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                                                     AS AMENDED DECEMBER 9, 1993

                             TYCO INTERNATIONAL LTD.

                    1983 KEY EMPLOYEE CORPORATE LOAN PROGRAM

PURPOSE

    The Company believes that a program of providing loans to Key Employees for
the purpose of attracting and retaining outstanding individuals as employees of
Tyco International Ltd. (the "Company") and its subsidiaries would be
beneficial. Therefore, the Company has established the 1983 Key Employee
Corporate Loan Program (the "Program") to encourage ownership of Company common
stock on favorable terms, and to reward those who have contributed to past
success and those who are expected to make substantial contributions in the
future to the successful management and growth of the Company.

    Under the Program, loan proceeds may be used for payment of federal income
taxes due upon the vesting of Company common stock from time to time under the
1983 and 1994 Restricted Stock Ownership Plans for Key Employees, and to
refinance other existing outstanding loans for such purposes. In no event,
however, may such loan exceed the amount allowable to be loaned by the Company
to such individual for such purpose as provided by any regulation of the United
States Treasury or other state or federal statute.

ADMINISTRATION

    The Program will be administered by the Compensation Committee (the
"Committee") appointed by the Board of Directors and consisting of three or more
members of the Board of Directors. None of the members of the Committee shall be
eligible to participate in the Program during such membership.

    The interpretation and construction by the Committee of any provisions of
the Program or of other matters related to the Program shall be final unless
otherwise determined by the Board of Directors. A majority of the members of the
Committee qualified to act on any question may act by meeting or by writing
signed without meeting, and may execute any instrument or document required, or
delegate to one of its members authority to sign. The Committee, from time to
time, may adopt such rules and regulations as it considers desirable for the
administration of the Program. No member of the Committee or of the Board of
Directors shall be liable for any action or determination made in good faith
with respect to the Program.

PARTICIPANTS

    In the sole discretion of the Committee, Participants in the Program will
consist of officers or other Key Employees of the Company and its subsidiaries
who are recipients of awards under the 1983 or 1994 Restricted Stock Ownership
Plan for Key Employees, and any other similar plans hereafter adopted by the
Company.

    The Committee may authorize a maximum amount of loans under the Program up
to a limit of five times the Participant's annual salary (base salary plus
bonus) determined at the time of loan application.

TERMS

  PROMISSORY NOTE:

    A Promissory Note will be executed at the time of the Loan, setting forth
the terms and conditions of the loan. The term of the loan will be the lesser of
Ten (10) years or attainment of age 69, subject to

                                     99.8-91


the following mandatory prepayment schedule in cases in which the term of the
Note matures subsequent to normal retirement age:

    ATTAINMENT OF:

     Age 66--payment of 10% of Loan outstanding at normal retirement age
     Age 67--payment of 20% of Loan outstanding at normal retirement age
     Age 68--payment of 30% of Loan outstanding at normal retirement age
     Age 69--payment of 40% of Loan outstanding at normal retirement age

    The foregoing mandatory prepayment schedule shall not apply as long as the
Participant has not retired from active employment by the Company or in the
event the Participant continues to serve on the Board of Directors of the
Company. In such instances, the mandatory prepayment schedule shall commence
after retirement or the date of termination of his service as a member of the
Board of Directors. Prepayment in such event shall be 10% of the loan
outstanding one year after such date; 20% of the loan outstanding two years
after such date; 30% of the loan outstanding three years after such date; 40% of
the loan outstanding four years after such date.

    The Note may be renewed solely at the option of the Company.

  INTEREST RATE:

    Effective January 1, 1993, interest on amounts loaned under the Program
shall be at a rate equal to prime lending rate announced by the principal
lending or agent commercial bank of the Company (or such other bank as may be
determined by the Board of Directors), such rate to change, from time to time,
so that it shall at all times be equal to such prime lending rate, but adjusted
no more often than quarterly. Interest is payable annually by the borrower on or
before January 15 of the next succeeding calendar year. Upon payment of all
outstanding balances, a payment of interest accrued to such date shall be paid
simultaneously therewith. Interest shall be calculated on the basis of a 365 day
year.

    For loans granted prior to January 1, 1993, interest shall be at a rate of
eight percent (8%) per annum, unless the borrower made a one-time election
during January, 1993 to convert such interest rate to the prime lending rate
method discussed in the paragraph above.

PAYMENT OF PRINCIPAL

    The principal may be prepaid at any time, and from time to time, without
penalty, during the term of the Loan. Such prepayment shall be made together
with payments of accrued interest on the prepaid amount to date of prepayment.

    In the event a Participant voluntarily terminates employment, other than by
reason of a disability permanently preventing his continued employment,
principal repayment shall be made in Two (2) equal payments of Fifty percent
(50%) of the amount then outstanding. The first payment is due forthwith upon
termination; the second payment Three (3) months after termination; with
interest on each payment accrued to the date of such payment. For purposes of
applying the principal repayment provision of this paragraph, retirement by a
Participant prior to attaining age 65 (unless authorized by the Committee) will
constitute voluntary termination of employment.

    In the event a Participant is terminated by the Company, other than for
cause, repayment of all outstanding loans together with interest thereon, must
be made within Twelve (12) months of such termination.

    Death of a Participant shall not constitute termination of employment for
repayment purposes. In the event of the death of a Participant, repayment of all
outstanding loans, including interest thereon, must be made within twelve months
from the date of death.

    Termination of a Participant for cause will require immediate repayment of
all outstanding loans and all accrued interest. Cause is herein defined as
dishonesty or engagement in illegal activities in the course of employment, or
the conviction of the Participant of a felony or the entry of a plea of nolo
contendere or like plea to a felony charge against the Participant.

                                     99.8-92


    Under the sale or other transfer or disposition of all or any part of shares
for which loans hereunder have been granted (other than a gift to parents,
spouse or children), then the Participant shall forthwith prepay an amount which
shall be the greater of:

        (a) fifty percent (50%) of the market value of the Common stock of the
    Company, sold, transferred or disposed of, as reported on the New York Stock
    Exchange as of the close of business on the date of such sale, transfer, or
    disposition; or

        (b) the full amount of the loan that has been made to the Participant
    with reference to such shares which were sold, transferred or disposed of.

ADDITIONAL CONDITIONS

    In the event the Company should subsequently sell or otherwise dispose of
its ownership of a subsidiary by which the Participant is employed and if the
Participant is not retained as an employee of the Company or another subsidiary
of the Company after the transaction, such event shall be treated as a
termination of the employment of the Participant by the Company requiring the
repayment as above provided. A subsidiary of the Company, for purposes of the
Loan Program, shall mean a corporation in which the Company owns at least 80% of
the equity securities directly and/or indirectly through other corporations, so
long as the ownership interest in such corporation ultimately attributable to
the Company through such direct and/or indirect ownership is not less than 80%.

    The Company shall be entitled to declare the entire unpaid principal sum and
all accrued and unpaid interest hereunder immediately due and payable at any
time after the occurrence of any of the following events:

        (a) The failure of the Participant to make any payment of interest or
    principal by the due date therefor, which failure shall continue for more
    than 30 days after written notice of such failure shall have been given to
    the Participant.

        (b) The insolvency or inability of the Participant to pay his debts as
    they mature, the filing by the Participant of a voluntary petition in
    bankruptcy or for the adjustment of his debts under the Bankruptcy Code or
    the failure to have dismissed within 45 days after filing of an involuntary
    petition in bankruptcy filed against the Participant.

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