<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 January 28, 2000
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
UNITED STATES
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)
--------------- Not Applicable
Bermuda (I.R.S. Employer Identification No.)
(State or other Jurisdiction of
Incorporation or Organization)
The Zurich Centre, Second Floor, 90 Pitts Bay Road
Pembroke HM 08, 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. UK Savings-Related Share Option Plan
(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
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<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.................. 10,000,000 shares $37.50 $375,000,000 $99,000
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
</TABLE>
(1) With attached rights to purchase preferred or additional common shares in
certain circumstances.
(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 plans 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 January 25,
2000.
(4) The amount of registration fee, calculated in accordance with Section 6(b)
of the Securities Act and Rule 457(o) promulgated thereunder, is .000264
of the maximum aggregate offering price at which the securities registered
pursuant to this Registration Statement are proposed to be offered.
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<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") hereby
incorporates by reference the documents listed below, which have previously
been filed with the SEC:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1999;
(b) The Registrant's Current Reports on Form 8-K filed on October 22,
1999, November 9, 1999, November 22, 1999, December 9, 1999, December 10,
1999 and January 20, 2000; and
(c) 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 is 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 $100,000,000 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 April 1,
1999) (previously filed as an Exhibit to the Company's Form S-3
filed April 23, 1998 and as an Exhibit to the Company's Current
Report dated September 10, 1999 on Form 8-K filed September 14,
1999)
5.1 Opinion (and consent) of Appleby Spurling & Kempe
10.1 Tyco International Ltd. UK Savings-Related Share Option Plan
23.1 Consent of PricewaterhouseCoopers
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Arthur Andersen LLP
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;
(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
<PAGE>
(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 28th day of
January, 2000.
Tyco International Ltd.
By: /s/ Mark H. Swartz
-----------------------------------
Mark H. Swartz
Executive Vice President and Chief
Financial
Officer (Principal Financial and
Accounting Officer)
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 agents, 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 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
January 28, 2000 and in the capacities indicated below.
<TABLE>
<S> <C>
/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, III Director
___________________________________________
John F. Fort, III
/s/ Stephen W. Foss Director
___________________________________________
Stephen W. Foss
</TABLE>
5
<PAGE>
<TABLE>
<S> <C>
/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
Mark H. Swartz Accounting 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 April 1,
1999) (previously filed as an Exhibit to the Company's Form S-3
filed April 23, 1998 and as an Exhibit to the Company's Current
Report dated September 10, 1999 on Form 8-K filed September 14,
1999)
5.1 Opinion (and consent) of Appleby Spurling & Kempe
10.1 Tyco International Ltd. UK Savings-Related Share Option Plan
23.1 Consent of PricewaterhouseCoopers
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Arthur Andersen LLP
24 Powers of Attorney (contained on the signature page hereto)
</TABLE>
7
<PAGE>
EXHIBIT 5.1
January 28, 2000
Tyco International Ltd.
The Zurich Centre
Second Floor
90 Pitts Bay Road
Pembroke HM 08
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 and Exchange Commission of a Registration
Statement on Form S-8 (the "Registration Statement") with respect to
10,000,000 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. UK
Savings-Related Share Option Plan.
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;
(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;
(iv) that all representations and factual statements appearing in the
Registration Statement, the Plan, the Board Resolutions and the Shareholder
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 been 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;
(viii) that the Shareholder Resolutions are in full force and effect and
have not been rescinded, either in whole or in part, and accurately record
the resolutions passed by the Shareholders of the Company at general
meetings which were duly convened and at which duly constituted quorums
were present and voting throughout; and
(ix) that the records which were the subject of the Searches were
complete and accurate at the time of such search and disclosed all
information which is material for the purposes of this opinion and such
information has not since such date been materially altered.
<PAGE>
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 been 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.
(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 capital 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, except 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.
This opinion is to be governed by and construed in accordance with the laws
of Bermuda.
Yours faithfully
/s/ Appleby Spurling & Kempe
2
<PAGE>
SCHEDULE
(1) a faxed copy dated January 19, 2000 of a draft of the Registration
Statement;
(2) a copy of the Tyco International Ltd. UK Savings-Related Share Option
Plan (the "Plan");
(3) the Certificate of Incorporation, Memorandum of Association and Bye-Laws
of the Company incorporating all amendments to April 1, 1999 (collectively
referred to as the "Constitutional Documents");
(4) a copy of an Officer's Certificate signed by Byron S. Kalogerou, Vice
President and Assistant Secretary of the Company dated 27 January, 2000
certifying resolutions of the Board of Directors of the Company passed on
November 3, 1999 (the "Board Resolutions");
(5) a certified copy of excerpts of minutes of the meetings of the
shareholders of the Company held on July 2, 1997, March 27, 1998 and April 1,
1999 (collectively referred to as the "Shareholder Resolutions");
(6) a copy of the permissions dated April 20, 1999, April 29, 1999 and June
11, 1999 given by the Bermuda Monetary Authority under the Exchange Control
Act (1972) and related regulations for the issue of Common Shares in the
capital of the Company;
(7) a certified copy of the Share Register of the Company reflecting the
entries in respect of the members of the Company as at December 31, 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 27 January, 2000
(collectively referred to as the "Searches").
3
<PAGE>
Exhibit 10.1
TYCO INTERNATIONAL LTD.
_____________________________________________________________
THE RULES OF THE
UK SAVINGS-RELATED SHARE OPTION PLAN
_____________________________________________________________
Adopted by the Company on 3 November 1999
Received formal approval under Schedule 9 to the Income and Corporation Taxes
Act 1988 by the Board of Inland Revenue
on January 5, 2000 under reference
PricewaterhouseCoopers
Plumtree Court
London
EC4A 4HT
1
<PAGE>
TYCO INTERNATIONAL LTD
UK SAVINGS-RELATED SHARE OPTION PLAN
CONTENTS
RULE
<TABLE>
<C> <S> <C>
1. INTERPRETATION AND CONSTRUCTION
Definitions (a)
Construction (b) to (d)
2. COMMON SHARE CAPITAL
Availability of authorised share capital (a)
Variation of share capital and adjustment of options (b)
3. APPLICATIONS FOR OPTIONS
4. GRANT OF OPTIONS
Contributions under the savings contract (a)
Timing of grant (b)
Grant of options (c) to (e)
Option certificates (f)
Options only to be granted to employees and directors (g)
Life of the Plan (h)
5. NON-TRANSFERABILITY OF OPTIONS
6. RIGHTS TO EXERCISE OPTIONS
General (a)
Death (b)
Cessation of employment in special circumstances (c) and (d)
Reaching specified age (e)
Employee Transferred to other member of the Group (f)
Cessation of employment in other circumstances (g)
Termination of savings contract (h)
Bankruptcy (i)
Conditions to be satisfied at time of exercise (j)
Exercise to be limited to repayment proceeds (k)
7. LOSS OF OFFICE OR EMPLOYMENT
8. TAKEOVERS, RECONSTRUCTION, AMALGAMATION &
LIQUIDATION
</TABLE>
<PAGE>
<TABLE>
<C> <S> <C>
Change in control of the company - acquirng company (a) to (d)
Change in control of the company - acquiring person (e)
Change in control of the company - additional provisions for
compromises (f) to (j)
Plan shares ceasing to satisfy paragraphs 10 to 14 of Schedule 9 (k)
Liquidation (l)
9. EXERCISE OF OPTIONS AND LISTING OF SHARES
Procedures on exercise (a) and (b)
Rights attaching to Plan shares (c)
Listing (d)
10. PLAN AMENDMENTS AND TERMINATION
Amendments (a) to (f)
Termination (g)
11. ADMINISTRATION
Notice and documents (a) to (c)
Disputes (d)
Costs of the Plan (e)
Governing law (f)
</TABLE>
3
<PAGE>
TYCO INTERNATIONAL LTD
UK SAVINGS-RELATED SHARE OPTION PLAN
RULES
1. INTERPRETATION AND CONSTRUCTION
Definitions
(a) In the Rules of this Plan unless the context otherwise requires the
following words and expressions shall have the following meanings:
Acquiring Company Any company which:
(a) has obtained Control of the Company
either:
(i) as a result of making a
Takeover Offer; or
(ii) in pursuance of a Compromise;
or
(b) becomes bound or entitled to acquire
Plan Shares on the terms of an offer
contained in Section 102 Notice(s);
Acquiring Person Any person, not being an Acquiring Company who:
(a) either alone or together with any person
acting in concert with him has obtained
Control of the Company as a result of
making a Takeover Offer or otherwise; or
(b) having Control of the Company, makes a
general offer to acquire all of the
common shares in issue in the capital of
the Company (other than those that are
already owned by him and/or by any
person acting in concert with him);
Acquisition Price The amount payable in relation to the exercise
of an Option, being the amount (after any
adjustment
4
<PAGE>
pursuant to Rule 2(b)) of the Option Price
multiplied by the number of Plan Shares in respect
of which the Option is exercised;
the Act The Income and Corporation Taxes Act 1988;
Adoption Date The date on which this Plan is adopted by the
Company;
Appropriate Period In relation to:
(a) a Takeover Offer, means the period of 6
months beginning with the time when the
person making the Takeover Offer has
obtained Control of the Company and any
condition subject to which the Takeover
Offer is made is satisfied;
(b) a Compromise means:
(i) where the Option is to be
exercised the period permitted
in the operation of Rules 8(f)
to 8(j);
(ii) where the Option is to be
Rolled-over the period of 6
months beginning with the time
when the court sanctions the
Compromise;
(c) a Section 102 Notice means the period
during which the Acquiring Company is
entitled and bound to acquire shares on
the terms of the offer contained in such
Section 102 Notice, and;
(d) an Acquiring Person who obtains Control
of the Company, or who having Control of
the Company makes a general offer for
all of the common shares in issue in the
capital of the Company, (other than
those which are already owned by him
and/or any person acting in concert with
him), means the
5
<PAGE>
period of six months beginning with the
time when the Acquiring Person obtains
Control or makes the offer as the case
may be;
Associated Company A company which has control of, or is under the
control of, the Company or which is under the
control of the same person as the Company is
controlled by, provided that for these purposes
"control" shall have the meaning given by section
416 of the Act;
Bonus Any sum payable by way of terminal bonus under a
Savings Contract, being the additional payment
made by the Savings Authority when repaying
contributions made under a completed Savings
Contract;
In relation to any Eligible Employee's Savings
Bonus Date Contract the earliest date on whicha Standard
(or Normal Maturity Bonus is due or where the Option- holder has
Date) indicated that he intends to enter into a 5-year
Savings Contract and to seek the Maximum Bonus,
the earliest date on which that Maximum Bonus is
due;
Committee The Board of Directors of the Company or a duly
authorised committee of the Board of Directors;
the Companies Act The Companies Act 1981 of Bermuda;
the Company Tyco International Ltd.;
Compromise In relation to the Company, means a compromise or
arrangement sanctioned or to be sanctioned by the
court under section 101 of the Companies Act;
Control Control as defined in section 840 of the Act;
Date of Grant The date on which an Option is granted to an
Eligible Employee, which shall be the date
specified on the Option Certificate;
6
<PAGE>
Eligible Employee (a) Any person who is not prohibited from
participating in this Plan by reason of the
provisions of paragraph 8 of Schedule 9 and
who:
(i) is an employee or director (other than
a non-executive director) of a Group
Company; and
(ii) if a director, is contracted to work at
least 25 hours a week (exclusive of
meal breaks) for the Group; and
who in either case:
(aa) is chargeable to tax in respect
of his office or employment under
Case I of Schedule E; and
(ab) was employed by the Company for
at least one month prior to the
Invitation Date;
(b) is any other director or employee of a Group
Company who is not prohibited from
participating by reason of paragraph 8 of
Schedule 9 and, in the case of a director,
who satisfies (a)(ii) above, whom the
Committee in their sole discretion approve;
Exchange Rate The average conversion rate for U.S. dollars to
Pounds Sterling as listed in The Wall Street
Journal over the same period as the Market Value
is determined;
Group The Company and its Subsidiaries from time to time
and the expression "member of the Group" shall be
construed accordingly;
7
<PAGE>
Group Company The Company, or a company which is for the time
being a Subsidiary over which the Company has
Control and which has been nominated by the
Committee to participate for the time being in
this Plan;
Invitation An invitation to apply for the grant of an Option
pursuant to Rule 3(a);
Invitation Date In respect of any Option grant, the date on which
an invitation is made by the Committee pursuant to
Rule 3(a);
London Stock Exchange The London Stock Exchange Limited or any successor
body;
Market Value In the case of Options granted under this Plan,
means the market value of a Plan Share determined
by the Committee in accordance with any one of the
following;
(i) the closing price of a Plan Share on the
New York Stock Exchange, on the
Invitation Date; or
(ii) the closing price of a Plan Share on the
New York Stock Exchange, on the last
trading day preceding the Invitation
Date; or
(iii) the average of the composite closing
price of a Plan Share on the New York
Stock Exchange (as reported by
Bloomberg) for the 3-trading day period
preceding the Invitation Date; or
(iv) such other value as may be agreed with
the Share Valuation Division of the
Inland Revenue on or before the
Invitation Date.
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The Market Value denoted in US$ will be converted
to pounds sterling using the Exchange Rate.
Maximum Bonus The Bonus which is payable at the earliest at the
end of a period of 7 years from the starting date
of the Savings Contract;
New York Stock Exchange The New York Stock Exchange or any successor body;
(NYSE)
Normal Retirement Date The age at which an employee is due to retire in
accordance with the terms of his contract of
employment;
Option A right to acquire Plan Shares at the Acquisition
Price granted to an Eligible Employee under the
provisions of this Plan and for the time being
subsisting;
Option Certificate The certificate in respect of a grant of an Option
which shall be issued to an Option-holder in
accordance with Rule 4(f);
Option-holder Any person who holds an Option, or (where the
context admits) his legal personal
representative(s);
Option Price The price per Plan Share determined by the
Committee being not less than the greater of:
(i) the nominal value of a Plan Share; and
(ii) 80 per cent of the Market Value of such a
Plan Share on the Invitation Date or on such
earlier date or dates (the "Valuation Date")
as may be agreed in writing with the Board
of Inland Revenue;
Option Rollover In relation to an Option, means a release by an
Option-holder with the consent of the Acquiring
Company of his rights ("old rights") under this
Plan in consideration of the grant to him of
rights ("new
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rights") which are equivalent to the old rights
but which relate to shares in:
(a) the Acquiring Company; or
(b) a company which has Control of the Acquiring
Company; or
(c) a company which either is, or has Control
of, a company which is a member of a
consortium within the meaning of paragraph
10(c) of Schedule 9
where the term "equivalent" shall be construed in
accordance with Rule 8(c);
this Plan The Tyco International Ltd. UK Savings-Related
Share Option Plan in its present form or as from
time to time amended in accordance with the
provisions hereof;
Plan Shares Fully paid common shares in the capital of the
Company or any shares representing the same which
satisfy the conditions specified in paragraphs 10
to 14 inclusive of Schedule 9;
Rolled-over The action of effecting an Option Rollover or its
completion;
the Rules The rules for the time being governing this Plan;
Savings Authority A building society or an institution authorised
under the Banking Act 1987 to whom the Committee
from time to time determines that contributions
are payable under the terms of a Savings Contract;
Savings Contract A contract under a certified contractual savings
scheme (within the meaning of section 326 of the
Act) which has been approved by the Committee for
the purposes of this Plan and by the Board of
Inland Revenue for the purposes of Schedule 9;
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Schedule 9 Schedule 9 to the Act;
Section 102 Notice In relation to the Company, means a notice served
by a person who has become entitled to serve such
a notice on the shareholders of the Company under
section 102 of the Companies Act;
Specified Age The age of 65 years;
Standard Bonus The Bonus payable under a 3-year or 5-year Savings
Contract or the earliest Bonus payable under a 5-
year Savings Contract as applicable;
Subsidiary A company which is a subsidiary of the Company
within the meaning of section 86 of the Companies
Act;
Takeover Offer In relation to the Company, means either:
(a) a general offer to acquire all of the common
shares in issue in the capital of the
Company which is made on a condition such
that if it is satisfied the person making
the offer will have Control of the Company;
or
(b) a general offer to acquire all the shares in
the Company of the same class as the Plan
Shares;
Valid Application An application made by an Eligible Employee on the
application form provided by the date specified in
an Invitation made in accordance with Rule 3(a)
as the latest date for applications in which the
monthly contribution specified is permitted by
Rule 4(a).
Construction
(b) Words or expressions used herein shall where appropriate:
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<PAGE>
(i) when denoting the masculine gender include the feminine and
vice versa;
(ii) when denoting the singular include the plural and vice
versa;
(iii) unless otherwise defined herein or the context otherwise
requires have the same meanings as in Schedule 9 as amended
from time to time;
(iv) when referring to any enactment be construed as a reference
to that enactment as for the time being consolidated,
amended, re-enacted or replaced and shall include any
regulations made thereunder; and
(v) be construed such that the headings and sub-headings are for
ease of reference only, and do not affect the interpretation
of any Rule.
(c) For the purposes of any application of the provisions of this Plan
following an Option Rollover, Rules 1, 2, 6, 8, 11(a), 11(c) and 11(d)
shall only in relation to the new rights be construed as if the
following terms have the meanings assigned to them in this Rule 1(c)
and not the meaning assigned to them in Rule 1(a):
"Committee" The Board of Directors of the company in respect
of whose shares new rights have been granted or a
duly authorised committee thereof;
"Company" The company in respect of whose shares new rights
have been granted;
"Plan Shares" Fully paid common shares in the capital of the
company for the time being over whose shares new
rights have been granted and which satisfy the
conditions specified in paragraphs 10 to 14
inclusive of Schedule 9.
(d) Where under any of the provisions of these Rules it is provided that
an Option shall lapse that Option shall cease to be exercisable
thereafter notwithstanding any other provision of these Rules.
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2. SHARE CAPITAL
Availability of authorised share capital and Plan Shares
(a) The Company shall at all times keep available sufficient authorised
and unissued Plan Shares or shall procure that sufficient Plan Shares
are available for transfer to satisfy the exercise to the full extent
still possible of all Options which have neither lapsed nor been fully
exercised taking account of any other obligations of the Company to
provide shares of the same class as Plan Shares.
Variation of share capital and adjustment of options
(b) In the event of any capitalisation issue or rights issue, rights offer
or any reduction, sub-division, consolidation or other variation of
the share capital of the Company, the number of Plan Shares comprised
in any Option and the Option Price may be adjusted by the Company
(including retrospective adjustments where appropriate) in such manner
as the Company considers to be in its opinion fair and reasonable
provided always that no adjustment shall have effect after the date of
adjustment for so long as the Plan is approved by the Board of Inland
Revenue, until the Board of Inland Revenue has approved the
adjustment. Except in the case of an Option over Plan Shares already
in issue, no adjustment shall be made which would cause the Option
Price to be less than the nominal value of that Plan Share. Notice of
any such adjustment shall be given to the Option-holders affected by
such adjustment by the Committee, who may call in Option certificates
for endorsement, cancellation or re-issue subsequent upon such
adjustment.
(c) Where an Option subsists over both issued and unissued Plan Shares,
the adjustment permitted by Rule 2(b) may only be made if the
reduction of the Option Price of both issued and unissued Plan Shares
may be made to the same extent.
3. APPLICATIONS FOR OPTIONS
(a) Subject to the restrictions hereinafter contained, the Committee may,
in its absolute discretion, from time to time, announce its intention
to issue Invitations to Eligible Employees to apply for the grant of
Options under the Plan. If the Committee announces its intention to
issue Invitations, it shall issue an Invitation to every person who is
an Eligible Employee in whatever manner is determined by the Committee
to be appropriate, provided that the following details are included:
(i) the maximum number of Plan Shares over which Options are to
be granted on the Date of Grant immediately following such
Invitation;
(ii) the Option Price;
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<PAGE>
(iii) the last date by which applications made pursuant to Rule
3(b) must be received (which shall be not earlier than 14
days nor later than 21 days after the Invitation Date); and
(iv) whether employees may enter into a 3 year Savings Contract
or a 5 year Savings Contract; and
(v) whether the repayment under the Savings Contracts linked to
those Options shall include any Bonus and, if so, whether in
the case of a 5 year Savings Contract, it may include the
Maximum Bonus or the Standard Bonus.
(b) Each person who in relation to a grant of an Option is an Eligible
Employee may, not later than the date specified in the Invitation
referred to in Rule 3(a) as the last date for receipt of applications,
apply for an Option in respect of any of the Plan Shares specified in
any such Invitation, by delivery of a Valid Application complying with
the requirements of this Rule to the secretary for the time being of
the Company, or as specified on the application form.
(c) Applications for Options shall be in writing in such form as the
Committee may from time to time prescribe.
4 GRANT OF OPTIONS
Contributions under the savings contract
(a) The monthly contribution payable by a participant under a Savings
Contract shall be in multiples of (Pounds)1 and shall not:
(i) be less than (Pounds)5 or such other minimum amount as may
for the time being be permitted under the terms of the
Savings Contract; nor
(ii) when aggregated with the monthly contributions being paid
under any other savings contract(s), certified pursuant to
section 326 of the Act, entered into by that Eligible
Employee in connection with the grant of any option under a
savings-related share option plan approved by the Board of
the Inland Revenue under Schedule 9, exceed (Pounds)250 or
such maximum amount determined by the Committee and from
time to time permitted under Schedule 9.
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<PAGE>
Timing of grant
(b) No Option shall be granted to any Eligible Employee if such grant
shall be prohibited under the legislation from time to time in force
governing the approval of savings-related share option plans involving
a certified contractual savings scheme.
Grant of options
(c) The grant of an Option shall be conditional upon the Eligible Employee
having submitted to the Committee (or such other party as the
Committee in its discretion shall direct) a Valid Application, prior
to the grant of that Option, for entry into a Savings Contract. In
making his application the Eligible Employee shall state inter alia
the monthly contribution which he would like to make under the Savings
Contract and, if he may elect for a 3 year or a 5 year Savings
Contract, his election in that respect, and if he has elected for a 5
year Savings Contract whether he elects for the repayment under the
Savings Contract to be taken as including the Standard Bonus or the
Maximum Bonus (if so permitted pursuant to Rule 3(a)). Each such
application shall be deemed to be in respect of the largest whole
number of Plan Shares which can be purchased with the expected
repayment (including the Standard Bonus or Maximum Bonus applied for
if this is to be included in accordance with Rule 3(a)(v)) under the
Savings Contract at the Bonus Date.
(d) As soon as possible after the final date for the receipt of
applications in relation to each grant of Options and within 30 days
of the earliest of the dates on which the Market Value was taken for
the purposes of determining the Option Price, the Company shall,
subject to Rule 4(f), grant to each Eligible Employee who has
submitted a Valid Application an Option in respect of the whole number
of Plan Shares for which he is deemed to have applied in accordance
with Rule 3(c).
(e) If the Committee receives Valid Applications such that on the grant of
all the Options applied for the maximum number of Shares determined by
the Committee pursuant to Rule 3(a)(i) would be exceeded, then subject
to the provisions of Rule 4(a)(i) the following steps or such other
arrangements approved in advance by the Inland Revenue shall be
carried out in the following order to the extent necessary to
eliminate the excess:
(i) if the Maximum Bonus is included, then only the Standard
Bonus shall be taken to be included;
(ii) the excess over (Pounds)50, or such greater or lesser amount
as the Committee may decide, of the monthly savings
contribution chosen by each applicant shall be reduced pro
rata to the extent necessary;
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<PAGE>
(iii) the excess over (Pounds)5 of the monthly savings
contribution chosen by each applicant shall be reduced
pro-rata to the extent necessary;
(iv) if the Standard Bonus is included or is taken to be included
then no Bonus shall be taken to be included;
(v) applications will be selected by lot, each based on a
monthly savings contribution of (Pounds)5 and the exclusion
of any Bonus in the repayment under the Savings Contract.
As soon as possible after the final date for the receipt of
applications in relation to each grant of Options and within 42 days
of the earliest of the dates on which the Market Value was taken for
the purposes of determining the Option Price, the Company shall grant
to each Eligible Employee who has submitted a Valid Application, or
where appropriate to those Eligible Employees selected by lot pursuant
to this Rule 4(e), an Option in respect of the number of Plan Shares
for which he is deemed to have applied scaled down proportionately to
the reduction made in his monthly contributions pursuant to this Rule
4(e).
Option certificates
(f) Subject to the Eligible Employee entering into a Savings Contract, as
soon as possible after the Date of Grant each Eligible Employee shall
be issued an Option Certificate in respect of his Option, specifying
the Date of Grant, the number of Plan Shares subject to the Option,
the Option Price and the Acquisition Price.
Options only to be granted to employees and directors
(g) No Option shall be granted to any person who is no longer a director
or employee of a Group Company on the date Options are granted under
this Rule 4.
Life of the Plan
(h) No Option may be granted more than ten years after the Adoption Date.
5 NON-TRANSFERABILITY OF OPTIONS
Save as provided in Rule 6(b) no Option nor any right thereunder shall be
capable of being transferred, assigned, charged or otherwise disposed of. Any
such purported transfer, assignment, charge or disposal shall result in the
cancellation of the Option.
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<PAGE>
6 RIGHTS TO EXERCISE OPTIONS
General
(a) (i) Save as provided in Rules 6(b), 6(c), 6(e), 6(g) and 8,
an Option may be exercised only during the period commencing
with the Bonus Date under the relevant Savings Contract; and
(ii) save as provided in Rule 6(b), an Option shall not be
exercisable later than six months after such Bonus Date.
Death
(b) If an Option-holder dies, future savings contributions cease, but any
outstanding Option may be exercised by his legal personal
representatives, but only:
(i) within 12 months after the date of his death if such death
occurs before the Bonus Date; or
(ii) within 12 months after the Bonus Date in the event of his
death within six months after such Bonus Date. Cessation of
employment in special circumstances
(c) If an Option-holder shall cease to be employed within the Group by
reason:
(i) of injury or disability (evidenced to the satisfaction of
the Committee) or redundancy within the meaning of the
Employment Rights Act 1996; or
(ii) of retirement on reaching the Specified Age or his Normal
Retirement Date; or
(iii) that his office or employment is in a company of which the
Company ceases to have Control; or
(iv) that his office or employment relates to a business or part
of a business which is transferred to a person who is not a
company of which the Company has Control
he may exercise all or any of his Options in whole or in part during
the period ending six months after the date of such cessation (at the
end of which period his Options will lapse to the extent unexercised).
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<PAGE>
(d) No person shall be treated for the purposes of Rule 6(c) and 6(g) as
ceasing to hold the office or employment by virtue of which he is an
Eligible Employee until he ceases to hold any office or employment in
the Company or any Associated Company over which the Company has
Control.
Reaching Specified Age
(e) If at the date of reaching the Specified Age an Option-holder does not
retire he may exercise his Option within the period of six months
commencing with that date. Employee transferred to other member of the
Group
(f) An Option-holder who is employed on the Bonus Date by an Associated
Company of a Group Company or by a company of which the Company has
Control may exercise his Option within the period of six months
commencing with the Bonus Date.
Cessation of employment in other circumstances
(g) If an Option-holder shall cease to hold the office or employment by
virtue of which he is an Eligible Employee more than three years after
the Date of Grant of an Option other than by reason of misconduct,
such Option may be exercised within six months after the date of such
cessation at the end of which period his Options will lapse to the
extent unexercised.
Termination of savings contract
(h) If an Option-holder gives, or under the terms of the Savings Contract
has or is deemed to have given, notice to the relevant Savings
Authority that he intends to stop paying contributions under his
Savings Contract then, unless the relevant Option is then exercisable
under this Rule 6, it shall thereupon lapse.
Bankruptcy
(i) If the Option-holder is adjudicated bankrupt, his Option shall
thereupon lapse.
Conditions to be satisfied at time of exercise
(j) No Option may be exercised by an Option-holder, or by the legal
personal representatives of an Option-holder who is (or at the date of
his death was):
(i) not a director or employee of the Company, or a Group
Company unless the Option is to be exercised pursuant to
Rules 6(b), 6(c) 6(f) and 6(g); or
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<PAGE>
(ii) precluded from such exercise by paragraph 8 of Schedule 9.
Exercise to be limited to repayment proceeds
(k) If an Option becomes exercisable under any provision of this Plan then
the maximum number of Plan Shares over which it shall be exercisable
shall be limited to the largest whole number of Plan Shares that may
be acquired at the Option Price out of the repayment including any
interest or Bonus received under the relevant Savings Contract. For
these purposes the repayment under the Savings Contract shall exclude
the repayment of any contribution the due date for payment of which
falls more than one month after the date on which repayment is made.
7 LOSS OF OFFICE OR EMPLOYMENT
(a) The grant of an Option does not form part of the Option-holder's
entitlement to remuneration or benefits pursuant to his contract of
employment nor does the existence of a contract of employment between
an Eligible Employee and any company give such Eligible Employee any
right or entitlement to have an Option granted to him in respect of
any number of Plan Shares or any expectation that an Option might be
granted to him whether subject to any conditions or at all.
(b) The rights and obligations of an Option-holder under the terms and
conditions of his office or employment shall not be affected by his
participation in the Plan or any right he may have to participate in
the Plan.
(c) An individual who participates in the Plan waives all and any rights
to compensation or damages in consequence of the termination of his
office or employment with any company for any reason whatsoever in so
far as those rights arise, or may arise, from his ceasing to have
rights under or be entitled to exercise any Option under the Plan as a
result of such termination or from the loss or diminution of value of
such rights or entitlements. By participating in this Plan the
Option-holder agrees that, if necessary, his terms of employment shall
be varied accordingly.
8 TAKEOVERS, RECONSTRUCTION, AMALGAMATION & LIQUIDATION
Change in control of the company - acquiring company
(a) If after the Adoption Date and subject to Rules 8(f) to 8(j), any
company has become an Acquiring Company the Committee shall as soon as
practicable thereafter notify every Option-holder accordingly, and
each Option-holder may within the Appropriate Period:
19
<PAGE>
(i) exercise all or any of his Options to the extent of the
repayment due under the relevant Savings Contracts; or
(ii) to the extent that an Option is not or has not been
exercised, execute, with the consent of the Acquiring
Company, an Option Rollover by a notice in writing in a form
prescribed by the directors of the Acquiring Company.
(b) To the extent that any Option which has become exercisable and/or
capable of being Rolled-over pursuant to Rule 8(a)(i) or 8(a)(ii) has
not been exercised and/or Rolled-over at the expiry of the Appropriate
Period it shall to the extent unexercised lapse.
(c) For the purposes of an Option Rollover the new rights shall only be
regarded as equivalent to the old rights if:
(i) the shares to which they relate satisfy the conditions of
paragraph 10 to 14 of Schedule 9; and
(ii) the new rights are exercisable in the same manner as the old
rights and subject to the provisions of this Plan as it had
effect immediately before an Option Rollover; and
(iii) the total market value of the Plan Shares subject to an
Option which is being Rolled-over is equal immediately
before such Option Rollover to the total market value (in
each case determined in accordance with Part VIII of the
Taxation of Chargeable Gains Act 1992) of the shares in
respect of which an Option-holder's new rights are being
granted immediately after such Option Rollover; and
(iv) the total amount payable in respect of the exercise in full
of an Option following an Option Rollover is equal to the
total Acquisition Price immediately preceding such Option
Rollover.
(d) For the purposes of any application of the provisions of this Plan,
following an Option Rollover any new rights granted pursuant to Rule
8(a) shall be regarded as having been granted at the time the
corresponding old rights were granted. With effect from the Option
Rollover, the new rights shall be subject to the provisions of the
Plan as it had effect in relation to Options which have been released.
Change in control of the company - acquiring person
(e) If after the Adoption Date, a person becomes an Acquiring Person and
subject to Rules 8(f) to 8(j) the Committee shall, as soon as
practicable thereafter, notify every Option-
20
<PAGE>
holder accordingly and each Option-holder may within the Appropriate
Period exercise his Options to the extent of the repayment due under
the relevant Savings Contracts (but in the case of a Compromise
subject to Rules 8(f) to 8(j)) and any Option which has become
exercisable pursuant to this Rule 8(e) and has not been exercised at
the expiry of the Appropriate Period shall to the extent unexercised
lapse.
Change in control of the company - additional provisions for compromises
(f) Where a Compromise is proposed between the Company and its members:
(i) Options which prior to the date of any general meeting of
the members ordered by the court have become exercisable
pursuant to the Rules of this Plan excluding Rule 8(g)
shall, subject to Rules 8(h) to 8(j) remain exercisable and
may be exercised in accordance with Rule 8(a) or (e) or at
the election of the Option-holder be exercised on the basis
set out in Rule 8(g); and
(ii) Rule 8(g) shall apply to any Option not falling within Rule
8(f)(i).
(g) Options to which this Rule 8(g) applies shall become exercisable from
the date of the meeting of the members ordered by the court on terms
that exercise is conditional on the court sanctioning the Compromise
and where exercise is permitted under this Rule 8(g):
(i) notice of exercise shall be in such form as may be
prescribed by the Committee; and
(ii) notwithstanding any other provision in this Plan, the date
of exercise of all Options exercised conditionally pursuant
to this Rule 8(g) shall be the date on which the court
sanctions the Compromise.
(h) Notwithstanding any other Rule in this Plan, unless the Committee
determines otherwise, no notice of exercise of an Option shall be
effective if received on or after the day on which it is anticipated
that the court will sanction the Compromise.
(i) If after six months from the date of the meeting ordered by the court
to consider the Compromise referred to in Rule 8(f) the court has not
sanctioned the Compromise, the conditional exercise of Options under
Rule 8(g) shall be of no effect and Rules 8(f) and 8(h) shall cease to
apply in relation to that Compromise.
(j) Upon the Compromise becoming effective, any Options, to the extent
unexercised, shall lapse.
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Plan Shares ceasing to satisfy paragraphs 10 to 14 of Schedule 9
(k) If a resolution is proposed or an action taken as a result of which
Plan Shares will cease to satisfy the requirements of any of
paragraphs 10 to 14 of Schedule 9, then, unless the Committee
determines that all Options may be exercised in such manner as it may
determine at such time as it may specify but in any event before the
date on which Plan Shares will cease to satisfy the requirements of
paragraphs 10 to 14 of Schedule 9, the Committee will be deemed to
have notified the Board of Inland Revenue that the Plan no longer
satisfies the requirements for approval and that from then on the Plan
shall continue in force as an unapproved plan. From the date of such
resolution being passed or such action being taken the definition of
Plan Shares in Rule 1(a) shall be taken to have been amended to
exclude the words "which satisfy the conditions specified in
paragraphs 10 to 14 inclusive of Schedule 9" and requirements
throughout the Plan to obtain the approval of the Board of Inland
Revenue shall no longer have effect. The Committee shall notify
Option-holders in writing that Options may be exercised or that the
status of the Plan will be changed and shall send a copy of that
notification to the Board of Inland Revenue.
Liquidation
(l) If notice is duly given of a general meeting at which a resolution
will be proposed for the voluntary winding-up of the Company, except
for the purposes of reconstruction or amalgamation, an Option shall be
exercisable in whole or in part at any time thereafter until the
resolution is duly passed or defeated or the general meeting concluded
or adjourned sine die, whichever shall first occur. If such a
resolution is passed, the Option shall, to the extent unexercised,
thereupon lapse and if such a resolution is defeated the relevant
Option shall, to the extent unexercised, thereupon continue to
subsist.
9 EXERCISE OF OPTIONS
Procedures on exercise
(a) Exercise of an Option, or of new rights under this Plan, shall be
effected by a notice in writing in a form prescribed from time to time
by the Committee lodged with the Secretary of the company or at its
office as appropriate or with the Company's duly appointed agent
specifying the number of Plan Shares in respect of which the Option is
being exercised and accompanied by evidence of the termination of the
related Savings Contract. The exercise of the Option will not take
place until a remittance for the Acquisition Price for the Plan Shares
concerned is received. Payment may be made by banker's draft or cheque
or telegraphic or other electronic transfer provided that if a cheque
is not cleared the Eligible Employee shall be deemed never to have
exercised his Option and neither the Company nor any other person will
be under any obligation to
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provide any Plan Shares for him. Notwithstanding anything to the
contrary therein contained such notice shall (other than in the
circumstances contained in the immediately preceding proviso and/or
Rule 8(g) above) take effect upon receipt of notice and payment in
full and such day shall, notwithstanding Rule 11(c) constitute for all
purposes the date of exercise of such Option and the Secretary of the
Company shall procure that the said shares are issued or transferred
within 28 days thereafter. The Option Certificate should also be
lodged but failure to do so will not invalidate the exercise of the
Option. The company will keep a suitable form of notice available, so
that an Option-holder desirous of exercising an Option may obtain
copies thereof from the Secretary of the Company.
(b) All transfers and all allotments of Plan Shares shall be subject to
any necessary consents of HM Treasury or other authorities in the
United Kingdom or elsewhere under enactment's or regulations for the
time being in force and it shall be the responsibility of the
Option-holder to comply with any requirements to be fulfilled in order
to obtain or obviate the necessity for any such consent.
Rights attaching to Plan Shares
(c) Plan Shares transferred pursuant to this Plan will be transferred
without the benefit of any rights attaching thereto by reference to a
record date preceding the date of exercise. Save as regards rights
attaching to Plan Shares by reference to a record date prior to the
date on which the Plan Shares are allotted and issued, Plan Shares
issued upon the exercise of Options shall be identical and rank pari
passu in all respects with shares of the same class then in issue.
10 PLAN AMENDMENTS AND TERMINATION
Amendments
(a) Notwithstanding the provisions of Rules 10(b) to 10(d) and 11(b), the
Committee may at any time make such alterations (including additions)
to the Rules as are necessary to secure that the Rules receive initial
approval from the Board of Inland Revenue under Schedule 9 and
continue to be so approved.
(b) Subject to Rules 10(c) and 10(d) the Committee may from time to time
at its absolute discretion, amend any of the Rules.
(c) No amendment waiver or replacement to or of this Plan (or any Rule)
shall be made to the extent to which it would have the effect of
abrogating or altering adversely any of the subsisting rights of
Option-holders except with such consent on their part as would be
required by the provisions of the Company's Bye-Laws if the Plan
Shares to be issued or transferred on the exercise of the Options
already granted and still subsisting were so
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issued or transferred and constituted a separate class of share
capital and if such provisions applied mutatis mutandis thereto.
(d) So long as this Plan remains approved under Schedule 9 no amendment to
this Plan shall take effect after the date of alteration until the
Board of Inland Revenue has approved the amendment or the Committee is
deemed to have given the notification to the Inland Revenue described
in Rule 8(k). (e) The Committee shall have the power from time to time
to make or vary regulations for the administration of this Plan and to
amend the terms or impose further conditions on the grant and exercise
of Options to take account of overseas taxation, and securities or
exchange control laws provided always that such regulations, terms and
conditions shall not be inconsistent with the provisions of this Plan
and shall not cause any of the provisions of Schedule 9 relevant to
this Plan to cease to be satisfied.
Termination
(f) Notwithstanding the provision contained in Rule 4(h), the Board of
Directors or the Committee may at any time resolve that no further
Options be granted under this Plan, and in such event no further
Options will be granted but in all other respects the provisions of
this Plan shall remain in full force and effect.
11 ADMINISTRATION
Notice and documents
(a) Option-holders not otherwise entitled thereto may be sent copies of
all relevant notices and other documents sent by the Company to its
ordinary shareholders generally.
(b) Written notices of any amendment made in accordance with Rule 10 shall
be given to those Option-holders affected by such amendment.
(c) Any notice or other document required to be given hereunder to any
Option- holder shall be delivered to him or sent by First Class
pre-paid post to him at his home address according to the records of
the Company or such other address as may appear to the Company to be
appropriate. Any notice or other document required to be given to the
Company shall be delivered to it or sent by First Class pre-paid post
to its registered office or such other address as may be determined by
the Company to be appropriate. Notices sent by post shall be deemed to
have been given on the fifth day following the date of posting.
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Disputes
(d) The decision of the Committee in any dispute or question relating to
any Option shall be final and conclusive subject to the terms of this
Plan.
Costs of the Plan
(e) The costs of introducing and administering this Plan shall be borne by
the Company.
Governing Law
(g) These Rules shall be governed by and construed in accordance with
Bermudan Law.
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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 October 21, 1999, on
our audits of the Consolidated Financial Statements and the Consolidated
Financial Statement Schedule of Tyco International Ltd., as of September 30,
1999 and 1998 and for the years ended September 30, 1999 and 1998 and the nine
months ended September 30, 1997, which report is included in Tyco's Form 10-K
filed December 13, 1999.
/s/ PricewaterhouseCoopers
Hamilton, Bermuda
January 27, 2000
<PAGE>
EXHIBIT 23.2
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 statements of operations, changes in
stockholders' equity and cash flows of United States Surgical Corporation and
its subsidiaries for the nine month period ended September 30, 1997 and the
related financial statement schedule for the nine month period ended September
30, 1997), which report is included in Tyco International Ltd.'s Annual Report
on Form 10-K filed December 13, 1999.
/s/ Deloitte & Touche LLP
Stamford, Connecticut
January 27, 2000
<PAGE>
EXHIBIT 23.3
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 February 12, 1999 (except with respect to the matter
disclosed in Note 18--Merger with Tyco International Ltd., as to which the
date is April 2, 1999) on our audit of the consolidated balance sheet of AMP
Incorporated and subsidiaries as of September 30, 1998, and the related
consolidated statements of income, shareholders' equity and cash flows for the
year ended September 30, 1998 and the nine months ended September 30, 1997,
included in the Tyco International Ltd. Form 10-K filed December 13, 1999, and
to all references to our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
Philadelphia, Pennsylvania
January 27, 2000
