<PAGE> 1
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
ADT LIMITED
(Exact name of registrant as specified in charter)
BERMUDA NONE
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
CEDAR HOUSE, 41 CEDAR AVENUE
HAMILTON HM 12, BERMUDA*
(Address of principal executive offices including zip code)
ADT LIMITED
1993 LONG TERM INCENTIVE PLAN
(AS AMENDED FEBRUARY 29, 1996)
AND
SENIOR EXECUTIVE SHARE OPTION PLAN
OF ADT LIMITED
(Full Title of Plan)
STEPHEN J. RUZIKA
C/O ADT, INC.
ONE BOCA PLACE
SUITE 421W
BOCA RATON, FLORIDA 33431
(Name and address of agent for service)
(407) 997-8406
(Telephone number, including area code, of agent for service)
-----------------
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering Registration
registered registered share(a) price(a) Fee
<S> <C> <C> <C> <C>
Common Shares of
$0.10 each ............ 18.776,668 $261,280,025 $90,096.56
</TABLE>
(a) Estimated solely for the purpose of calculating the amount of the
registration fee, in accordance with Rule 457(h) under the Securities Act of
1933. With regard to the 3,693,335 options to purchase Common Shares (the
"Options"), which Options are currently authorized but not yet issued under the
ADT Limited 1993 Long-Term Incentive Plan (as amended February 29, 1996) (the
"1993 Plan"), computed as of May 10, 1996 pursuant to Rule 457(c) under the
Securities Act of 1933 (the "Securities Act") on the basis of the average of the
high and low sales price for the Common Shares as reported on the New York Stock
Exchange; with regard to the 2,000,000 Options currently outstanding under the
Senior Executive Share Option Plan of ADT Limited, computed pursuant to Rule
457(h)(1) under the Securities Act on the basis of 500,000 Options exercisable
at $9.000 per Common Share and 1,500,000 Options exercisable at $11.688 per
Common Share; and with regard to the 13,083,333 Options currently outstanding
under the 1993 Plan, computed pursuant to Rule 457(h)91) under the Securities
Act on the basis of 812,500 Options exercisable at $8.000 per Common Share,
225,000 Options exercisable a $8.625 per Common Share, 406,250 Options
exercisable at 8.800 per Common Share, 732,500 Options exercisable at 9.000 per
Common Share, 406,250 Options exercisable at 9.600 per Common Share, 343,750
Options exercisable at 9.900 per Common Share, 343,750 Options exercisable at
10.800 per Common Share, 480,000 Options exercisable at 11.625 per Common Share,
500,000 Options exercisable at 11.688 per Common Share, 250,000 Options
exercisable at 12.856 per Common Share, 250,000 Options exercisable at 14.025
per Common Share and 8,333,333 Options exercisable at 15.000 per Common Share.
- ----------------------------
* The registered and principal executive offices of ADT Limited
are located at Cedar House, 41 Cedar Avenue, Hamilton HM12,
Bermuda. The executive offices of the subsidiary which
supervises the Company's North American activities are located
in the United States at One Boca Place, 2255 Glades Road,
Suite 421A, Boca Raton, Florida 33431. The telephone number
there is 407-997-8406.
<PAGE> 3
PART II.
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission are incorporated in this registration statement by reference:
(a) The Annual Report for the year ended December 31, 1995
on Form 10-K of ADT Limited ("ADT") filed pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which
contains audited consolidated financial statements with respect to ADT's fiscal
year ended December 31, 1995.
(b) All other reports filed by ADT pursuant to Section 13(a)
or 15(d) of the Exchange Act since December 31, 1995.
(c) ADT's registration statement on Form S-3 filed pursuant to
Section 12(g) of the Exchange Act, which contains a description of ADT's Common
Shares, including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by ADT pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
John D. Campbell, Secretary of ADT, is also a member of the
law firm of Appleby Spurling & Kempe which will be rendering an opinion as to
the legality of the securities being registered.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 103 of the Bye-Laws of ADT provides, in part, that ADT
shall indemnify its directors and officers for all costs, losses and expenses
which they may incur in the performance of their duties as director or officer,
provided that such indemnification is not otherwise prohibited under The
Companies Act 1981 (as amended) of Bermuda. Section 98 of The Companies Act 1981
(as amended) prohibits such indemnification against any liability arising out of
the willful negligence, willful default, fraud or dishonesty of the director or
officer. However, such section permits ADT to indemnify a director or officer
against any liability incurred by him in defending any proceedings, whether
civil or criminal, in which judgment is given in his favor or in which he is
acquitted or when other similar relief is granted to him.
ADT maintains liability insurance covering its directors and
officers and those of its subsidiaries.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
1
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Not Applicable
ITEM 8. EXHIBITS
The exhibits described in the Exhibit Index hereto are filed
with this registration statement.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the maximum offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) of this section do not apply if the registration statement is on Form
S-8 and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange of Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant, the registrant has been advised that in the opinion
of the
2
<PAGE> 5
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
3
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boca Raton, State of Florida, on the 16th day of
May, 1996.
ADT LIMITED
By:/s/ Stephen J. Ruzika
---------------------
Stephen J. Ruzika
Executive Vice President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person executing
this registration statement constitutes and appoints Michael A. Ashcroft and
Stephen J. Ruzika, and each of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitutes, may lawfully do or cause to be done by virtue
hereof.
4
<PAGE> 7
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons in
the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
Chairman, Chief Executive Officer
and a Director May 16, 1996
/s/ Michael A. Ashcroft
- -----------------------
Michael A. Ashcroft
Executive Vice President, Chief
/s/ Stephen J. Ruzika Financial Officer and a Director May 16, 1996
- ---------------------
Stephen J. Ruzika
Director May __, 1996
- ------------------------
John E. Danneberg
/s/ Alan B. Henderson Director May 16, 1996
- ---------------------
Alan B. Henderson
/s/ James S. Pasman, Jr. Director May 16, 1996
- ------------------------
James S. Pasman, Jr.
/s/ W. Peter Slusser Director May 16, 1996
- --------------------
W. Peter Slusser
/s/ William W. Stinson Director May 16, 1996
- ----------------------
William W. Stinson
</TABLE>
5
<PAGE> 8
<TABLE>
<S> <C> <C>
/s/ Raymond S. Troubh Director May 16, 1996
- ---------------------
Raymond S. Troubh
</TABLE>
6
<PAGE> 9
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below on May 16, 1996 by the
undersigned as the duly authorized representative of ADT Limited in the United
States.
ADT, INC.
By: /s/ Stephen J. Ruzika
---------------------
Name: Stephen J. Ruzika
Title: President
7
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE NO.
- ------- --------
<S> <C>
4(a) - ADT Limited 1993 Long Term Incentive Plan (as amended February 29, 1996)......
4(b) - Senior Executive Share Option Plan of ADT Limited.............................
5 - Opinion (and consent) of Messrs. Appleby Spurling
& Kempe, counsel to ADT Limited, as to the legality
of the securities registered..............................................
23(a) - Consent of Coopers & Lybrand..................................................
23(b) - Consent of Appleby Spurling & Kempe is included in
their opinion referred to in Exhibit 5 above..............................
</TABLE>
<PAGE> 1
ADT LIMITED
1993 LONG TERM INCENTIVE PLAN
(AS AMENDED FEBRUARY 29, 1996)
SECTION 1.
Purpose
The purposes of this ADT Limited 1993 Long Term Incentive Plan (the "Plan") are
to promote the interest of ADT Limited (together with any successor thereto, the
"Company") and its stockholders by (i) attracting and retaining officers or key
employees of the Company and its Subsidiaries (ii) motivating such employees by
means of performance-related incentives to achieve longer-range performance
goals; and (iii) enabling such employees to participate in the long-term growth
and financial success of the Company.
SECTION 2.
Definitions
As used in the Plan, the following terms shall have the meanings set forth
below:
"Award" shall mean any Option, Stock Appreciation Right, Restricted Security,
Performance Award, Dividend Equivalent, or other Stock-Based Award.
"Award Agreement" shall mean any written agreement, contract or other instrument
or document evidencing any Award, which may, but need not, be executed or
acknowledged by a Participant.
"Board" shall mean the Board of Directors of the Company.
"Code" shall mean the U.S. Internal Revenue Code of 1986, as amended from time
to time.
"Committee" shall mean a committee of the Board designated by the Board to
administer the Plan and composed of not less than the minimum number of persons
from time to time required by Rule 16b-3 or any applicable law, each of whom, to
the extent necessary to comply with Rule 16b-3 only; is a "disinterested person"
within the meaning of Rule 16b-3.
"Dividend Equivalent" shall mean any right granted under Section 6(a) of the
Plan.
"Employee" shall mean any officer or key employee of the Company or of any
Subsidiary, as determined by the Committee.
"Exchange Act" shall mean the U.S. Securities Exchange Act of 1934, as amended.
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"Fair Market Value" shall mean, (A) with respect to any property other than the
Shares, the fair market value of such property determined by such methods or
procedures as shall be established from time to time by the Committee and (B)
with respect to the Shares, as of any date, (i) the last reported sales price
regular way on the New York Stock Exchange or, if not reported for the New York
Stock Exchange, on the Composite Tape, or, in case no such reported sale takes
place on such day, the average of the reported closing bid and asked quotations
on the New York Stock Exchange; (ii) if the Shares are not listed on the New
York Stock Exchange or no such quotations are available, the closing price of
the Shares as reported by the National Market System, or similar organization,
or if no such quotations are available, the average of the high bid and low
asked quotations in the over-the-counter market as reported by the national
Quotation Bureau Incorporated, or similar organization; or (iii) in the event
that there shall be no public market for the Shares, the fair market value of
the Shares as determined (which determination shall be conclusive) in good faith
by the Committee, based upon the value of the Company as a going concern, as if
such Shares were publicly owned stock, but without any discount with respect to
minority ownership.
"Incentive Stock Option" shall mean an option granted under Section 6(a) of the
Plan that is intended to meet the requirements of Section 422 of the Code or any
successor provision thereto.
"Non-Qualified Stock Option" shall mean an option granted under Section 6(a) of
the Plan that is not intended to be an Incentive Stock Option.
"Option" shall mean an Incentive Stock Option or a Non-Qualified Stock Option.
"Other Stock-Based Award" shall mean any right granted under Section 6(f) of the
Plan.
"Participant" shall mean any Employee granted an Award under the Plan.
"Performance Award" shall mean any right granted under Section 6(d) of the Plan.
"Person" shall mean any individual, corporation, partnership, association,
joint-stock company, trust, unincorporated organization, government of political
subdivision thereof or other entity.
"Rule 16b-3" shall mean Rule 16b-3 promulgated by the SEC under the Exchange Act
or any successor rule or regulation thereto as in effect from time to time.
"SEC" shall mean the U.S. Securities and Exchange Commission, or any successor
thereto.
"Shares" shall mean the common shares of the Company, U.S.$0.10 par value, and
such other securities or property as may become subject to Awards pursuant to an
adjustment made under Section 4(b) of the Plan.
"Stock Appreciation Right" shall mean any right granted under Section 6(b) of
the Plan.
"Subsidiary" shall mean a subsidiary company as defined by Section 86 of the
Companies Act 9181 of Bermuda (as amended).
2
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SECTION 3.
Administration
The Plan shall be administered by the Committee. Subject to the terms of the
Plan and applicable law, and in addition to other express powers and
authorizations conferred on the Committee by the plan, the Committee shall have
full power and authority to: (i) designate Participants; (ii) determine the type
or types of Awards to be granted to an eligible Employee; (iii) determine the
number of Shares to be covered by, or with respect to which payments, rights, or
other matters are to be calculated in connection with, Awards; (iv) determine
the terms and conditions of any Award; (v) determine whether, to what extent,
and under what circumstances Awards may be settled or exercised in cash, Shares,
other securities, other Awards or other property, or cancelled, forfeited, or
suspended and the method or methods by which Awards may be settled, exercised,
cancelled, forfeited, or suspended; (vi) determine whether, to what extent, and
under what circumstances cash, Shares, other securities, other Awards, other
property, and other amounts payable with respect to an Award shall be deferred
either automatically or at the election of the holder thereof or of the
Committee; (vii) interpret and administer the Plan and any instrument or
agreement relating to, or Award made under, the Plan; (viii) establish, amend,
suspend, or waive such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of the Plan; and (ix) make any
other determination and take any other action that the Committee deems necessary
or desirable for the administration of the Plan. Unless otherwise expressly
provided in the Plan, all designations, determinations, interpretations, and
other decisions under or with respect to the Plan or any Award shall be within
the sole discretion of the Committee, may be made at any time and shall be
final, conclusive, and binding upon all Persons, including the Company, any
Subsidiary, any Participant, any holder or beneficiary of any Award, any
shareholder and any Employee.
SECTION 4.
Shares Available for Awards
(a) Shares Available
Subject to adjustment as provided in Section 4(b):
(i) Calculation of Number Shares Available.
The number of Shares with respect to which Awards may be
granted under the Plan shall be 17,000,000. If, after the
effective date of the Plan, any Award is forfeited, or any
Award otherwise terminates or is cancelled without the
delivery of Shares or of other consideration, then the Shares
covered by such Award or to which such Award relates, or the
number of Shares otherwise counted against the aggregate
number of Shares with respect to which Awards may be granted,
to the extent of any such forfeiture, termination or
cancellation, shall again be, or shall become, Shares with
respect to which Awards may be granted.
(ii) Accounting for Awards
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For purposes of this Section 4:
(A) if an Award (other than a Dividend Equivalent) is
related to or payable in Shares, the number of Shares
covered by such Award, or to which such Award
relates, shall be counted on the date of grant of
such Award against the aggregate number of Shares
with respect to which Awards may be granted under the
Plan; and
(B) Dividend Equivalents and Awards not related to or
payable in Shares shall be counted against the
aggregate number of Shares with respect to which
Awards may be granted under the Plan in such amount
and at such time as the Committee shall determine
under procedures adopted by the Committee consistent
with the purposes of the Plan;
provided, that Awards that operate in tandem with (whether granted,
simultaneously with or at a different time from), or that are
substituted for, other Awards may be counted or not counted under
procedures adopted by the Committee in order to avoid double counting.
Subject to the requirements of applicable law, any Shares delivered by
the Company, any Shares with respect to which Awards are made by the
Company, or any Shares with respect to which the Company becomes
obligated to make Awards, through the assumption of, or in substitution
for, outstanding awards previously granted by an acquired company,
shall not, except in the case of Shares with respect to which Awards
are granted to Employees who are officers or directors of the Company
for purposes of section 16 of the Exchange Act or any successor section
thereto, be counted against the Shares available for Awards under the
Plan.
(iii) Sources of Shares Deliverable Under Awards
Any Shares delivered pursuant to an Award may consist, in
whole or in part, of authorized and unissued Shares or, to the
extent permissible under applicable law, of Shares acquired by
any Subsidiary or any other Person designated by the Company.
(b) Adjustments
In the event that the Committee determines that any dividend or other
distribution (whether in the form of cash, Shares, other securities, or
other property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Shares or other securities of the Company,
issuance of warrants or other rights to purchase Shares or other
securities of the Company, or other similar corporate transaction or
event affects the Shares such that an adjustment is determined by the
Committee to be appropriate in order to prevent dilution or enlargement
of the benefits or potential benefits intended to be made available
under the Plan, than the Committee shall, in such manner as it may deem
equitable, adjust any or all of (i) the number and type of Shares (or
other securities or property) with respect to which Awards may be
granted, (ii) the number and type of Shares (or other securities or
property) subject to outstanding Awards, and (iii) the grant or
exercise price with respect to any Award or, if deemed appropriate,
make provision for a cash payment to the holder of an outstanding
Award; provided, in each case, that with respect to Awards of Incentive
Stock Options no such adjustment shall be authorized to the extent that
such authority would case the Plan to violate Section 422(b)(1) of the
Code or any successor provision thereto; and provided further, that the
number
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<PAGE> 5
of Shares subject to any Award denominated in Shares shall always be a
whole number.
(c) Limitation
No Participant shall be granted Awards for more than 8,000,000 Shares
in 1996 or 3,000,000 Shares in any subsequent calendar year.
SECTION 5
Eligibility
Any Employee who is not a member of the Committee, including any officer or
employee-director of the Company or any Subsidiary, shall be eligible to be
designated a Participant.
SECTION 6.
Awards
(a) Options
Subject to the requirements of applicable law, the Committee is hereby
authorized to grant to eligible Employees an option to purchase Shares
(an "Option") which shall contain the following terms and conditions
and such additional terms and conditions, which are not inconsistent
with the provisions of the Plan, as the Committee shall determine:
(i) Exercise Price
The purchase price per Share under an Option shall be not less
than the Fair Market Value of a Share at the date of the
grant, except that if the Award requires the option to be paid
for by the Employee, or if any discount from such Fair Market
Value is expressly granted in lieu of a reasonable amount of
salary or cash bonus, the Committee may fix such purchase
price at not less than 85% of such Fair Market Value.
(ii) Time and Method of Exercise
The Committee shall determine the time or times at which an
Option may be exercised in whole or in part, and the method or
methods by which, and the form or forms (which may include,
without limitation, cash, Shares, outstanding Awards, other
securities or other property, or any combination thereof,
having a Fair Market Value on the exercise date equal to the
relevant exercise price) in which, payment of the exercise
price with respect thereto may be made or deemed to have been
made.
(iii) Incentive Stock Options
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The terms of any Incentive Stock Option granted under the Plan
shall comply in all respects with the provisions of Section
422 of the Code, or any successor provision, and any
regulations promulgated thereunder.
(b) Stock Appreciation Rights
Subject to the requirements of applicable law, the Committee is hereby
authorized to grant to eligible Employees a "Stock Appreciation Right",
which shall consist of a right to receive the excess of (i) the Fair
Market Value of one Share on the date the right is exercised or, if the
Committee shall so determine in the case of any such right other than
one related to any Incentive Stock Option, at any time during a
specified period before or after the date of exercise over (ii) the
grant price (determined in the manner set forth below) of the right. A
Stock Appreciation Right may be granted in tandem with an Option, in
addition to an Option, or free standing and unrelated to an Option.
(i) Grant Price
The grant price of a Stock Appreciation Right shall be not
less than the Fair Market Value of a Share at the date of the
grant, except that if the Award requires the SAR to be paid
for by the Employee, or if any discount from such Fair Market
Value is expressly granted in lieu of a reasonable amount of
salary or cash bonus, the Committee may fix such grant price
at not less than 85% of such Fair Market Value.
(ii) Other Terms and Conditions
Subject to the terms of the plan and any applicable Award
Agreement, the Committee shall determine, at or after the
grant of a Stock Appreciation Right, the term, methods of
exercise, methods of settlement, and any other terms and
conditions of any Stock Appreciation Right. Any such
determination by the Committee may be changed by the Committee
from time to time and may govern the exercise of Stock
Appreciation Rights granted or exercised prior to such
determination as well as Stock Appreciation Rights granted or
exercised thereafter. The Committee may impose such conditions
or restrictions on the exercise of any Stock Appreciation
Right as it shall deem appropriate.
(c) Performance Awards
Subject to the requirements of applicable law, the Committee is hereby
authorized to grant to eligible Employees a "Performance Award", which
shall consist of a right, (i) denominated or payable in cash, Shares,
other securities or other property (including, without limitation,
Restricted Securities), and (ii) which shall confer on the holder
thereof rights valued as determined by the Committee and payable to, or
exercisable by, such holder, in whole or in part, upon the achievement
of such performance goals during such performance periods as the
Committee shall establish.
(i) Terms and Conditions
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<PAGE> 7
Subject to the terms of the Plan and any applicable Award
Agreement, the Committee shall determine the performance goals
to be achieved during any performance period, the length of
any performance period, the amount of any Performance Award
and the amount of any payment or transfer to be made pursuant
to any Performance Award.
(ii) Payment of Performance Awards
Performance Awards may be paid in a lump sum or in
installments following the close of the performance period or,
in accordance with procedures established by the Committee, on
a deferred basis.
(d) Dividend Equivalents
Subject to the requirements of applicable law, the Committee is hereby
authorized to grant to eligible Employees a "Dividend Equivalent",
which shall consist of a right pursuant to which any such eligible
Employee shall be entitled to receive payments equivalent to dividends
with respect to a number of Shares determined by the Committee, and the
Committee may provide that such amounts (if any) shall be deemed to
have been reinvested in additional Shares or otherwise reinvested.
Subject to the terms of the Plan and any applicable Award Agreement,
such Awards may have such terms and conditions as the Committee shall
determine.
(e) Other Stock-Based Awards
Subject to the requirements of applicable law, the Committee is hereby
authorized to grant to eligible Employees an "Other Stock-Based Award",
which shall consist of a right (i) which is other than an Award or
right described in Section 6(a), (b), (c), (d), or (e) above and (ii)
which is denominated or payable in, valued in whole or in part by
reference to, or otherwise based on or related to, Shares (including,
without limitation, securities convertible into Shares), as are deemed
by the Committee to be consistent with the purposes of the Plan;
provided, that any such rights must comply, to the extent deemed
desirable by the Committee, with rule 16b-3. Subject to the terms of
the Plan and any applicable Award Agreement, the Committee shall
determine the terms and conditions of any such Other Stock- Based
Award.
(f) General
(i) Awards May Be Granted Separately or Together
Awards may, in the discretion of the Committee, be granted
either alone or in addition to, in tandem with, or in
substitution for any other Award granted under the Plan or any
award granted under any other plan of the Company or any
Subsidiary. Awards granted in addition to or in tandem with
other Awards or awards granted under any other plan of the
Company or any Subsidiary may be granted either at the same
time as or at a different time from the grant of such other
Awards or awards.
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(ii) Forms of Payment by Company Under Awards
Subject to the terms of the Plan and of any applicable Award
Agreement and the requirements of applicable law, payments or
transfers to be made by the Company or a Subsidiary upon the
grant, exercise or payment of an Award may be made in such
form or forms as the Committee shall determine, including,
without limitation, cash, Shares, other securities, other
Awards or other property, or any combination thereof, and may
be made in a single payment or transfer, in installments, or
on a deferred basis, in each case in accordance with rules and
procedures established by the Committee. Such rules and
procedures may include, without limitation, provisions for the
payment or crediting of reasonable interest on installment or
deferred payments or the grant or crediting of Dividend
Equivalents in respect of installment or deferred payments
denominated in Shares.
(iii) Limits on Transfer of Awards
(A) Each Award, and each right under any Award, shall be
exercisable only by the Participant during the
Participant's lifetime, or, if permissible under
applicable law, by the Participant's guardian or
legal representative or by a transferee receiving
such Award pursuant to a qualified domestic relations
order (a "QDRO") as defined in the Code or Title I of
the U.S. Employee Retirement Income Security Act of
1974 ("ERISA"), or the rules thereunder.
(B) No Award (prior to the time, if applicable, such
Award becomes Released Securities), and no right
under any such Award, may be assigned, alienated,
pledged, attached, sold or otherwise transferred or
encumbered by a Participant otherwise than by will or
by the laws of descent and distribution (or, in the
case of Restricted Securities, to the Company) or
pursuant to a QDRO and any such purported assignment,
alienation, pledge, attachment, sale, transfer or
encumbrance shall be void and unenforceable against
the Company or any Subsidiary provided that the
designation of a beneficiary shall not constitute an
assignment, alienation, pledge, attachment, sale,
transfer or encumbrance.
(iv) Terms of Awards
The term of each Award shall be for such period as may be
determined by the Committee; provided, that in no event shall
the term of any Incentive Stock Option exceed a period of ten
years from the date of its grant.
(v) Rule 16b-3 Six-Month Limitations
To the extent required in order to comply with Rule 16b-3
only, any equity security offered pursuant to the Plan must be
held for at least six months after the date of grant, and with
respect to any derivative security issued pursuant to the Plan
at least six months must elapse from the date of acquisition
of such derivative security to the date of disposition (other
than upon exercise or conversion) of the derivative security
or its underlying equity security after the grant thereof.
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<PAGE> 9
Terms used in the preceding sentence shall, for the purposes
of such sentence only, have the meanings, if any, assigned or
attributed to them under Rule 16b-3.
(vi) Share Certificates
All certificates for Shares or other securities of the Company
or any Subsidiary delivered under the Plan pursuant to any
Award or the exercise thereof shall be subject to such stop
transfer orders and other restrictions as the Committee may
deem advisable under the Plan or the rules, regulations, and
other requirements of the U.S. Securities and Exchange
Commission, any stock exchange upon which such Shares or other
securities are then listed, and any applicable laws, and the
Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such
restrictions. Notwithstanding the foregoing, no action shall
be taken by the Committee which would, under the laws of
Bermuda, cause a separate class of securities other than
Shares to be created and the Committee shall consult with
appropriate legal counsel in this regard.
(vii) Consideration for Grants
Awards, may be granted for no cash consideration, for such
nominal cash consideration as may be required by applicable
law or for such greater amount as may be established by the
Committee.
(viii) Delivery of Shares or Other Securities and Payment by
Participant' of Consideration
No Shares or other securities shall be delivered pursuant to
any Award until payment in full of any amount required to be
paid pursuant to the Plan or the applicable Award Agreement is
received by the Company. Such payment may be made by such
method or methods and in such form or forms as the Committee
shall determine, including, without limitation, cash, Shares,
other securities, other Awards or other property, or any
combination thereof; provided that the combined value, as
determined by the Committee, of all cash and cash equivalent
and the Fair Market Value of any such Shares or other property
so tendered to the Company, as of the date of such tender, is
at least equal to the full amount required to be paid pursuant
to the Plan or the applicable Award Agreement to the Company.
SECTION 7.
Amendment and Termination.
Except to the extent prohibited by applicable law and unless otherwise expressly
provided in an Award Agreement or in the Plan:
(a) Amendments to the Plan
The Board may amend, alter, suspend, discontinue, or terminate the Plan
without the consent of any shareholder, Participant, other holder or
beneficiary of an Award, or other Person; Provided that any such
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<PAGE> 10
amendment, alteration, suspension, discontinuation, or termination that
would impair the rights of any Participant, or any other holder or
beneficiary of any Award theretofore granted, shall not to that extent
be effective without the consent of the affected Participant, holder or
beneficiary and provided further, that notwithstanding any other
provision of the Plan or any Award Agreement, without the approval of
the shareholders of the Company no such amendment, alteration,
suspension, discontinuation, or termination shall be made that would:
(i) increase the total number of Shares available for Awards under
the Plan, except as provided in Section 4 of the Plan; or
(ii) otherwise cause the Plan to cease to comply with any
applicable law or regulatory requirement, including for these
purposes any approval or other requirement which is a
prerequisite for exemptive relief from Section 16(b) of the
Exchange Act.
(b) Amendments to Awards
The Committee may waive any conditions or rights under, amend any terms
of, or alter, suspend, discontinue, cancel or terminate, any Award
theretofore granted, prospectively or retroactively, without the
consent of any relevant Participant or holder or beneficiary of an
Award provided that, subject to the Committee's right to adjust Awards
pursuant to Section 7(c) and (d), any such waiver, amendment,
alteration, suspension, discontinuance, cancellation or termination
that would impair the rights of any Participant, or any holder or
beneficiary of any Award theretofore granted shall not to that extent
be effective without the consent of the affected Participant, holder or
beneficiary.
(c) Adjustments of Awards Upon Certain Acquisitions
In the event the Company or any Subsidiary shall assume outstanding
employee awards or the right or obligation to make future employee
awards in connection with the acquisition of another business or
another corporation or business entity, the Committee may make such
adjustments, not inconsistent with the terms of the Plan, in the terms
of Awards as it shall deem appropriate in order to achieve reasonable
comparability, or other equitable relationship between the assumed
awards and the Awards as so adjusted.
(d) Adjustment of Awards Upon the occurrence of Certain Unusual or
Nonrecurring Events
The Committee is hereby authorized to make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of
unusual or nonrecurring events (including, without limitation, the
events described in Section 4(b) hereof) affecting the Company, any
Subsidiary, or the financial statements of the Company or any
Subsidiary, or of changes in applicable laws, regulations, or
accounting principles, whenever the Committee determines that such
adjustments are appropriate in order to prevent dilution or enlargement
of the benefits or potential benefits intended to be made available
under the Plan.
SECTION 8.
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Change in Control
(a) In addition to the Committee's authority set forth in Section 7 (d), in
order to maintain the Participants' rights in the event of any Change
in Control, as hereinafter defined, the Committee, as constituted
before such Change in Control, is hereby authorized, and has sole
discretion, as to any Award, either at the time such Award is made
hereunder or any time thereafter, to take any one or more of the
following actions: (i) provide for the acceleration of any time periods
relating to the exercise or realization of such Award so that such
Award may be exercised or realized in full on or before a date fixed by
the Committee; (ii) provide for the purchase of any such Award, upon
the Participant's request, for an amount of cash equal to the amount
that could have been attained upon the exercise of such Award or
realization of the Participant's rights had such Award been currently
exercisable or payable; (iii) make such adjustment to any such Award
then outstanding as the Committee deems appropriate to reflect such
Change in Control; or (iv) cause any such Award then outstanding to be
assumed, or new rights substituted therefor, by the acquiring or
surviving corporation after such Change in Control. The Committee may,
in its discretion, include such further provisions and limitations in
any Award Agreement as it may deem equitable and in the best interests
of the Company.
(b) A "Change in Control,, shall mean a "Change in Control" as defined
under the indenture dated as of July 28, 1993 among ADT Operations,
Inc., an indirect wholly owned subsidiary of the Company, as issuer,
and the Company, as guarantor, and NationsBank of Georgia, National
Association as trustee in connection with the offering of US
$350,000,000 9 1/4% Senior Subordinated Notes due 2003.
SECTION 9.
General Provisions
(a) No Rights to Awards
No Employee, Participant or other Person shall have any claim to be
granted any Award, and there is no obligation for uniformity of
treatment of Employees, Participants, or holders or beneficiaries of
Awards. The terms and conditions of Awards need not be the same with
respect to each recipient.
(b) Delegation
Subject to the terms of the Plan and applicable law, the Committee may
delegate to one or more officers or managers of the Company or any
Subsidiary, or to a committee of such officers or managers, the
authority, subject to such terms and limitations as the Committee shall
determine, to grant Awards to, or to cancel, modify or waive rights
with respect to, or to alter, discontinue, suspend, or terminate Awards
held by, Employees who are not officers or directors of the Company for
purposes of Section 16 of the Exchange Act, or any successor section
thereto, or who are otherwise not subject to such Section.
(c) Withholding
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The Company or any Subsidiary is hereby authorized to withhold from any
Award, from any payment due or transfer made under any Award or under
the Plan or from any compensation or other amount owing to a
Participant the amount (in cash, Shares, other securities, other Awards
or other property) of any applicable withholding taxes in respect of an
Award, its exercise, or any payment or transfer under an Award or under
the Plan and to take such other action as may be necessary in the
opinion of the Company to satisfy all obligations for the payment of
such taxes.
(d) No Limit on Other Compensation Arrangements
Nothing contained in the Plan shall prevent the Company or any
Subsidiary from adopting or continuing in effect other compensation
arrangements (subject to shareholder approval if such approval is
required), and such arrangements may be either generally applicable or
applicable only in specific cases.
(e) No Right to Employment
The grant of an Award shall not be construed as giving a Participant
the right to be retained in the employ of the Company or any
Subsidiary. Further, the Company or a Subsidiary may at any time
dismiss a Participant from employment, free from any liability or any
claim under the Plan, unless otherwise expressly provided in the Plan
or in any Award Agreement.
(f) Governing Law
The validity, construction, and effect of the Plan and any rules and
regulations relating to the Plan shall be determined in accordance with
the laws of Bermuda. In addition, the Committee may amend the terms of
the Plan and any Awards or Award Agreements in order to comply with the
laws of Bermuda or the laws of any other applicable jurisdiction.
(g) Severability
If any provision of the Plan or any Award is or becomes or is deemed to
be invalid, illegal, or unenforceable in any jurisdiction or as to any
Person or Award, or would disqualify the Plan or any Award under any
law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to applicable laws, or if it
cannot be construed or deemed amended without, in the determination of
the Committee, materially altering the intent of the Plan or the Award,
such provision shall be stricken as to such jurisdiction, Person or
Award and the remainder of the Plan and any such Award shall remain in
full force and effect.
(h) Additional Powers
The Committee may refuse to issue or transfer any Shares or other
consideration under an Award if, acting in its sole discretion, it
determines that the issuance or transfer of such Shares or such other
consideration might violate any applicable law or regulation or entitle
the Company to recover the same under Section 16(b) of the Exchange
Act, and any payment tendered to the Company by a Participant, other
holder or beneficiary in connection with the exercise of such Award
shall be promptly refunded to
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<PAGE> 13
the relevant Participant, holder or beneficiary.
(i) No Trust or Fund Created
Neither the Plan nor any Award shall create or be construed to create a
trust or separate fund of any kind or a fiduciary relationship between
the Company or any Subsidiary and a Participant or any other Person. To
the extent that any Person acquires a right to receive payments from
the Company or any Subsidiary pursuant to an Award, such right shall be
no greater than the right of any unsecured general creditor of the
Company or any Subsidiary.
(j) No Fractional Shares
No fractional Shares shall be issued or delivered pursuant to the Plan
or any Award, and the Committee shall determine whether cash, other
securities, or other property shall be paid or transferred in lieu of
any fractional Shares or whether such fractional Shares or any rights
thereto shall be cancelled, terminated, or otherwise eliminated.
(k) Headings
Headings are given to the Sections and subsections of the Plan solely
as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.
SECTION 10.
Effective Date of the Plan
The Plan shall be effective as of the date of its approval by the shareholders
of the Company.
SECTION 11.
Term of the Plan
No Award shall be granted under the Plan after June 30, 2003. However, unless
otherwise expressly provided in the Plan or in an applicable Award Agreement,
any Award theretofore granted may, and the authority of the Board or the
Committee to amend, alter, adjust, suspend, discontinue, or terminate any such
Award or to waive any conditions or rights under any such Award, shall extend
beyond such date.
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<PAGE> 1
ADT LIMITED
RULES OF
SENIOR EXECUTIVE SHARE OPTION PLAN
(adopted at a special general meeting
of the company held on October 4 1990
and amended pursuant to a resolution passed
at a special general meeting of the company
on August 9 1991)
Effective June 17 1991
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ADT LIMITED
SENIOR EXECUTIVE SHARE OPTION PLAN
1. DEFINITIONS
In these Rules
(a) the following words and expressions have the following
meanings except where the context otherwise requires:-
"Company" ADT Limited, a company incorporated in
Bermuda;
"Control" the meaning ascribed thereto in Section
840 of the Income and Corporation Taxes
Act 1988 of the United Kingdom;
"Date of Grant" the date on which the Directors
grant an Option in accordance with the
terms of Rule 4;
"Directors" the Board of Directors for the time being
of the Company or a duly constituted
committee thereof;
"Eligible
Employee" any person holding Employment;
"Employment" employment as an employee or director of,
or employment under any other arrangement
(such as a contract for services or a
management services contract) whereby an
individual's services are made available
to a Participating Company or Companies;
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<PAGE> 3
"Financial
Advisors" such independent financial advisors as
the Directors may from time to time
appoint for the purpose of the Plan,
including, if the Directors so appoint,
the auditors for the time being of the
Company;
"Group" (i) the Company,
(ii) all Subsidiaries which are under the
Control of the Company and,
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<PAGE> 4
(iii)any other company in which the
Company has a direct or indirect interest
which the Directors consider is held on a
long term basis for the purpose of
securing a contribution to the Company's
activities by the exercise of any control
or influence arising from that interest.
"Issue or
Reorganization" any capitalization issue, rights issue or
other offer to the holders of Shares by
way of rights or any consolidation,
sub-division or reduction of capital by
the Company, including a capitalization
issue with cash option under Bye-Law 84A
and a scrip dividend in lieu of cash
under Bye-Law 84B of the Company's
Bye-Laws;
"Option" the right granted or to be granted to a
Participant on any particular Date of
Grant to subscribe for Shares in
accordance with the Rules of the Plan;
"Participant" any person who has been granted an Option
which has not lapsed in accordance with
the provisions of Rule 5(c) and includes
where the context so admits, the legal
personal representatives of any such
person;
"Participating
Company" any company within the Group which the
Directors from time to time determine
shall
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<PAGE> 5
be a Participating Company for the
purposes of the Scheme;
"Plan" this plan, being the ADT Senior Executive
Share Option Plan in its present form or
with and subject to any amendment thereto
effected in accordance with the Rules;
"Retirement" cessation of Employment in circumstances
which the Directors regard as retirement
(whether at normal retirement age or at
any other age);
"Share" a common share of US$0.10 in the capital
of the Company;
"Subscription
Price" the price for the subscription of a Share
comprised in any Option which, subject to
Rule 6, is the higher of:
(i) the nominal value of a Share, and
(ii) an amount equal to the fair market
value of a Share on the day prior to the
Date of Grant of the Option ascertained
in accordance with published prices and
usual practice on such investment
exchange or other facility on which
Shares are traded as appears appropriate
to the Directors Provided that any Option
granted within one month of the approval
of the Plan by the Company in general
meeting may be granted at a subscription
price of US$2.60 per Share;
"Subsidiary" a company which is for the time being a
subsidiary of the Company and
"subsidiary" shall be construed in
accordance with the Companies Act, 1985
as amended by the Companies Act, 1989 of
Great Britain;
(b) Words importing the singular shall include the plural and vice versa
and words importing the masculine shall include the feminine.
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<PAGE> 6
(c) Any reference to a statutory provision shall be deemed to include that
provision as the same may from time to time hereafter be amended or
re-enacted.
2. ELIGIBILITY
No person shall be entitled as of right to participate in the Plan. Subject
thereto, the Directors shall in their absolute discretion, subject to the Rules,
decide from time to time which Eligible Employee or Employees shall have the
opportunity to participate and the extent of the participation.
3. LIMITS ON NUMBER OF SCHEME SHARES
The total number of Shares in respect of which Options may be granted under the
Plan is 3,000,000 (ignoring Shares comprised in Options which are no longer
capable of exercise without having been exercised). In the event of an Issue or
Reorganization such number of Shares shall be adjusted for the purpose of the
aforesaid limits in such manner as the Directors shall consider to be
appropriate provided that the adjustment shall not have effect unless the
Financial Advisors shall certify in writing that such adjustment is in their
opinion fair and reasonable.
4. GRANT OF OPTIONS
(a) The Directors may adopt such procedure as they think appropriate for
the grant of Options. Options will normally only be granted within 42
days of the announcement of the Company's results for any financial
period, but may be granted at other times if the Directors so decide.
(b) The Directors shall send the Participant an option certificate (which
shall state the relevant Subscription Price) in respect of the Shares
comprised in the Option.
(c) No Options may be granted under the Plan more than ten years after the
date of adoption of the Plan by the Company.
5. TERMS OF OPTIONS
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(a) Non-transferability
No Option granted under the Plan may be transferred, assigned, charged
or otherwise alienated.
(b) Period of Option and when Exercisable
An Option shall be capable of being exercised, but subject as
hereinafter provided, at any time following the earliest of:-
(i) the date three years from the Date of Grant thereof;
(ii) the Participant ceasing to be in Employment by reason of his
death, injury, disability, redundancy or Retirement;
(iii) the occurrence of the circumstances permitting the exercise of
Options mentioned in Rule 7 or 8 relating to change of control
and voluntary winding-up
Provided that if the Participant ceases to be in Employment prior to the date
three years from the Date of Grant in any circumstances other than those
described in sub-paragraph (ii) above, including by reason of the Participating
Company by which he is employed ceasing to be a member of the Group, the
Directors may in their absolute discretion determine that the Option shall be
capable of being exercised.
(c) Lapse of Option
An Option shall lapse to the extent that it has not been exercised by the
earliest of:-
(i) the fifth anniversary of the Date of Grant thereof or, if the
Participant dies within twelve months before the fifth anniversary of
the Date of Grant, the expiry of twelve months from the date of his
death;
(ii) the expiry of twelve months from the date on which the Participant
ceases to be in Employment by reason of his death;
(iii) the expiry of six months from the date on which the Participant ceases
to be in Employment by reason of his injury, disability, redundancy
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<PAGE> 8
or Retirement. Provided that in the event of the death within the said
period of six months of a Participant who has ceased to be in
Employment in the circumstances referred to in this sub-paragraph (iii)
the Option shall not lapse, subject as provided in sub-paragraph (iv)
or (v) of this paragraph, until the expiry of twelve months from the
date of his death;
(iv) the expiry of the period referred to in Rule 7(d);
(v) the expiry of the period during which the Option may be treated as
having been exercised pursuant to Rule 8, in the event of a members'
voluntary winding up of the Company;
(vi) the date on which the Participant ceases to be in Employment in any
circumstances other than those referred to in sub-paragraphs (ii) and
(iii) of this paragraph (c) of this Rule;
Provided that
(l) if the Participant ceases to be in Employment prior to the
date three years from the Date of Grant and the Directors
exercise their discretion pursuant to the proviso to paragraph
(b) of this Rule that the Option shall be capable of being
exercised, the Option shall lapse on the expiry of such period
as the Directors determine, not being later than the fifth
anniversary of the Date of Grant,
(2) if the Participant ceases to be in Employment in any
circumstances not permitting the exercise of the Option more
than three years after the Date of Grant (including by reason
of the Participating Company by which he is employed ceasing
to be a member of the Group) the Directors may permit the
Option to be exercised during such period, expiring not later
than the fifth anniversary of the Date of Grant, as they may
determine; and
(3) if the Participant ceases to be in Employment in any of the
circumstances specified in Rule 5(b)(ii) the Directors may
defer the lapse of his Option by such period as they
determine, expiring not later than the fifth anniversary of
the Date of Grant.
(d) Manner of Exercise of Options
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<PAGE> 9
Subject as hereinbefore provided-an Option shall be exercised by notice
in writing given by the Participant to the Company specifying that the
Option is thereby exercised and the number of Shares in respect of
which it is exercised and such notice shall be accompanied by the
relevant option certificate and payment of the Subscription Prices of
the Shares in respect of which the Option is exercised. Th-e
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<PAGE> 10
notice shall be in a form prescribed by or approved by the Directors
and shall contain such declarations and undertakings by the Participant
as the Directors may require.
Within 30 days after receipt by the Company of such notice, certificate
and payment (and subject to the provisions and the requirements of any
applicable enactment or regulation) the Share in respect of which the
Option has been exercised shall be allotted and a share certificate
issued by the Company to the Participant. If the Directors so determine
and subject to compliance with any registration or other requirements
of US law the Directors may procure that an appropriate number of
American Depositary Receipts may be provided to the Participant instead
of the allotment of Shares to him and, if American Depositary Receipts
are so provided, the Company may allot the equivalent Shares to the
depositary. If notice of the exercise of the Option is received after
the record date for payment of a dividend, the making of any other
distribution or any offer by way of rights to the holders of Shares the
allotment of Shares upon exercise shall be made upon terms that the
Shares so allotted are not entitled to participate in the relevant
dividend, rights or other distribution. An Option may be exercised in
whole or in part and in the event of an Option being exercised in part
only, the relevant option certificate shall be cancelled and a new
option certificate for the balance shall be issued to the Participant.
(e) Listing
While any Option remains unexercised and has not lapsed the Directors
shall keep available sufficient unissued Shares to satisfy outstanding
Options. The Company shall apply to any investment exchange or other
facility on which the Company's Shares shall at that time be listed,
for an appropriate listing.
(f) Rights on Dismissal
In the event of his being dismissed by any Participating Company, a
Participant shall not be entitled to damages by reason of any
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<PAGE> 11
cessation of or alteration to his rights or expectations under the Plan
arising from such dismissal.
6. ISSUE OR REORGANIZATION
In the event of any Issue or Reorganization the number and/or class of
Shares subject to Options. and/or the relevant Subscription Prices
shall be adjusted in such manner as the Directors shall consider to be
appropriate
Provided that
(1) the adjustment shall not have effect unless the Financial
Advisors shall certify in writing that such adjustment is in
their opinion fair and reasonable; and
(2) the Subscription Price of a Share shall never be less than its
nominal value.
7. CHANGE OF CONTROL
(a) If any persons together with persons controlled by or
otherwise associated with or acting in concert with that
person, comes to own beneficially more than fifty per cent. of
the issued common share capital of the Company a Participant
will, subject to paragraph 7(d) below, be entitled to exercise
his option at any time during the period of six months
following the time that such person (together with other
persons as aforesaid) comes to own more than fifty per cent.
of the issue common share capital of the Company.
(b) If any person, together with persons controlled by or
otherwise associated with or acting in concert with that
person, comes to own 30 per cent. or more of the issued common
share capital of the Company pursuant to an arrangement which
was not approved in advance by the Directors, the Directors
may allow Options to be exercised at any time during the
period of six months following the time that such person
(together with other persons as aforesaid) comes to own 30 per
cent. or more of the issued common share capital of the
Company.
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<PAGE> 12
(c) The Company shall use all reasonable endeavors to procure that
if a Participant is allotted Shares pursuant to the exercise
of Options in accordance with paragraph (a) above then insofar
as such Shares were not the subject of any general offer made
by any of the persons referred to in paragraph (a) above the
party by whom the general offer was made shall offer to
acquire from the Participant all those Shares upon the same
terms as Shares of the same class were acquired under the
general offer.
(d) If any person becomes entitled under Section 102 and/or 103 of
the Companies Act 1981 of Bermuda to acquire any Shares (or
would be so entitled but for the fact that there were no
dissenting shareholders) the directors shall notify each
Participant thereof forthwith upon becoming aware that such
person is (or would be as aforesaid) so entitled and a
Participant shall, be entitled to exercise all or any of the
Options which he holds at any time during the period of three
weeks following such notification, and upon the expiry of such
period all unexercised Options will lapse.
8. VOLUNTARY WINDING UP
In the event of a members' voluntary winding up of the Company (other
than for the purpose of reconstruction or amalgamation) a Participant
may by notice in writing to the Company within ninety days after the
commencement of the winding up (such notice being accompanied by the
relevant option certificate and payment of the aggregate Subscription
Price) elect to be treated as if the option had been exercised
immediately before the commencement of the winding up. The Participant
will then be entitled as at the commencement of the winding up and by
virtue of the Option to which he is then entitled and in particular his
rights under this Rule to prove in the winding up as a creditor of the
Company for a sum equal to the amount he would have received as holder
of the Shares to which he would have been entitled on exercise of the
options held by him. Notwithstanding that such Participant shall not
rank as a member of the Company he shall rank after all other creditors
of the Company (other than other Participants entitled under this Rule)
in the winding up. Subject thereto all Options shall lapse on a winding
up of the Company.
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9. ADMINISTRATION AND AMENDMENT
(a) The Plan shall be administered under the direction of the
Directors who may at any time and from time to time by
resolution and without other formality amend the Rules in any
respect Provided that:-
(i) no amendment shall operate to prejudice materially
any rights already acquired by a Participant under
the Plan;
(ii) no amendment which would materially modify the
eligibility requirements of the Plan or which would
materially increase the benefits available to
Participants by virtue of:
(A) the basis of calculation of the Subscription
Price;
(B) the total number of Shares available for
issue under the Plan under Rule 3 (except
pursuant to the provisions of Rule 3);
(C) the definition of "Issue or Reorganization";
(D) Rules 5, 6, 7 8 or this paragraph (a) of
this Rule
may be made except by or with the prior approval of a
Resolution of the Company in General Meeting.
(b) The Directors may adopt supplemental rules governing the grant
and/or exercise of Options and/or may grant Options subject to
such additional terms and conditions as they consider
expedient or desirable having regard to the circumstances
including, without prejudice, local securities, tax or
currency law or practice. The Directors may determine the
currency in which Options shall be granted and/or exercised
and may use such exchange rate as they consider appropriate
for all or any of the Rules.
(c) Subject to paragraph (e) below the Directors' decision on any
matter concerning the Plan shall be final and binding.
(d) The cost of the operation of the Plan (including but not
limited to the costs relating to the issue of Shares upon the
exercise of options) shall be borne by the Company.
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(e) In any matter in which they are required to act hereunder the
Financial Advisors shall be deemed to be acting as experts and
not as arbitrators and, save for manifest error, their
decision shall be final and binding.
(f) All notices under the Plan shall be in writing and if to the
Company or to a Participating Company shall be delivered to
the Company or to such Participating Company as appropriate or
sent by internal mail or telex or facsimile transmission or
airmail (as the case may be) to their respective registered
offices for the time being, and if to a Participant, shall be
delivered personally or sent by internal mail or by telex or
facsimile transmission or air mail (as the case may be) to the
Participant at the address which he shall give to the Company
for the purpose, or failing any such address to his last known
place of abode. If a notice is sent by air mail, service
thereof shall be deemed to be effected by properly addressing,
prepaying and posting a letter containing the same to such
address and shall be deemed to be served ninety-six hours
after such posting. If a notice is sent by internal mail
service thereof shall be deemed to be effected by properly
addressing, prepaying and posting a letter containing the same
and shall be deemed to be served 48 hours after such posting.
If a notice is sent by telex or facsimile transmission it
shall be deemed to be served 12 hours after transmission.
(g) The Plan shall be governed by the law of Bermuda.
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Appleby, Spurling & Kempe
15th May, 1996
ADT Limited
c/o Kay Collyer & Boose LLP,
One Dag Hammarskjold Plaza,
New York, NY 10017-2299,
U.S.A.
Dear Sirs:
Re: ADT Limited (the "Company")
This opinion as to Bermuda law is addressed to you in connection with the filing
by the Company with the Securities and Exchange Commission, Washington D.C.
20549 of a Form S-8 Registration Statement and related documents to be used in
relation to the ADT Limited 1993 Long-Term Incentive Plan (as amended February
29, 1996) and Senior Executive Share Option Plan of ADT Limited.
Terms used in the Registration Statement, unless otherwise defined herein, have
the same meanings when used in this opinion.
For the purposes the opinions herein expresses, we have examined such documents
of public record in Bermuda, and such other documents as we have considered
necessary, including the following:
(A) a draft dated April 29, 1996 of the S-8 Registration Statement
referred to above (the "Registration Statement");
(B) a copy of the ADT Limited 1993 Long Term Incentive Plan (as amended
February 29, 1996) and Senior Executive Share Option Plan of ADT
Limited;
(C) the Certificate of Incorporation, Memorandum of Association and Bye-
Laws of the Company; and
(D) a copy of the Minutes of General Meetings of Members of the Company
held on 11th April, 1996, 12th October, 1993, 4th October, 1990, and
9th August, 1991.
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We have assumed:-
(i) that there is no provision of the law of any jurisdiction,
other than Bermuda, which would have any implication in
relation to the opinions herein expressed;
(ii) the genuineness of all signatures on the documents which we
have examined;
(iii) the conformity to original documents of all documents produced
to us as copies and the authenticity of all original documents
which, or copies of which, have been submitted to us;
(iv) the accuracy and completeness of all factual representations
made in the documents examined by us; and
(v) that when filed with the Securities and Exchange Commission,
the Registration Statement will not differ in any material
respect from the draft which we have examined.
Based upon and subject to the foregoing, and subject to the reservations
mentioned below and to any matters not disclosed to us, we are of the opinion
that:
(1) The Company is a company duly incorporated with limited
liability and validly existing under the laws of Bermuda.
(2) The issuance of Common Shares of US$0.01 per share, pursuant
to the ADT Limited 1993 Long Term Incentive Plan (as amended
February 29, 1996) and the Senior Executive Share Option Plan
of ADT Limited has been duly authorised by the Company and,
upon issuance and payment therefor in the manner contemplated
by such plans, such Common Shares will be validly issued,
fully paid and non-assessable shares of capital stock of the
Company.
Our reservations are as follows:-
(A) Our opinion is confined to and given on the basis of the laws of
Bermuda as currently applied by the courts of Bermuda and we have made
no investigation of, nor do we express any opinion on, the laws of any
jurisdiction other than Bermuda.
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(B) Any reference in this opinion to shares being "non-assessable" shall
mean, in relation to fully paid shares of the Company and subject to
any contrary provision in any agreement in writing between the Company
and the member holding such shares, that no such member shall be bound
by an alteration in the Memorandum of Association, or Bye-Laws of the
Company after the date on which he became a member, if and so far as
the alteration requires him to take, or subscribe for additional
shares, or in any way increases his liability to contribute to the
share capital of, or otherwise to pay money to, the Company.
This opinion is to be governed by and construed in accordance with the laws of
Bermuda.
We consent to the filing of this opinion as an exhibit to the Registration
Statement of the Company relating to the ADT Limited 1993 Long Term Incentive
Plan (as amended February 29, 1996) and the Senior Executive Share Option Plan
of ADT Limited. This opinion shall not otherwise be disclosed to or relied upon
by any other person or entity for any other purpose without our prior written
consent.
Yours faithfully,
Appleby, Spurling & Kempe
/s/ Appleby, Spurling & Kempe
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the
Registration Statement on Form S-8 pertaining to the ADT Limited 1993 Long-Term
Incentive Plan (as amended February 29, 1996) and the Senior Share Option Plan
of ADT Limited, of our report dated February 29, 1996 on our audit of the
consolidated financial statements of ADT Limited as at December 31, 1995 and
1994 and for each of the three years ended December 31, 1995, which report is
included in Form 10-K filed by ADT Limited on March 12, 1996.
Coopers & Lybrand
Hamilton, Bermuda
May 16, 1996
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