<PAGE>
REGISTRATION STATEMENT CONSISTS OF 7 PAGES.
THE EXHIBIT INDEX APPEARS ON PAGE 7.
FILE NO. 333-
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 25, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
TYCO INTERNATIONAL LTD.
(Exact Name of Registrant as Specified in Its Charter)
------------------------------
<TABLE>
<S> <C>
BERMUDA NOT APPLICABLE
(State or other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
</TABLE>
THE GIBBONS BUILDING, 10 QUEEN STREET, SUITE 301
HAMILTON HM 11, BERMUDA
(Address of Principal Executive Offices)
(441) 292-8674*
(Registrant's Telephone Number)
*The executive offices of the Registrant's principal United States subsidiary,
Tyco International (US) Inc., are located at One Tyco Park, Exeter, New
Hampshire 03833. The telephone number there is (603) 778-9700.
------------------------------
TYCO INTERNATIONAL LTD.
LONG TERM INCENTIVE PLAN II
(Full Title of the Plan)
------------------------------
MARK H. SWARTZ
C/O TYCO INTERNATIONAL (US) INC.
ONE TYCO PARK
EXETER, NEW HAMPSHIRE 03833
(Name and Address of Agent for Service)
(603) 778-9700
(Telephone Number, Including Area Code, of Agent for Service)
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED(1) REGISTERED (2) PER SHARE (3) PRICE (3) FEE (4)
<S> <C> <C> <C> <C>
Common Shares, $0.20 par value....... 25,000,000 shares $73.28125 $1,832,031,250 $509,305
</TABLE>
(1) Includes associated Series A Preference Share purchase rights.
(2) Plus such additional number of shares as may be required pursuant to the
employee benefit plan in the event of a stock split, stock dividend,
recapitalization, reorganization, merger, consolidation or other similar
event.
(3) This estimate is made pursuant to Rule 457(c) and (h) of the Securities Act
solely for the purpose of determining the registration fee. It is not known
how many shares will be purchased under the plan or at what price such
shares will be purchased. The above calculation is based on the average of
the high and low prices of the Registrant's Common Shares as reported on the
New York Stock Exchange Composite Index on March 18, 1999.
(4) The amount of registration fee, calculated in accordance with Section 6(b)
of the Securities Act and Rule 457(o) promulgated thereunder, is .000278 of
the maximum aggregate offering price at which the securities registered
pursuant to this Registration Statement are proposed to be offered.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Tyco International Ltd. (the "Company" or the "Registrant") and Tyco
International Ltd. Long Term Incentive Plan II (the "Plan"), hereby incorporate
by reference the documents listed below, which have previously been filed with
the SEC:
(a) The Registrant's Annual Report on Form 10-K and Form 10-K/A for the
fiscal year ended September 30, 1998, except for Part II, Items 6, 7,
7A and 8;
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended December 31, 1998;
(c) The Registrant's Current Reports on Form 8-K filed on December 10,
1998, and Forms 8-K/A filed on May 13, 1998 and December 11, 1998,
respectively; and
(d) The description of the Registrant's Common Shares set forth in the
Company's Registration Statement on Form 8-A/A filed on March 1,
1999.
In addition, all documents subsequently filed with the SEC by the Registrant
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered hereunder have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement 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.
Michael L. Jones, Secretary of the Company, is a partner of Appleby Spurling
& Kempe, the law firm which will be rendering an opinion as to the legality of
the securities being registered.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Bye-Law 102 of the Company's Bye-Laws provides, in part, that the Company
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
fraud or dishonesty of the director or officer. However, such section permits
the Company 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.
The Registrant maintains $75 million of insurance to reimburse the directors
and officers of the Company and its subsidiaries for charges and expenses
incurred by them for wrongful acts claimed against them by reason of their being
or having been directors or officers of the Registrant or any of its
subsidiaries. Such insurance specifically excludes reimbursement of any director
or officer for any charge or expense incurred in connection with various
designated matters, including libel or slander, illegally obtained personal
profits, profits recovered by the Registrant pursuant to Section 16(b) of the
Exchange Act and deliberate dishonesty.
2
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement. Prior to July 2, 1997, the
Registrant's name was ADT Limited.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ------------- -----------------------------------------------------------------------------------------------------
<C> <S>
4.1 Memorandum of Association of the Company (previously filed as an Exhibit to the Annual Report on Form
10-K of ADT Limited for the year ended December 31, 1992)
4.2 Certificate of Incorporation on Change of Name from ADT Limited to Tyco International Ltd.
(previously filed as an Exhibit to the Company's Current Report dated July 2, 1997 on Form 8-K filed
July 10, 1997)
4.3 Bye-Laws of the Company (incorporating all amendments to March 27, 1998) (previously filed as an
Exhibit to the Company's Form S-3 filed April 23, 1998)
4.4 Rights Agreement between ADT Limited and Citibank, N.A. dated as of November 6, 1996 (previously
filed as an Exhibit to Form 8-A of ADT Limited dated November 12, 1996)
4.5 First Amendment between ADT Limited and Citibank, N.A. dated as of March 3, 1997 to Rights Agreement
between ADT Limited and Citibank, N.A. dated as of November 6, 1996 (previously filed as an Exhibit
to Form 8-A/A of ADT Limited dated March 4, 1997)
4.6 Second Amendment between ADT Limited and Citibank, N.A. dated as of July 2, 1997 to Rights Agreement
between ADT Limited and Citibank, N.A. dated as of November 6, 1996 (previously filed as an Exhibit
to Form 8-A/A of ADT Limited dated July 2, 1997)
5.1 Opinion (and consent) of Appleby Spurling & Kempe
10.1 Tyco International Ltd. Long Term Incentive Plan II
23.1 Consent of PricewaterhouseCoopers
23.2 Consent of Arthur Andersen LLP (Houston)
23.3 Consent of Deloitte & Touche LLP
23.4 Consent of Arthur Andersen LLP (Roseland)
23.5 Consent of Appleby Spurling & Kempe (included in Exhibit 5.1 hereto)
24 Powers of Attorney (contained on the signature page hereto)
</TABLE>
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;
3
<PAGE>
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
or furnished to the SEC by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference
in this registration statement:
(2) That, for the purpose of determining any liability under the
Securities Act, 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; and
(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 or the Plan.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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 may be permitted to directors, officers and controlling
persons of the Registrant, pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in the Securities
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 and will be governed by the
final adjudication of such issue.
4
<PAGE>
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 Town of Exeter, State of New Hampshire, on the 25th day of
March, 1999.
<TABLE>
<S> <C> <C>
TYCO INTERNATIONAL LTD.
By: /s/ MARK H. SWARTZ
-----------------------------------------
Mark H. Swartz
EXECUTIVE VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER (PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)
</TABLE>
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and
appoints L. Dennis Kozlowski and Mark H. Swartz, and each of them, his true and
lawful attorneys-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 this Registration Statement and all pre-effective and
post-effective amendments, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of them
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them or their or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on March
25, 1999 and in the capacities indicated below.
<TABLE>
<C> <S>
/s/ L. DENNIS KOZLOWSKI Chairman of the Board, President, Chief
- ------------------------------------------- Executive Officer and Director (Principal
L. Dennis Kozlowski Executive Officer)
/s/ MICHAEL A. ASHCROFT
- ------------------------------------------- Director
Michael A. Ashcroft
/s/ JOSHUA M. BERMAN
- ------------------------------------------- Director and Vice President
Joshua M. Berman
/s/ RICHARD S. BODMAN
- ------------------------------------------- Director
Richard S. Bodman
/s/ JOHN F. FORT
- ------------------------------------------- Director
John F. Fort
</TABLE>
5
<PAGE>
<TABLE>
<C> <S>
/s/ STEPHEN W. FOSS
- ------------------------------------------- Director
Stephen W. Foss
/s/ RICHARD A. GILLELAND
- ------------------------------------------- Director
Richard A. Gilleland
/s/ PHILIP M. HAMPTON
- ------------------------------------------- Director
Philip M. Hampton
/s/ JAMES S. PASMAN, JR.
- ------------------------------------------- Director
James S. Pasman, Jr.
/s/ W. PETER SLUSSER
- ------------------------------------------- Director
W. Peter Slusser
/s/ MARK H. SWARTZ Executive Vice President and Chief Financial
- ------------------------------------------- Officer (Principal Financial and Accounting
Mark H. Swartz Officer)
/s/ FRANK E. WALSH, JR.
- ------------------------------------------- Director
Frank E. Walsh, Jr.
</TABLE>
6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ------------- -----------------------------------------------------------------------------------------------------
<C> <S>
4.1 Memorandum of Association of the Company (previously filed as an Exhibit to the Annual Report on Form
10-K of ADT Limited for the year ended December 31, 1992)
4.2 Certificate of Incorporation on Change of Name from ADT Limited to Tyco International Ltd.
(previously filed as an Exhibit to the Company's Current Report dated July 2, 1997 on Form 8-K filed
July 10, 1997)
4.3 Bye-Laws of the Company (incorporating all amendments to March 27, 1998) (previously filed as an
Exhibit to the Company's Form S-3 filed April 23, 1998)
4.4 Rights Agreement between ADT Limited and Citibank, N.A. dated as of November 6, 1996 (previously
filed as an Exhibit to Form 8-A of ADT Limited dated November 12, 1996)
4.5 First Amendment between ADT Limited and Citibank, N.A. dated as of March 3, 1997 to Rights Agreement
between ADT Limited and Citibank, N.A. dated as of November 6, 1996 (previously filed as an Exhibit
to Form 8-A/A of ADT Limited dated March 4, 1997)
4.6 Second Amendment between ADT Limited and Citibank, N.A. dated as of July 2, 1997 to Rights Agreement
between ADT Limited and Citibank, N.A. dated as of November 6, 1996 (previously filed as an Exhibit
to Form 8-A/A of ADT Limited dated July 2, 1997)
5.1 Opinion (and consent) of Appleby Spurling & Kempe
10.1 Tyco International Ltd. Long Term Incentive Plan II
23.1 Consent of PricewaterhouseCoopers
23.2 Consent of Arthur Andersen LLP (Houston)
23.3 Consent of Deloitte & Touche LLP
23.4 Consent of Arthur Andersen LLP (Roseland)
23.5 Consent of Appleby Spurling & Kempe (included in Exhibit 5.1 hereto)
24 Powers of Attorney (contained on the signature page hereto)
</TABLE>
7
<PAGE>
[LETTERHEAD OF APPLEBY SPURLING & KEMPE]
Barristers & Attorneys
Cedar House, 41 Cedar Avenue, Hamilton HM 12, Bermuda
Mail: POBox HM 1179, Hamilton HM EX, Bermuda Your Ref:
Telephone: 441 395 2244 MLJ:af/73287.31
Fax: 441 292 8666 Our Ref:
e-mail: [email protected]
Website: WWW.ASK.BM
25 March 1999
Tyco International Ltd
The Gibbons Building
10 Queen Street
Hamilton, HM 11
Bermuda
Dear Sirs,
REGISTRATION STATEMENT ON FORM S-8
We have acted as attorneys in Bermuda for Tyco International Ltd., a Bermuda
limited liability company (the "Company") in connection with its filing with the
United States Securities Exchange Commission of a Registration Statement on Form
S-8 (the "Registration Statement) with respect to 25,000,000 of the Company's
common shares US$0.20 par value per share (the "Shares") to be issued pursuant
to the terms of the Tyco International Ltd. Long Term Incentive Plan II.
For the purposes of this opinion we have examined and relied upon the documents
listed (which, in some cases, are also defined) in the Schedule to this opinion,
(the "Documents").
ASSUMPTIONS
We have assumed:
(i) that there is no provision of the law of any jurisdiction, other than
Bermuda, which would have a material effect on any of the opinions herein
expressed;
(ii) the genuineness of all signatures on the documents which we have
examined;
(iii) the authenticity, accuracy and completeness of all documents submitted to
us as originals and the conformity to authentic original documents, of
all documents produced to us as certified, conformed, notarised or
photostatic copies;
<PAGE>
(iv) that all representations and factual statements appearing in the
Registration Statement, the Plan and the Board Resolutions are true,
accurate and complete in all material respects;
(v) that any awards granted under the Plan will be in consideration of the
receipt by the Company prior to the issue of Shares pursuant thereto of
either cash or services at least equal to the par value of such Shares;
(vi) 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;
(vii) that the Board Resolutions are in full force and effect and have not be
rescinded, either in whole or in part, and accurately record the
resolutions passed by the Board of Directors of the Company at a meeting
which was duly convened and at which a duly constituted quorum was
present and voting throughout; and
(viii) that the information disclosed by the Searches has not been materially
altered and that the Searches did not fail to disclose any material
information which had been delivered for fling or registration, but was
not disclosed or did not appear on the public file at the time of the
Searches.
OPINION
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 has duly incorporated as a limited liability company
and is validly existing and in good standing under the laws of
Bermuda and has all requisite corporate power and authority to
issue the Shares.
(2) When duly issued pursuant to the Board Resolutions and the Plan
all necessary action required to be taken by the Company pursuant
to Bermuda law will have been taken by or on behalf of the Company
and all the necessary authorisations and approvals of Governmental
authorities in Bermuda have been duly obtained for the issue by
the Company of the Shares.
(3) When duly issued and paid for in accordance with the Board
Resolutions and the Plan, the shares will be validly issued, fully
paid and non-assessable shares in the capital of the Company.
2
<PAGE>
(4) There are no taxes, duties or other charges payable to or
chargeable by the Government of Bermuda, or any authority or
agency thereof, in respect of the issue of the Shares.
RESERVATIONS
We have the following reservations:-
(a) We express no opinion as to any other law other than Bermuda law and none
of the opinions expressed herein relates to compliance with or matters
governed by the laws of any jurisdiction except Bermuda. This opinion is
limited to Bermuda law as applied by the Courts of Bermuda as at the date
hereof.
(b) In paragraph (1) above, the term "good standing" means that the company
has neither failed to make any filing with any Bermuda governmental
authority nor to pay any Bermuda government fee or tax, which might make
it liable to be struck off the Registrar of Companies and thereby cease
to exist under the laws of Bermuda.
(c) 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 shares capita
of, or otherwise to pay money to, the Company.
DISCLOSURE
This opinion is addressed to you in connection with the registration of the
Shares with the Securities and Exchange Commission solely for your benefit
and is neither to be transmitted to any other person, nor relied upon by any
other person or for any other purpose nor quoted or referred to in any public
document nor filed with any governmental agency or person, without our prior
written consent, ecept as may be required by law or regulatory authority.
Further, this opinion speaks as of its date and is strictly limited to the
matter stated herein.
We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
3
<PAGE>
This opinion is to be governed by and construed in accordance with the laws of
Bermuda.
Yours faithfully,
/s/ Appleby Spurling & Kempe
Appleby Spurling & Kempe
4
<PAGE>
SCHEDULE
--------
(1) a draft dated March 24, 1999 of the Registration Statement; (2) a copy of
the Tyco International Ltd. Long Term Incentive Plan II (the "Plan"); (3)
the Certificate of Incorporation, Memorandum of Association and Bye-Laws
of the Company (collectively referred to as the "Constitutional
Documents");
(4) a certified copy of excerpts of the Minutes of the Meeting of the Board
of Directors of the Company held on October 21, 1998 (the "Board
Resolutions");
(5) a copy of the pages of the Registration Statement as initially filed
signed by all of the Directors of Tyco (the "Signature Pages");
(6) a copy of the permission dated 20 April, 1998 given by the Bermuda
Monetary Authority under the Exchange Control Act (1972) and related
regulations for the issue of 1,503,750,000 Tyco Common Shares;
(7) a certified copy of the Share Register of the Company reflecting the
entries in respect of the members of Tyco as at 17 March, 1999; and
(8) the entries and filings shown in respect of the Company on the file of
the Company maintained in the Register of Companies at the office of the
Registrar of Companies in Hamilton, Bermuda, and the entries and filings
shown in the Supreme Court Causes Book maintained at the Registry of the
Supreme Court in Hamilton, Bermuda, as revealed by searches done on 17
March, 1999 (collectively referred to as the "Searches").
5
<PAGE>
TYCO INTERNATIONAL LTD.
LONG TERM INCENTIVE PLAN II
SECTION 1. PURPOSE
The purposes of this Tyco International Ltd. Long Term Incentive Plan II
(the "Plan") are to promote the interest of Tyco International Ltd. (together
with any successor thereto, the "Company") and its stockholders by (i)
attracting and retaining non-officer employees of the Company and its
Subsidiaries, (ii) motivating such non-officer employees by means of
performance-related incentives to achieve longer-range performance goals, and
(iii) enabling such non-officer 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, 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.
"DIVIDEND EQUIVALENT" shall mean any right granted under Section 6(d) of
the Plan.
"EMPLOYEE" shall mean any 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.
"FAIR MARKET VALUE" shall mean the fair market value of Shares or other
property determined by such methods or procedures as shall be established from
time to time by the Committee.
"OPTION" shall mean an option granted under Section 6(a) of the Plan.
"OTHER STOCK-BASED AWARD" shall mean any right granted under Section 6(e)
of the Plan.
"PARTICIPANT" shall mean any Non-Officer Employee granted an Award under
the Plan.
<PAGE>
"PERFORMANCE AWARD" shall mean any right granted under Section 6(c) of the
Plan.
"PERSON" shall mean any individual, corporation, partnership, association,
joint-stock company, trust, unincorporated organization, government or political
subdivision thereof or other entity.
"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. $0.20 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 (wherever incorporated) as
defined by Section 86 of the Companies Act 1981 of Bermuda (as amended) or other
business unit, whether or not incorporated, of the Company.
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 Non-Officer 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
canceled, forfeited, or suspended and the method or methods by which Awards may
be settled, exercised, canceled, 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.
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. Notwithstanding
anything in this Section 3 or elsewhere in the Plan to the contrary, the Board
shall also have, and also have the right to exercise, unless and until a Change
in Control has occurred, all power and authority that the Committee has.
2
<PAGE>
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 25,000,000. If, during the term of the Plan, any
Award is forfeited, or any Award otherwise terminates or is canceled
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
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 related, 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, however, 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, or 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 entity of which the Company or a Subsidiary acquires a
significant portion of its equity or from which it acquires a
significant part or all of a business or its assets, shall not 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 the Company, any Subsidiary or any other
Person designated by the Company.
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(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, subdivision,
consolidation or reduction of capital, reorganization, merger, scheme of
arrangement, split-up, spin-off or combination involving the Company or
repurchase or exchange of Shares or other rights to purchase Shares or other
securities of the Company, or other similar corporate transaction or event
affects the Shares such that any 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, then 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
that the number 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 6,000,000 Shares in
any calendar year.
SECTION 5. ELIGIBILITY
Any Non-Officer Employee shall be eligible to be designated a Participant.
SECTION 6. AWARDS
(a) OPTIONS
The Committee is hereby authorized to grant to eligible Non-Officer
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 Participant, 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.
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(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.
(b) STOCK APPRECIATION RIGHTS
The Committee is hereby authorized to grant to eligible Non-Officer
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, 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 Stock Appreciation Right to be paid for by the
Participant, 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
The Committee is hereby authorized to grant to eligible Non-Officer
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. The criteria with respect to which performance goals may be
established include stock prices, market share, sales, earnings, earnings per
share, earnings before income tax, cash flow and return on equity.
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(i) TERMS AND CONDITIONS
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
The Committee is hereby authorized to grant to eligible Non-Officer
Employees a "Dividend Equivalent", which shall consist of a right pursuant to
which any such eligible Non-Officer 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
The Committee is hereby authorized to grant to eligible Non-Officer
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), or (d)
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. 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, which conditions may include
satisfaction of performance goals relating to stock prices, market share, sales,
earnings, earnings per share, earnings before income tax, cash flow and return
on equity.
(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
Subject to paragraph (viii) below:
(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, or any analogous order in any other relevant
jurisdiction.
(B) No Award (prior to the time, if applicable, Shares are
issued or delivered in respect of such Award), 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,
however, 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.
(v) 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
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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.
(vi) 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.
(vii) 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 at or prior
to such delivery 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.
(viii) COMMITTEE DISCRETION TO REMOVE OR AMEND RESTRICTIONS ON
TRANSFERABILITY
Notwithstanding the provisions of paragraph (iii) above and any
other restrictions on transferability of Awards referred to in this Plan,
the Committee may, in its discretion, either generally or specifically,
prospectively or retroactively, (a) grant Awards without limits on
transferability thereof or with such limits on transferability as the
Committee may deem appropriate in the circumstances, and (b) waive, amend,
alter, suspend, discontinue, cancel or terminate any limits on
transferability of Awards on such terms as the Committee may deem
appropriate; provided, however, that any of the acts described in clause
(b) of this paragraph that would materially impair the rights of any
Participant, or any holder or any beneficiary of any Award theretofore
granted, shall not to that extent be effective without the consent of the
affected Participant, holder or beneficiary.
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, however, that any such 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
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beneficiary and provided further that notwithstanding any other provision of the
Plan or any Award Agreement, no such amendment, alteration, suspension,
discontinuation, or termination shall be made that would otherwise cause the
Plan to cease to comply with any applicable law or regulatory requirement with
respect to which the Board determines compliance is necessary or desirable.
(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 6(f)(viii) and Section
7(c) and (d), (i) any such waiver, amendment, alteration, suspension,
discontinuance, cancellation or termination that would materially 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; and (ii) no such waiver, amendment,
alteration, suspension, discontinuance, cancellation or termination that would
materially increase the rights of any Participant or any holder or beneficiary
of any Award shall be effective unless the Award, after giving effect to such
waiver, amendment, alteration, suspension, discontinuance, cancellation or
termination, could permissibly have been granted under the terms of the Plan
(without regard to this Section 7(b)).
(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 or assets of any such 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,
or to be derived by the Company.
SECTION 8. 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
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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 the occurrence of any of the following
events:
(i) any "person" or "group" (as defined under Sections 13(d) and
14(d) of the Securities Exchange Act of 1934 (the "Exchange Act")) is or
becomes the direct or indirect "beneficial owner" (as defined in Rules
13d-3 and 13d-5 under the Exchange Act), of securities representing 50% or
more of the combined voting power of the Company's then outstanding voting
securities other than in connection with a merger, amalgamation, scheme of
arrangement or other combination pursuant to which the stockholders of the
Company immediately prior to such event beneficially own 50% or more of
the voting rights exercisable generally of any such person which is an
entity;
(ii) such time as the Continuing Directors (as defined below) cease
for any reason, other than death , incapacity or retirement of a Director,
to constitute a majority of the Board (or, if applicable, the Board of
Directors of a successor corporation to the Company), where the term
"Continuing Director" means at any date a member of the Board who (A) was
a member of the Board on October 21, 1998 or (B) was nominated or elected
subsequent to such date by at least a majority of the Directors who were
Continuing Directors at the time such nomination or election or whose
election to the Board was recommended or endorsed by at least a majority
of the Directors who were Continuing Directors at the time of such
nomination or election; provided, however, that there shall be excluded
from clause (B) any individual whose initial assumption of office occurred
as a result of an actual or threatened election contest with respect to
the election or removal of Directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a person other than
the Board;
(iii) any "person" or "group" (other than an employee benefit plan
or plans maintained by the Company or its affiliate) comes to possess,
directly or indirectly, the legal right to direct the management and
policies of the Company, whether through the ownership of securities, by
contract or otherwise (other than solely by virtue of membership on the
Board or any committee thereof);
(iv) the Company effects a merger, amalgamation, scheme of
arrangement or other combination in which the Company is not the surviving
entity, or a sale or disposition of all, or substantially all, of the
assets of the Company; or
(v) a merger, amalgamation, scheme of arrangement or other
combination of the Company with or into another person or any analogous or
similar transaction or event occurs as a result of which the voting rights
exercisable at general meetings of the Company in respect of the shares of
the Company in issue immediately prior to the relevant event no longer
represent a majority of all the voting rights normally exercisable at
general meetings of the
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Company (or, if the Company is acquired by another entity in connection
with such event, of such entity) in respect of the shares of the Company
(or, if the Company is acquired by another entity in connection with such
event, of the securities of such entity) in issue immediately after such
event.
SECTION 9. GENERAL PROVISIONS
(a) NO RIGHTS TO AWARDS
No Employee, Director, Participant or other Person shall have any claim to
be granted any Award, and there is no obligation for uniformity of treatment of
Employees, Directors, Participants, or holders or beneficiaries of Awards. The
terms and conditions of Awards need not be the same with respect to each
recipient. No Participant shall have the rights of a shareholder with respect to
any Award unless and until Shares have been issued in respect of such Award.
(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 the
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
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.
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(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 Agreement 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 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 canceled,
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.
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SECTION 10. EFFECTIVE DATE OF THE PLAN
This amended Plan shall be effective as of the date of its approval by the
Board, October 21, 1998.
SECTION 11. TERM OF THE PLAN
No Award shall be granted under the Plan after October 31, 2008. 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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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Tyco International Ltd. of our report dated November 23, 1998, on
our audit of the combination of the historical consolidated financial statements
and consolidated financial statement schedule of Tyco International Ltd. and
United States Surgical Corporation, after restatement for the pooling of
interests as described in Note 1 to the consolidated financial statements, which
report is included in Tyco's Current Report on Form 8-K filed December 10, 1998.
/s/ PRICEWATERHOUSECOOPERS
Hamilton, Bermuda
March 23, 1999
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of Tyco International Ltd.
of our report dated January 31, 1997 on our audit of the consolidated statements
of income, changes in shareholders' investment and cash flows of Keystone
International, Inc. and subsidiaries for the year ended December 31, 1996,
included in the Tyco International Ltd. Current Report on Form 8-K filed
December 10, 1998, and to all references to our Firm included in this
Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Houston, Texas
March 23, 1999
<PAGE>
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Tyco International Ltd. of our report dated September 30, 1998
(relating to the consolidated balance sheet of United States Surgical
Corporation and its subsidiaries as of September 30, 1997, and the consolidated
statements of operations, changes in stockholders' equity and cash flows for the
nine month period ended September 30, 1997, the twelve month period ended
December 31, 1996 and the related financial statement schedule for the nine
month period ended September 30, 1997 and the twelve month period ended December
31, 1996), which report is included in Tyco International Ltd.'s Current Report
on Form 8-K filed December 10, 1998.
/s/ DELOITTE & TOUCHE LLP
Stamford, Connecticut
March 23, 1999
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of Tyco International Ltd. on Form S-8
of our report dated May 11, 1998 covering the combined financial statements of
The Sherwood-Davis & Geck Group as of and for the year ended December 31, 1997.
/s/ ARTHUR ANDERSEN LLP
Roseland, New Jersey
March 23, 1999
