  Tyco will calculate the number of
Units credited to you using the formula provided in Appendix A.


 


Settlement
of your DSU Award


 


Upon
the first to occur of (i) 30 days following termination of your service as
a member of the Board of Directors of the Company (except in the event of
Cause), or (ii) a Change in Control, the Company shall issue to you a
number of Shares equal to the aggregate number of Units credited to you on such
date in full satisfaction of such Units; provided, however, that in the event
that the Company is involved in a transaction in which the Shares will be
exchanged for cash, the Company shall issue to you immediately prior to the
consummation of such transaction a number of Shares equal to the aggregate
number of vested Units credited to you on such date.  Immediately after such issuance of Shares,
all Units standing to your credit shall terminate
immediately and be of no further force or effect.  Any fractional Unit shall be rounded up to
the next whole Share as no fractional Shares shall be issued.


 


Consequences of Termination for “Cause”


 


Termination for “Cause” occurs when an individual ceases to be a Director by
reason of his or her removal by the Board for misconduct, actions considered
willfully or wantonly harmful to the Company. 
In such event, all Units will be immediately forfeited.


 


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Tyco International Ltd.


FY09 DSU Award Agreement


 


Authority


 


The
terms and conditions of the Plan are incorporated herein by reference and all capitalized terms in this Award Agreement
shall have the meanings granted to such terms in the Plan, unless a different
definition for a term is provided in this Award Agreement, in which case the
definition provided in this Award Agreement shall control.  Any conflict between the terms and conditions of this Award Agreement and the Plan
shall be governed by the terms and conditions of such Plan, including any Plan
provision that may be subsequently adopted to comply with Section 409A of
the U.S. Internal Revenue Code.


 


Tax
Implications of Your DSU Award


 


Since
this is a deferred stock unit award, generally, under current U.S. tax rules,
federal income tax (including self-employment tax for non-employee directors)
will be due when the Shares are distributed. 
If you are subject to taxes in a jurisdiction other than the U.S.,
please contact your tax advisor on the tax reporting requirements.


 


Assignability


 


You
cannot sell, assign, exchange, pledge or otherwise transfer the Units.  If you remain an affiliate of the Company
after the Shares are issued, or were an affiliate of the Company within the
three month period prior to sale of the Shares, there may be various
restrictions on the disposition of the Shares. 
If this is the case, the Company should be notified if you desire to
dispose of the Shares in order to determine whether the disposition may be made
without violating applicable law.


 


Award
Acknowledgement – Action Required


 


Please
acknowledge your acceptance of the FY09 DSU award by returning a signed copy of
the FY09 DSU Acceptance Form in the enclosed Federal Express envelope.


 


For
Additional Information


 


If
you have any questions about the Plan, please call either Bill Gentry
(609-720-4337) or Tricia Hiller (609-806-2190) in our Executive Compensation
group.


 


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Tyco International Ltd.


FY09 DSU Award Agreement


 


Appendix A


 


Crediting of Dividends


 


If
on any date the Company pays a cash dividend on common shares of the Company
(the “Shares”), you will receive dividend equivalents on your Units credited in
the form of additional Units.  The number
of Units credited to you shall be determined by the following formula:


 


	
   

  	
  (# of Units in your
  account1 x Cash Dividend Amount)

  	
   

  
	
   

  	
  Fair Market Value per
  Share on Dividend Payment Date2

  	
   

  



 


Note 1 = Aggregate number
of Units credited to you as of the dividend record date.


 


Note 2 = Fair Market
Value is the closing sales price on the dividend payment date.


 


In
the case of a dividend paid on Shares in the form of Shares, the number of
additional Units credited to you shall equal to the product of (i) the
aggregate number of Units that have been credited to you through the related
dividend record date, and (ii) the number of Shares (including any
fraction thereof) payable as a dividend on a Share.  The number and terms of the Units shall be
adjusted in accordance with the provisions of the Plan.


 


In the case of a dividend payable in property other than Shares or
cash, the per Share value of such dividend shall be the same as applied to all
other shareholders of the Company as is determined in good faith by the Board.


 


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Tyco International Ltd.


FY09 DSU Award Agreement


 


Tyco Board of Directors


 


FY09 Deferred Stock Unit Award


 


(Please
sign below and return a copy of the FY09 Award Agreement in the enclosed
envelope)


 


I
hereby accept the deferred stock unit award described in this Award
Agreement.  I agree to be bound by the
provisions of the Tyco International Ltd. 2004 Stock and Incentive Plan and the
Award Agreement.  I have been advised
that if I am an affiliate of the Company, resales of any Shares received by me
will be subject to the Securities Act of 1933, as amended (the “Act”) and I
agree that I will comply with restrictions on resales by affiliates as provided
by the Act.  In addition, by signing and
returning a copy of this agreement, I acknowledge receipt of the documents
constituting the Plan.


 


 


	
  Signature:

  	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name: