Exhibit
10.7


Tyco
International Ltd.

2004 Stock and Incentive Plan


TERMS AND CONDITIONS

OF

RESTRICTED UNIT AWARD


RESTRICTED UNIT AWARD
made in Princeton, New Jersey, as of July 2, 2007 (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 14.


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.  Except in the event of your Normal Retirement
(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), Retirement (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), Termination of Employment, Death or
Disability or a Change in Control, your Restricted Units will vest 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. 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 paragraph 5.


6.             Termination of Employment. 
Any Restricted Units that have not vested as of your Termination of
Employment pursuant to paragraphs 7, 8, 9 and 10 will immediately be 













forfeited, and your rights with respect to such 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. The Severance & Retention
Plan for Headquarters Group Move Program shall not apply to this Award.


7.             Death or
Disability.  If your
Termination of Employment is a result of your Death or Disability, your Award
will become fully vested as of your Termination of Employment.  Any payment shall be made
to you as soon as practicable following your Termination of Employment.  If you are deceased, the Company will make a
payment to your estate only after the Committee has determined that the payee
is the duly appointed executor or administrator of your estate.


8.             Retirement.  If your Termination of Employment is a result
of your Retirement or Normal Retirement (as defined in paragraph 5) less than
twelve months after the Grant Date, your Restricted Units will immediately be
forfeited and your rights with respect to such Units will end. If your Termination of Employment is a
result of your Retirement twelve or more months after the Grant Date, your
Restricted Units will vest pro rata (in full year increments) based on
(i) the number of whole years that
you have completed from Grant Date through your Date of Termination over
the original number of years of the vesting period, times (ii) the total number
of shares awarded under the Grant minus (iii) the number of shares previously
vested.  If your Termination of Employment is a result
of your Normal Retirement your Restricted Units will immediately become fully
vested. Any payment shall be made to you as soon as practicable following your Termination
of Employment (adjusted to reflect any payments previously made to you under
paragraph 5).


9.             Change in
Control.  In the event of a
Change in Control, as defined in the Plan document your Restricted Units will
immediately become fully vested. Any payment shall be made
to you as soon as practicable following the date of the Change in Control if
such Change in Control is described in Section 409A of the Internal Revenue
Code of the United States. If it is not so described, this paragraph 9 shall
not apply to such Change in Control and the other provisions of these Terms and
Conditions shall continue to apply.


10.           Termination of Employment
as a Result of Divestiture or Outsourcing.  If your involuntary Termination of Employment
other than for Cause 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) 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.  Any payment shall be made to you as soon as
practicable following the date you vest.


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)



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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 10, (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.


11.           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 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. In addition,
the Company shall have the right, if so provided under local law, to recover
any taxes relating to this Award that the Company or any affiliate pays on your
behalf.


12.           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.


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 unvested
Restricted 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
Restricted Units that vested during the period beginning six (6) months prior
to your Termination of Employment and ending on the 6 month 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




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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 unvested Restricted
Unit will immediately be rescinded, and you will forfeit any rights you have
with respect to these Restricted 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 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.


15.           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.


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 Restricted 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 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 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.



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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 (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 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 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.


21.           Incorporation of Other
Agreements.  These Terms and
Conditions and the Plan constitute the entire understanding between you and the
Company regarding the Restricted Units. 
These Terms and Conditions supercede any prior agreements, commitments
or negotiations concerning the Restricted 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 



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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.           Delayed Payment.  Notwithstanding anything in these
Terms and Conditions to the contrary, if you (i) are subject to US Federal
income tax on any part of the payment of the 
Restricted Units, (ii) are a “specified employee” within the meaning of
section 409A(a)(2)(B) of the United States Internal Revenue Code and the
regulations thereunder, and (iii) you experience a Termination of Employment
and receive Retirement or Normal Retirement treatment as described in paragraph
8, such payment of Restricted Units shall be delayed until six months following
your Termination of Employment to the extent required under section 409A of the
United States Internal Revenue Code and the regulations thereunder.


24.           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 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
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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