Exhibit 10.9


 


 


Settlement Agreement


 


by and between


 


Tyco Electronics AMP GmbH

Ampèrestraße 12 – 14

64625 Bensheim, 

Federal Republic of Germany


 


- hereinafter “GmbH”


 


and


 


Tyco Electronics Logistics AG

Ampèrestraße 3

9323 Steinach 

Switzerland


 


- hereinafter “AG” -


 


and


 


Tyco International Ltd.

90 Pitts Bay Road

Pembroke, HM 08

Bermuda


 


- hereinafter “Limited” -


 


and


 


Herrn Dr. Jürgen W. Gromer

Im Tiefen Weg 44 

64628 Bensheim-Auenbach

Federal Republic of Germany


 


- hereinafter “Dr. Gromer” -


 

















 


Preamble


 


A.                                                                                   Between GmbH and Dr. Gromer a Managing
Director Service Relationship was entered into by Service Agreement dated December 2,
1982. Based on Dr. Gromer’s retirement effective on 31 December 2007,
Dr. Gromer and GmbH agree that the appointment of Dr. Gromer as
managing director as well as the service relationship of Dr. Gromer with
GmbH will terminate with effect from December 31, 2007, as indicated in
the notice from GmbH to Dr. Gromer dated 5 April 2007.


 


B.                                                                                     At the same time a service relationship as member
of the board between AG and Dr. Gromer exists based on the employment
agreement dated October 1, 1999. Based on Dr. Gromer’s retirement
effective 31 December 2007, Dr. Gromer and AG agree that Dr. Gromer’s
service relationship with AG will terminate with effect from 31 December 2007,
as indicated in the notice from AG to Dr. Gromer dated 5 April 2007.


 


The
parties agree as follows with immediate effect, i. e. prior to the
termination of the notice period, in order to settle the service relationships:


 


	
  1.

  	
  Termination
  of Service Relationships

  	
   

  



 


1.1                                                                                 The
parties agree that the managing director service relationship between GmbH and Dr. Gromer will terminate by December 31,
2007.


 


1.2                                                                                 At the same time the service relationship of Dr. Gromer
and AG will also terminate by December 31, 2007.


 


1.3                                                                                 Between the date of this Agreement and December 31,
2007, Dr. Gromer will provide advisory services to GmbH and AG and work on
special projects as requested by the Chief Executive Officer, Tyco Electronics
(hereinafter “CEO”), at such times as mutually agreed between Dr. Gromer
and the CEO. A separate employment agreement between GmbH or AG or any other
company of the Limited group is not created thereby.


 


1.4                                                                                 For at
least the remainder of the calendar year and thereafter until otherwise
notified by the CEO, Dr. Gromer
is authorized to continue to maintain GmbH’s membership and to continue to
serve as GmbH’s representative in the American Chamber of


 


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Commerce
in Germany.  It is expected that Dr. Gromer
will continue to represent GmbH as long as he continues to be a member of the
Board of Tyco Electronics and as directed by the CEO.


 


	
  2.

  	
  Calculation of Salary, Expenses

  	
   

  



 


2.1                                                                                 Until the termination of the service
relationship with GmbH pursuant to Section 1.1, GmbH will calculate the
monthly salary of Dr. Gromer based on his current annual base salary rate
of EUR 279,939.00 gross in due course and will pay the net amounts
resulting from such calculation as usual to the bank account of Dr. Gromer.


 


The
bonus claim of Dr Gromer against GmbH for the 2007 fiscal year shall be
determined at the end of the 2007 fiscal year based on the actual AIP payout
level and the net amount resulting there from will be paid to Dr Gromer at the
same time as 2007 fiscal year bonuses are paid to executives of GmbH. In
addition, Dr. Gromer will be eligible to receive a prorated bonus payment
for the 2008 fiscal year based on his period of employment in the 2008 fiscal
year, and such bonus will be determined at the end of the 2008 fiscal year in
accordance with the applicable terms of the bonus plan and will be paid to Dr
Gromer at the same time as 2008 fiscal year bonuses are paid to other
executives of GmbH.


 


Potentially
open expense claims against GmbH shall be claimed by Dr. Gromer until December 31,
2007. GmbH will reimburse the relevant expenses to Dr. Gromer under
consideration of the applicable regulations of GmbH.


 


2.2                                                                                 Section 2.1 shall
apply mutatis mutandi with regard
to the service agreement between Dr Gromer and AG, except that the monthly base salary paid to Dr. Gromer by AG
will be based on his annual base salary rate from AG of EUR 559,872 gross.


 


	
  3.

  	
  Compensation

  	
   

  



 


3.1                                                                                 Dr. Gromer shall receive a compensation
amounting to in total EUR 1,119,744.00 gross by GmbH, which shall be paid under
consideration of the applicable tax regulations to Dr. Gromer within 30
days following the termination of the service relationships. GmbH is entitled
to set off the sum of the compensation according to


 


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no.
10.4 of this agreement versus this compensation.


 


3.2                                                                                 Dr. Gromer shall receive a compensation
amounting to in total EUR 2,339,488.00 gross by AG, which shall be paid
under consideration of the applicable tax regulations to Dr. Gromer within
30 days following the termination of the service relationships.


 


3.3                                                                                 It is agreed between the parties that by
payment of the compensations pursuant to Sections 3.1 and 3.2 all claims that Dr. Gromer
has against GmbH, AG and/or Limited with respect to severance, termination
indemnities, retention payments (including any claim for retention payments
under the retention award plan pursuant to the letter of Limited dated March 22,
2006), or similar payments, whether payable under a company plan or other
arrangement or by local statute, are fully settled.


 


	
  4.

  	
  Reference Letter

  	
   

  



 


Dr. Gromer
will receive by AG as well as GmbH a benevolent and qualified reference letter
upon the effective termination of the service relationships pursuant to Section 1.


 


	
  5.

  	
  Other Benefits

  	
   

  



 


Until termination of the Service Relationship
with GmbH pursuant to Section 1.1,
Dr Gromer shall continue to receive the employer contributions to the German
social security scheme, including the contributions to his health insurance, if
any.


 


	
  6.

  	
  Vacation

  	
   

  



 


6.1                                                                                 Within 30
days following the termination of the service relationships, Dr. Gromer
will receive compensation for two months of unused vacation, one-third of which
to be paid by GmbH and the other two-thirds to be paid by AG.


 


6.2                                                                                 By that
payment any and all claims for vacation are fulfilled either by granting time
off or paid out. Dr. Gromer has no vacation claims against either GmbH, AG
or any other Limited entity.


 


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  7.

  	
  Return of
  Items and Documents

  	
   

  



 


7.1                                                                                 To the extent that this is not already
happened, Dr. Gromer undertakes to return all items of AG or GmbH or other
companies of the Limited group which are still in his possession, to AG or GmbH
at its seat, until December 31, 2007.


 


7.2                                                                                 Until at the latest December 31, 2007  Dr. Gromer shall return all company
files and other physical or electronic documents and information of AG or GmbH
as well as any other companies of the Limited group, which are still in his
possession to AG or GmbH. Dr. Gromer shall irrevocably delete through
acknowledged methods all electronic files and documents as well as information
on own data carriers following the return of one physical copy thereof to the
relevant company.


 


7.3                                                                                 To the extent possible, Dr. Gromer shall
be free to fulfill the lease agreement for his company car and to
purchase the company car from the leasing company.


 


7.4                                                                                 Dr. Gromer undertakes to acknowledge the
full fulfillment of the obligation in this Section 7 in writing,
potentially also by declaration in lieu of oath.


 


	
  8.

  	
  Confidentiality

  	
   

  



 


8.1                                                                                 Notwithstanding other further regulations
contained in the service relationships of Dr. Gromer with AG or GmbH, Dr. Gromer
shall, also following the termination of the service agreements, remain
obligated to maintain strictest secrecy concerning all issues relating to AG,
GmbH as well as the Limited group, especially business and company secrets,
unless the disclosure is required by law. In the case of such disclosure being
required by law, Dr. Gromer is obligated to notify the relevant company
immediately.


 


	
  9.

  	
  Occupational Pensions with GmbH

  	
   

  



 


Any
vested claims to occupational pensions of Dr. Gromer against GmbH from his
service relationship with GmbH will be notified to him by GmbH immediately
following the termination of the service relationship and remain unaffected by
this settlement agreement.


 


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  10.

  	
  Non Competition Agreement with GmbH

  	
   

  



 


The post contractual prohibition of competition
pursuant to the additional agreement between GmbH and Dr. Gromer dated October 2,
1986, is mutually amended as follows:


 


10.1                                                                           For a
period of 24 months following the termination of the service relationship
pursuant to Section 1.1, Dr. Gromer undertakes vis-à-vis GmbH to obey a post contractual
prohibition of competition with the following content:


 


(a)          For the duration of
the post contractual prohibition of competition, Dr. Gromer shall refrain
from working in an independent, dependant or other manner for any business
which is in direct or indirect competition with GmbH or is affiliated with such
undertaking. At the same time and for the duration of the post contractual
prohibition of competition, Dr. Gromer is prohibited from founding,
acquiring or holding shares in such competing business. A shareholding of a
publicly traded corporation in such amount not allowing Dr. Gromer to
exert any influence on business decisions of such corporation remains, however,
possible.


 


(b)         For the
duration of the post contractual prohibition of competition, Dr. Gromer
shall also be prohibited to offer services to Customers of GmbH for either
himself or any other third party, which correspond to the services of GmbH. “Customers”
in the sense of this Section (b) shall be all customers of GmbH, who
were in a contractual relationship with GmbH in the past 24 months prior to the
termination of the service relationship pursuant to Section 1.1.


 


(c)          In addition, Dr. Gromer
shall be prohibited, for the duration of the post contractual restriction of
competition, to actively solicit employees of GmbH for either himself or any
third party.


 


10.2                                                                           The post
contractual prohibitions of competition in Sections 10.1(a) through (c) 
shall apply mutatis mutandi for
AG and those companies of Limited that are part of the Tyco Electronics
Business segment. As of the date that TEL becomes a separate publicly-traded
company, the restriction of competition applies mutatis mutandi for the companies of TEL-group.


 


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10.3                                                                           With
regard to location the post contractual prohibitions of competition in Sections
10.1(a) through 10.1(c) shall apply for those countries, in which
GmbH, AG and the other companies referred to in Section 10.2 carries out
business or plans to carry out business upon the termination pursuant to Section 1.1.


 


10.4                                                                           In
consideration of the post contractual prohibition of competition, Dr. Gromer
shall receive from GmbH a compensation amounting to 50 % of the last base compensation
received for his service relationship with GmbH for each month in which the
post contractual prohibition of competition is in effect.  As opposed to paying such compensation on a
monthly basis during the post contractual prohibition period, GmbH agrees to
pay such compensation in a lump sum payment which shall be part of the
compensation payable in accordance with Section 3.1.


 


10.5                                                                           To the
extent that nothing different is agreed upon in 10.1 to 10.4 Sections 74 et.
seq. of the German Commercial Code shall apply mutatis
mutandi.


 


	
  11.

  	
  Fair
  Behavior

  	
   

  



 


The
parties agree that any declarations concerning the reasons of this settlement
agreement and the departure of Dr. Gromer from the services to Limited
group vis-à-vis any third party worldwide will only be given after agreement
between all parties and that the parties will refrain from any negative comment
concerning any other party.


 


	
  12.

  	
  Stock Options

  	
   

  



 


Dr. Gromer has been awarded stock options,
restricted stock units and performance shares by Limited. Dr. Gromer’s
rights and obligations with respect to these awards will be governed
exclusively by the applicable award agreements issued with respect to such
awards.


 


	
  13.

  	
  Severability
  of Claims of Dr. Gromer

  	
   

  



 


The parties agree, that the Dr. Gromer’s
claims vis-à-vis the other
parties under this settlement agreement shall only relate to such party (GmbH,
AG or Limited), which is explicitly named and that no further claims against
the other unnamed party shall be created thereby.


 


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  14.

  	
  Settlement
  of Claims

  	
   

  



 


14.1                                                                           With the signing of this settlement agreement
all claims of Dr. Gromer from and in relation with his service
relationships with AG or GmbH, regardless on what basis or whether known or
unknown, are full and finally settled.


 


14.2                                                                           At the same time Dr. Gromer declares to
have no further claims against any company of the Limited group. Especially Dr. Gromer
will not claim against any company of the Limited group to have claims from a
service or employment relationship. He declares that following the termination
of the service relationships with AG and GmbH pursuant to Section 1 he
shall be in no employment or service relationship whatsoever with any Tyco
company and have no claims to compensation against such.


 


14.3                                                                           Claims which are mentioned in this service
agreement remain unaffected by this Section.


 


	
  15.

  	
  Choice of Law

  	
   

  



 


15.1                                                                           To the
extent that this settlement agreement regulates the relationship of Dr. Gromer
with GmbH, this settlement agreement shall be governed by German law.


 


15.2                                                                           To the
extent that this settlement agreement regulates the relationship of Dr. Gromer
with AG, this settlement agreement shall be governed by Swiss law.


 


15.3                                                                           To the
extent that this settlement agreement regulates the relationship of Dr. Gromer
with Limited, this settlement agreement shall be governed by Bermuda law.


 


	
  16.

  	
  Miscellaneous

  	
   

  



 


16.1                                                                           This contract contains all regulations
concerning the settlement of the service relationships of Dr. Gromer as
well as claims from and in relation with the service agreements vis-à-vis AG,
GmbH and Limited as well as any other company of the Limited group. There are
no oral or other side agreements. Amendments and additions to this contract,
including this requirement of written from, require and agreement in writing in
order to be effective.


 


16.2                                                                           Should any of the Sections of this agreement
be or become invalid or unenforceable


 


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the
validity of the remainder of this settlement agreement remains unaffected
thereby. Instead of the invalid or unenforceable Section such Section is
to be agreed upon, which is as close as possible to the economic interests of
all parties.


 


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  ,

  	
  April 10, 2007

  	
   

  
	
   

  	
  Ort
  /Place                     Datum/Date

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Henning Jensen

  	
   

  
	
   

  	
  Tyco Electronics AMP GmbH

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ,

  	
  April 10, 2007

  	
   

  
	
   

  	
  Ort
  /Place                     Datum/Date

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Jurg Frischknecht

  	
   

  
	
   

  	
  Tyco Electronics Logistics
  AG

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ,

  	
  April 10, 2007

  	
   

  
	
   

  	
  Ort
  /Place                     Datum/Date

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Laurie Siegel

  	
   

  
	
   

  	
  Tyco International Ltd.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ,

  	
  April 10, 2007

  	
   

  
	
   

  	
  Ort
  /Place                     Datum/Date

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Dr. Jürgen W.
  Gromer

  	
   

  
	
   

  	
  Dr. Jürgen W. Gromer

  	
   

  



 


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