Exhibit 10.8


Tyco International Ltd.

2004 Stock and Incentive Plan


TERMS AND
CONDITIONS

OF

PERFORMANCE SHARE UNIT AWARD


PERFORMANCE
SHARE UNIT AWARD made in Princeton, New Jersey, as of July 2, 2007 (“Grant Date”).


1.             Grant of
Award.  Tyco International Ltd.
(“the Company”) has granted you 
Performance Share Units, as described in the grant notification letter
issued to you (“Grant Letter”), subject to the provisions of these Terms and
Conditions.  The Company will hold the
Performance Share Units in a bookkeeping account on your behalf until they
become payable or are forfeited or cancelled.


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


3.             Form of
Payment.  Your vested
Performance Share Unit Award, determined in accordance with Section 4, will be
redeemed solely for Shares, subject to Section 14.


4.             (a) Vesting.  Subject to Section 4(b), your Performance
Share Unit Award will fully vest at the end of the performance cycle, as
described in Appendix A, if you are then an active employee. Any payment shall
be made as soon as practicable following the end of the performance cycle.


                (b) Award Adjustment.  The target number of Performance Share Units
specified in your Grant Letter shall be adjusted at the end of the performance
cycle based on the level of attainment of the performance metrics and
satisfaction of the other terms and conditions described in Appendix A.  Such adjustment shall range from 0% to 200%
of the target award set forth in your Grant Letter.  The determination of the attainment of the
performance metrics and satisfaction of any other applicable terms and
conditions will be made at the sole discretion of the Committee.


5.             Termination of Employment. 
Any Performance Share Units that have not been earned as of your
Termination of Employment pursuant to paragraphs 6 through 10 will immediately
be forfeited, and your rights with respect to these Performance Share Units
will end. Termination
of Employment means the date of cessation of an Employee’s employment
relationship with the Company or a subsidiary for any reason, with or without
Cause, as determined by the Company.













 


6.             Death or
Disability.  If your
employment with the Company terminates because of your Death or Disability, you
will earn a pro rata portion of your Award, if any, determined in accordance
with Section 4 above, based on the number of full months you have completed in
the performance period applicable to the Award. Any payment shall be made as
soon as practicable following the end of the performance cycle.


If
you are deceased, the Company will make the payment, if any, to your estate
only after the Committee has determined that the payee is the duly appointed
executor or administrator of your estate.


7.             Retirement.  For purposes of this Section 7, “Retirement”
means Termination of Employment on or after age 55 if the sum of your age and
full years of service with the Company is at least 60, and “Normal Retirement”
means Termination of Employment on or after age 60 if the sum of your age and
full years of service with the Company is at least 70.  If your employment with the Company
terminates because of your Retirement or Normal Retirement less than 12 months
after the Grant Date, your Performance Share Units will immediately be
forfeited and your rights with respect to such Units will end.  If your employment with the Company
terminates because of your Retirement twelve or more months after the Grant
Date, you will earn a pro rata portion of your Award, if any, determined in
accordance with Section 4 above, based on the number of full months you have
completed in the performance cycle applicable to the Award. If your employment
with the Company terminates because of your Normal Retirement twelve or more
months after the Grant Date, your Award will be determined in accordance with
Section 4 above, as if you had continued active employment through the end of
the performance cycle applicable to the Award. Any payment shall be made as
soon as practicable following the end of the performance cycle.


8.             Change in
Control.  In the event of a
Change in Control, you will fully vest in your Award and you will be paid the
target number of Performance Share Units specified in your Grant Letter.  Such payment will be made as soon as is
feasible after the date you vest.


9.             Termination
of Employment as a Result of Divestiture or Outsourcing.  If your involuntary Termination of Employment
other than for Cause is a result of a Disposition of Assets, Disposition of a
Subsidiary or Outsourcing Agreement, you will earn a pro rata portion of your
Award, if any, as is determined in accordance with Section 4 above, based on
the number of full months you have completed in the performance cycle
applicable to the Award through the closing date of the applicable transaction. Any payment shall be made as soon as
practicable following the end of the performance cycle.


Notwithstanding the
foregoing, you shall not earn any portion of your Award in accordance with the
preceding paragraph 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 on the effective date of such Outsourcing
Agreement applicable to you, 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.



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For the purposes of this
Section 9, (a) “Comparable Employment” is defined as 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 (i) the Company transfers
the performance of services previously performed by employees of the Company or
Subsidiary to the Outsourcing Agent, and (ii) 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.


10.           Termination of Employment
with Severance Benefits.  If
your Termination of Employment (i) occurs twelve months or more after the Grant
Date, (ii) is for a reason other than individual performance and (iii) you are
eligible to receive severance benefits under a severance plan maintained by the
Company or a Subsidiary or an employment agreement your Award will  immediately be forfeited and your rights with
respect to these Performance Share Units will end; unless the severance plan or
agreement expressly provides that you may earn a pro rata portion your Award,
if any, determined in accordance with Section 4 above, based on the number of
full months you have completed in the performance period applicable to the
Award. Any payment shall be made as soon as practicable following the end of
the performance cycle. Notwithstanding the foregoing, the Severance & Retention Plan for
Headquarters Group Move Program shall not apply to this Award.


11.           Withholdings.  The Company will have the right, prior to any
issuance or delivery of Shares based on your Performance Share 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.


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


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


(a)           If
you have been terminated for Cause, including without limitation a termination
as a result of your violation of the Company’s Code of Ethical Conduct, any
unearned Performance Share Units shall be immediately rescinded and you will
forfeit any rights you have with respect to such Units. 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 Performance Share Units during the period beginning six



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(6) months prior to
your Termination of Employment and ending on the second anniversary of your
Termination of Employment.


(b)           If
the Committee determines, in its sole discretion, that at any time after the
Grant Date and prior to the second anniversary of your Termination of
Employment you (1) disclosed business confidential or proprietary information
related to any business of the Company or Subsidiary or (2) 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 sole judgment of
the Committee) 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, any unearned
Performance Share Units will immediately be rescinded, and you will forfeit any
rights you have with respect to these Performance Share Units as of the date of
the Committee’s determination.


14.           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 Performance Share 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 Performance
Share  Units.  Any such determinations and adjustments made
by the Committee will be binding on all persons.


15.           Restrictions on Payment of
Shares.  Payment of Shares for
your Performance Share Units is subject to the conditions that, to the extent
required at the time of vesting, (a) the Shares underlying the Performance
Share 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.


16.           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 Performance Share
Units to the extent that the Company has a right of recovery or reimbursement
under applicable securities laws.


17.           Plan Terms Govern.  The redemption of Performance Share Units,
the disposition of any Shares received for Performance Share 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



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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.


18.           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 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, 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 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.


19.           No Contract of Employment
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 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.


20.           Limitations.  Nothing in these Terms and Conditions 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 Performance Share 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 Performance Share Units until Shares are actually
delivered to you.


21.           Incorporation of Other
Agreements.  These Terms and
Conditions (including Appendix A) and the Plan constitute the entire
understanding between you and the Company



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regarding
the Performance Share Units.  These Terms
and Conditions supersede any prior agreements, commitments or negotiations
concerning the Performance Share Units.


22.           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.


23.           Compliance with Section
409A.  Payments under the Plan
may be subject to Section 409A of the Internal Revenue Code. The Committee may
make such modifications to these Terms and Conditions as it deems necessary or
appropriate to comply with Section 409A.


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 Performance Share 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 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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