EXHIBIT
10.13


 


Tyco
Electronics Ltd.

2007 Stock and Incentive Plan


 


TERMS AND CONDITIONS


OF


RESTRICTED UNIT AWARD


 


RESTRICTED UNIT AWARD made as of                                 ,
2007.


 


1.             Grant of Award.  Tyco Electronics Ltd. (“the
Company”) has granted you Restricted Units, the amount of which is set forth in
a separate grant notification letter (“Grant Letter”), 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.             Time of Delivery.  Except
as otherwise provided for in this Award Agreement, all vested Restricted Units
and Dividend Equivalent Units shall be delivered to participants as soon as is
administratively feasible following the Normal Vesting of the award.


 


5.             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 accordance with the vesting and payment schedules applicable to the
underlying Units.


 


6.             Normal  Vesting.  Except in the event of your Normal Retirement
(Termination of Employment on or after age 60 if the sum of your age and years
of service is at least 70), Retirement (Termination of Employment on or after
age 55 if the sum of your age and years of service is at least 60), Termination
of Employment, Death or Disability or a Change in Control, all restrictions on
the Restricted Units will lapse in installments as follows: one third (1/3) of
the Shares specified in your Grant Letter, two (2) years from the Grant Date;
an additional one third (1/3) of the Shares, three (3) years from the Grant
Date; and the remaining one third (1/3), four (4) years from the Grant
Date.  Your vested right will be
calculated on the anniversary of the Grant Date.  No credit will be given for periods following
Termination of Employment, except as specifically provided herein.


 


7.             Termination of Employment. 
Any Restricted Units 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 will end.


 


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8.             Death or Disability. 
If your Termination of Employment is as a result of your Death or
Disability, your Award will immediately become fully vested.  Such 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 upon grant of the Restricted
Units, you are, or will become within the Normal Vesting period, eligible for
Retirement or Normal Retirement, then different vesting and delivery rules may
apply to your Restricted Units.  Termination
of Employment as a result of your Retirement (as defined in paragraph 6) or
Normal Retirement (as defined in paragraph 6) within
12 months of the Grant Date will result in the forfeiture of your Restricted
Units, except as otherwise provided for in paragraphs 8, 10, and 11.  If you remain employed with the Company for a
period of 12 months after the grant of the Restricted Units then the vesting of
your Restricted Units shall accelerate on the following terms:


 


(a) Retirement:  Once you have satisfied the 12 month
employment requirement following the date of grant of the Restricted Units,
upon becoming Retirement eligible, your Restricted Units will vest pro rata
rounded down to the nearest Unit (in full-month increments) each month based
on (i) the number of whole months that you have completed from Grant Date through the end of the
current month, 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;


 


(b)  Normal Retirement: 
Once you have satisfied the 12 month employment requirement following
the date of grant of the Restricted Units, upon becoming normal retirement
eligible, your Restricted Units will immediately be fully vested.


 


In the case of
Retirement and Normal Retirement eligible participants, the Restricted Units
will be delivered upon the earlier of: (1) termination from service, which
qualifies as a Retirement or Normal Retirement, or (2) the normal delivery schedule
in paragraph 4.


 


10.           Change in Control.  If
your employment is terminated following a Change in Control, as defined in the
Plan, your Restricted Units 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


 


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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 (in full-month increments) and will be delivered
immediately.  The pro 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 shares awarded under the Grant minus
(iii) the number of shares 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


 


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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.          Withholdings. 
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 amount
necessary to satisfy applicable tax requirements, as determined by the
Committee.  If you have not satisfied
your tax withholding requirements in a timely manner, the Company will have the
right to sell the number of shares necessary to satisfy such requirements.


 


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.


 


(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.


 


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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 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.           Personal Data.  To comply with applicable law
and to administer the Plan and this Award Agreement 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 work 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


 


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its administration of
the Plan to be appropriate.  You have the
right to review and correct your personal data by contacting your local Human
Resources Representative.  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.


 


20.           No Contract of Employment or Promise of Future
Grants.  By accepting the Award, you agree to be bound
by the terms and conditions of this Award Agreement and acknowledge that the
Award is granted at the sole discretion of the Company and is not considered
part of any contract of employment with the Company or of your ordinary or
expected salary or other compensation and will not be considered as part of
such salary or compensation for purposes of any pension benefits or in the
event of severance, redundancy or resignation. 
If your employment with the Company or a Subsidiary 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.


 


21.           Limitations.  Nothing in this Award Agreement
or the Plan gives you any right to continue in the employ of the Company or any
of its Subsidiaries or to interfere in any way with the right of the Company or
any Subsidiary to terminate your employment at any time.  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.


 


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 Agreement 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 or Normal 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.


 


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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.


 


You will be deemed to
consent to the application of the terms and conditions set forth in this Award
Agreement and the Plan unless you contact Tyco Electronics, Ltd., c/o Equity
Plan Administration, 1050 Westlakes Drive, Berwyn, PA 19312 in writing within
thirty (30) days of the date of this Award Agreement.  Notification of your non-consent will nullify
this grant unless otherwise agreed to in writing by you and the Company.


 


 


	
   

  	
  Thomas J. Lynch

  
	
   

  	
  Chief Executive
  Officer,

  
	
   

  	
  Tyco Electronics,
  Ltd.

  



 


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