Exhibit 10.6


 


	
  tyco 

  Electronics

  	
  Jane Leipold
 Vice
  President, Global Human Resources

  Phone: 717-810-4901

  Fax: 717-810-4964 jaleipol©tycoelectronics.com

  



 


May 26, 2006


Mr. Terrence Curtin


2901 Fulling Mill Road


Mail Stop 140-53


Middletown, Pa. 17057


Personal & Confidential


Dear Terrence:


As you know, Tyco International Ltd. (“Company”)
intends to separate its business operations into three publicly-traded,
stand-alone companies (such separation will be referred to as the “Transactions”).  To acknowledge your critical importance to
the ongoing successful operation of the Tyco Electronics business, you have
been selected to participate in the Tyco Electronics Transition Incentive Bonus
Program (the “Program”), in accordance with the terms of this agreement (the “Agreement”).


As a condition to receiving any amounts described in
this Agreement, you are required to comply with the terms and conditions of not
only this Agreement, which includes a requirement that you keep confidential
your eligibility to participate in the Program, and all aspects of your
participation, but also any Confidentiality Agreement you may have executed in
connection with the Transactions.  In
addition, you will not be entitled to receive or retain any amounts or benefits
hereunder if it is determined by the Company or its Affiliates (“Tyco”) before
or after the effective date of your termination of employment that you have
violated the Tyco Guide to Ethical Conduct. 
As a condition to receiving any amounts under the Agreement, you will
need to execute and return this Agreement to Jane Leipold by June 10, 2006.


1.              Transition Incentive Bonus.


As a Participant in the Program, you are eligible to
receive a Transition Incentive Bonus (the “Bonus”) of $325,000, payable as of
the Closing Date of the Transactions (the “Closing Date”).  Payment will be made no later than 30 days
following the Closing Date.  Notwithstanding
the foregoing, the Bonus shall not be paid to you unless you are actively
employed with Tyco Electronics, or its successor, on the Closing Date.  However, if your employment with Tyco
Electronics, or its successor, is terminated in connection with the
Transactions in circumstances that entitle you to severance benefits under the
Tyco international (US) Inc. Severance Plan for U.S. Officers and Executives
(the “Severance Plan”), you will be entitled to receive the full amount of the
Bonus no later than 30 days following the Closing Date.


 


 





















2.              Confidentiality


Except as required by any court or governmental
entity, you agree not to disclose or discuss with any person for a period
commencing on the date hereof and until twelve (12) months after the Closing
Date, your eligibility to participate or any terms and conditions of your
participation in the Program.  However,
you are permitted to discuss such participation with your spouse or domestic
partner, lawyer and financial adviser.


3.              Cooperation


In consideration of the payments and benefits
hereunder, you agree to use your best efforts to fully cooperate with Tyco and
its outside advisors to ensure the successful completion of the Transactions.


4.              Effect on Benefit Plans


Amounts payable under this Agreement shall not be
treated as compensation for purposes of computing or determining any benefit
under any pension, savings, severance, bonus/incentive, insurance, or other
employee compensation or benefit plan of Tyco.


5.              Interpretation of the Agreement


The Senior Vice President — Human Resources of Tyco
International (US) Inc. (the “SVP—HR”) will have the sole discretionary
authority to interpret the terms of this Agreement and resolve any disputes
that may arise hereunder, and any determinations made under this Section 5 will
be final and binding on all parties.


6.              Legal Remedy


You acknowledge that a remedy at law for any breach or
threatened breach of this Agreement would be inadequate and therefore you agree
that Tyco shall be entitled to injunctive relief, both preliminary and
permanent, in addition to any other available rights and remedies in case of
any such breach or threatened breach.  In
the event of any action arising from or relating to this Agreement, the party
substantially prevailing shall recover its costs, including reasonable
attorneys’ fees.


7.              Choice of Law


This Agreement shall be governed by the laws of the
State of New York.


8.              Assignment


Neither this Agreement nor any rights or obligations
created herein may be assigned or delegated by you.


 


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9.              Severability


If any provision of this Agreement is declared
invalid, illegal or unenforceable by any court of competent jurisdiction, all
of the remaining provisions of this Agreement shall continue in full force and
effect.


10.       Withholding for Taxes


All amounts payable under this Agreement shall be
subject to applicable withholding taxes as determined by Tyco.


11.       Compliance with internal Revenue Code
Section 409A


Tyco shall have the right to modify the timing and/or
the method of payment of any amounts payable under this Agreement to the extent
that it reasonably determines necessary to comply with Section 409A of the
Internal Revenue Code.  Such
determination will be made in the sole discretion of the SVP—HR.  By way of example and not limitation, the SVP—HR
may delay commencement of any amounts payable hereunder that are subject to
Code Section 409A until at least six months following your termination of
employment.


12.       Effective Date/Plan Documents


This Agreement is effective on the date hereof and
shall have no force or effect if the Transactions are not consummated.  Payment of the Bonus is subject to the terms
of this Agreement and the applicable plan documents.  In the case of a discrepancy between the
Agreement and the applicable plan document, the terms of the applicable plan
document will govern.


13.       Death or Disability


In the event of your death or permanent disability, as
defined below, you or your beneficiary shall be eligible to receive the Bonus
under this Agreement if the Transactions are consummated and when such Bonus
payments are made to other Participants under the Program.  For purposes of this section, permanent
disability shall have the same meaning as set forth in the Severance Plan.


14.       Successor


This entire Agreement shall be binding on any
successor to Tyco.


15.       Complete Agreement


Except as otherwise provided herein, this Agreement is
the complete agreement between you and Tyco with respect to the subject matter
contained herein and will supercede or replace all prior agreements or
understandings between the parties.


 


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16.       Amendments


No modification or amendment hereof shall be valid or
binding on either party unless made in writing and signed by both parties or by
their duly authorized officers or representatives.


***


Please review this Agreement carefully.  As a key employee of Tyco Electronics, we
certainly want to compensate you for your significant efforts and let you know
that we appreciate the critical role that you play in the continuing success of
Tyco Electronics.


If you are in agreement with the foregoing, please
signify your acceptance by signing and dating both copies of this Agreement in
the spaces provided and, as indicated on page 1 of this Agreement, returning
one copy to me, no later than June 10, 2006.


Very truly yours,


/s/ Jane Leipold


Jane Leipold


Vice President Global Human Resources


Tyco Electronics


	
  Agreed:

  	
   

  
	
   

  	
   

  
	
  Signed By: 

  	
  /s/ Terrence Curtin

  
	
  Print Name: 

  	
  Terrence Curtin

  
	
  Print Title: 

  	
  VP

  
	
  Date: 

  	
  June 8, 2006

  



 


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