-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G4xJdJDKp7BT4NoX4hjZ7WS2OkjfaUqw6ot60mWTDH3oRpjV/EUkIUpMCpijDRMs rCzkCMvz342Usi9UMm3V0g== 0000950123-96-002539.txt : 19960520 0000950123-96-002539.hdr.sgml : 19960520 ACCESSION NUMBER: 0000950123-96-002539 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960517 EFFECTIVENESS DATE: 19960605 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADT LIMITED CENTRAL INDEX KEY: 0000833444 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-03975 FILM NUMBER: 96569302 BUSINESS ADDRESS: STREET 1: CEDAR HOUSE 41 CEDAR AVE CITY: HAMILTON HM 12 BERMU STATE: D0 BUSINESS PHONE: 8092952244 MAIL ADDRESS: STREET 1: 2255 GLADES RD STE 421A CITY: BOCA RATON STATE: FL ZIP: 334310835 S-8 1 FORM S-8, ADT LIMITED 1 REGISTRATION NO. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------ ADT LIMITED (Exact name of registrant as specified in charter) BERMUDA NONE (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) CEDAR HOUSE, 41 CEDAR AVENUE HAMILTON HM 12, BERMUDA* (Address of principal executive offices including zip code) ADT LIMITED 1993 LONG TERM INCENTIVE PLAN (AS AMENDED FEBRUARY 29, 1996) AND SENIOR EXECUTIVE SHARE OPTION PLAN OF ADT LIMITED (Full Title of Plan) STEPHEN J. RUZIKA C/O ADT, INC. ONE BOCA PLACE SUITE 421W BOCA RATON, FLORIDA 33431 (Name and address of agent for service) (407) 997-8406 (Telephone number, including area code, of agent for service) ----------------- 2 CALCULATION OF REGISTRATION FEE
Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount of to be to be price per offering Registration registered registered share(a) price(a) Fee Common Shares of $0.10 each ............ 18.776,668 $261,280,025 $90,096.56
(a) Estimated solely for the purpose of calculating the amount of the registration fee, in accordance with Rule 457(h) under the Securities Act of 1933. With regard to the 3,693,335 options to purchase Common Shares (the "Options"), which Options are currently authorized but not yet issued under the ADT Limited 1993 Long-Term Incentive Plan (as amended February 29, 1996) (the "1993 Plan"), computed as of May 10, 1996 pursuant to Rule 457(c) under the Securities Act of 1933 (the "Securities Act") on the basis of the average of the high and low sales price for the Common Shares as reported on the New York Stock Exchange; with regard to the 2,000,000 Options currently outstanding under the Senior Executive Share Option Plan of ADT Limited, computed pursuant to Rule 457(h)(1) under the Securities Act on the basis of 500,000 Options exercisable at $9.000 per Common Share and 1,500,000 Options exercisable at $11.688 per Common Share; and with regard to the 13,083,333 Options currently outstanding under the 1993 Plan, computed pursuant to Rule 457(h)91) under the Securities Act on the basis of 812,500 Options exercisable at $8.000 per Common Share, 225,000 Options exercisable a $8.625 per Common Share, 406,250 Options exercisable at 8.800 per Common Share, 732,500 Options exercisable at 9.000 per Common Share, 406,250 Options exercisable at 9.600 per Common Share, 343,750 Options exercisable at 9.900 per Common Share, 343,750 Options exercisable at 10.800 per Common Share, 480,000 Options exercisable at 11.625 per Common Share, 500,000 Options exercisable at 11.688 per Common Share, 250,000 Options exercisable at 12.856 per Common Share, 250,000 Options exercisable at 14.025 per Common Share and 8,333,333 Options exercisable at 15.000 per Common Share. - ---------------------------- * The registered and principal executive offices of ADT Limited are located at Cedar House, 41 Cedar Avenue, Hamilton HM12, Bermuda. The executive offices of the subsidiary which supervises the Company's North American activities are located in the United States at One Boca Place, 2255 Glades Road, Suite 421A, Boca Raton, Florida 33431. The telephone number there is 407-997-8406. 3 PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed with the Securities and Exchange Commission are incorporated in this registration statement by reference: (a) The Annual Report for the year ended December 31, 1995 on Form 10-K of ADT Limited ("ADT") filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which contains audited consolidated financial statements with respect to ADT's fiscal year ended December 31, 1995. (b) All other reports filed by ADT pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 1995. (c) ADT's registration statement on Form S-3 filed pursuant to Section 12(g) of the Exchange Act, which contains a description of ADT's Common Shares, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by ADT pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES Not Applicable ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL John D. Campbell, Secretary of ADT, is also a member of the law firm of Appleby Spurling & Kempe which will be rendering an opinion as to the legality of the securities being registered. ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS Section 103 of the Bye-Laws of ADT provides, in part, that ADT shall indemnify its directors and officers for all costs, losses and expenses which they may incur in the performance of their duties as director or officer, provided that such indemnification is not otherwise prohibited under The Companies Act 1981 (as amended) of Bermuda. Section 98 of The Companies Act 1981 (as amended) prohibits such indemnification against any liability arising out of the willful negligence, willful default, fraud or dishonesty of the director or officer. However, such section permits ADT to indemnify a director or officer against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favor or in which he is acquitted or when other similar relief is granted to him. ADT maintains liability insurance covering its directors and officers and those of its subsidiaries. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED 1 4 Not Applicable ITEM 8. EXHIBITS The exhibits described in the Exhibit Index hereto are filed with this registration statement. ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange of Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant, the registrant has been advised that in the opinion of the 2 5 Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. 3 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on the 16th day of May, 1996. ADT LIMITED By:/s/ Stephen J. Ruzika --------------------- Stephen J. Ruzika Executive Vice President POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person executing this registration statement constitutes and appoints Michael A. Ashcroft and Stephen J. Ruzika, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof. 4 7 Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
SIGNATURES TITLE DATE ---------- ----- ---- Chairman, Chief Executive Officer and a Director May 16, 1996 /s/ Michael A. Ashcroft - ----------------------- Michael A. Ashcroft Executive Vice President, Chief /s/ Stephen J. Ruzika Financial Officer and a Director May 16, 1996 - --------------------- Stephen J. Ruzika Director May __, 1996 - ------------------------ John E. Danneberg /s/ Alan B. Henderson Director May 16, 1996 - --------------------- Alan B. Henderson /s/ James S. Pasman, Jr. Director May 16, 1996 - ------------------------ James S. Pasman, Jr. /s/ W. Peter Slusser Director May 16, 1996 - -------------------- W. Peter Slusser /s/ William W. Stinson Director May 16, 1996 - ---------------------- William W. Stinson
5 8 /s/ Raymond S. Troubh Director May 16, 1996 - --------------------- Raymond S. Troubh
6 9 AUTHORIZED REPRESENTATIVE Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below on May 16, 1996 by the undersigned as the duly authorized representative of ADT Limited in the United States. ADT, INC. By: /s/ Stephen J. Ruzika --------------------- Name: Stephen J. Ruzika Title: President 7 10 EXHIBIT INDEX
EXHIBIT PAGE NO. - ------- -------- 4(a) - ADT Limited 1993 Long Term Incentive Plan (as amended February 29, 1996)...... 4(b) - Senior Executive Share Option Plan of ADT Limited............................. 5 - Opinion (and consent) of Messrs. Appleby Spurling & Kempe, counsel to ADT Limited, as to the legality of the securities registered.............................................. 23(a) - Consent of Coopers & Lybrand.................................................. 23(b) - Consent of Appleby Spurling & Kempe is included in their opinion referred to in Exhibit 5 above..............................
EX-4.A 2 ADT LIMITED 1993 LONG TERM INCENTIVE PLAN 1 ADT LIMITED 1993 LONG TERM INCENTIVE PLAN (AS AMENDED FEBRUARY 29, 1996) SECTION 1. Purpose The purposes of this ADT Limited 1993 Long Term Incentive Plan (the "Plan") are to promote the interest of ADT Limited (together with any successor thereto, the "Company") and its stockholders by (i) attracting and retaining officers or key employees of the Company and its Subsidiaries (ii) motivating such employees by means of performance-related incentives to achieve longer-range performance goals; and (iii) enabling such employees to participate in the long-term growth and financial success of the Company. SECTION 2. Definitions As used in the Plan, the following terms shall have the meanings set forth below: "Award" shall mean any Option, Stock Appreciation Right, Restricted Security, Performance Award, Dividend Equivalent, or other Stock-Based Award. "Award Agreement" shall mean any written agreement, contract or other instrument or document evidencing any Award, which may, but need not, be executed or acknowledged by a Participant. "Board" shall mean the Board of Directors of the Company. "Code" shall mean the U.S. Internal Revenue Code of 1986, as amended from time to time. "Committee" shall mean a committee of the Board designated by the Board to administer the Plan and composed of not less than the minimum number of persons from time to time required by Rule 16b-3 or any applicable law, each of whom, to the extent necessary to comply with Rule 16b-3 only; is a "disinterested person" within the meaning of Rule 16b-3. "Dividend Equivalent" shall mean any right granted under Section 6(a) of the Plan. "Employee" shall mean any officer or key employee of the Company or of any Subsidiary, as determined by the Committee. "Exchange Act" shall mean the U.S. Securities Exchange Act of 1934, as amended. 1 2 "Fair Market Value" shall mean, (A) with respect to any property other than the Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee and (B) with respect to the Shares, as of any date, (i) the last reported sales price regular way on the New York Stock Exchange or, if not reported for the New York Stock Exchange, on the Composite Tape, or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked quotations on the New York Stock Exchange; (ii) if the Shares are not listed on the New York Stock Exchange or no such quotations are available, the closing price of the Shares as reported by the National Market System, or similar organization, or if no such quotations are available, the average of the high bid and low asked quotations in the over-the-counter market as reported by the national Quotation Bureau Incorporated, or similar organization; or (iii) in the event that there shall be no public market for the Shares, the fair market value of the Shares as determined (which determination shall be conclusive) in good faith by the Committee, based upon the value of the Company as a going concern, as if such Shares were publicly owned stock, but without any discount with respect to minority ownership. "Incentive Stock Option" shall mean an option granted under Section 6(a) of the Plan that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto. "Non-Qualified Stock Option" shall mean an option granted under Section 6(a) of the Plan that is not intended to be an Incentive Stock Option. "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock Option. "Other Stock-Based Award" shall mean any right granted under Section 6(f) of the Plan. "Participant" shall mean any Employee granted an Award under the Plan. "Performance Award" shall mean any right granted under Section 6(d) of the Plan. "Person" shall mean any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, government of political subdivision thereof or other entity. "Rule 16b-3" shall mean Rule 16b-3 promulgated by the SEC under the Exchange Act or any successor rule or regulation thereto as in effect from time to time. "SEC" shall mean the U.S. Securities and Exchange Commission, or any successor thereto. "Shares" shall mean the common shares of the Company, U.S.$0.10 par value, and such other securities or property as may become subject to Awards pursuant to an adjustment made under Section 4(b) of the Plan. "Stock Appreciation Right" shall mean any right granted under Section 6(b) of the Plan. "Subsidiary" shall mean a subsidiary company as defined by Section 86 of the Companies Act 9181 of Bermuda (as amended). 2 3 SECTION 3. Administration The Plan shall be administered by the Committee. Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the plan, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to an eligible Employee; (iii) determine the number of Shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards or other property, or cancelled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, cancelled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, other property, and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (viii) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (ix) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive, and binding upon all Persons, including the Company, any Subsidiary, any Participant, any holder or beneficiary of any Award, any shareholder and any Employee. SECTION 4. Shares Available for Awards (a) Shares Available Subject to adjustment as provided in Section 4(b): (i) Calculation of Number Shares Available. The number of Shares with respect to which Awards may be granted under the Plan shall be 17,000,000. If, after the effective date of the Plan, any Award is forfeited, or any Award otherwise terminates or is cancelled without the delivery of Shares or of other consideration, then the Shares covered by such Award or to which such Award relates, or the number of Shares otherwise counted against the aggregate number of Shares with respect to which Awards may be granted, to the extent of any such forfeiture, termination or cancellation, shall again be, or shall become, Shares with respect to which Awards may be granted. (ii) Accounting for Awards 3 4 For purposes of this Section 4: (A) if an Award (other than a Dividend Equivalent) is related to or payable in Shares, the number of Shares covered by such Award, or to which such Award relates, shall be counted on the date of grant of such Award against the aggregate number of Shares with respect to which Awards may be granted under the Plan; and (B) Dividend Equivalents and Awards not related to or payable in Shares shall be counted against the aggregate number of Shares with respect to which Awards may be granted under the Plan in such amount and at such time as the Committee shall determine under procedures adopted by the Committee consistent with the purposes of the Plan; provided, that Awards that operate in tandem with (whether granted, simultaneously with or at a different time from), or that are substituted for, other Awards may be counted or not counted under procedures adopted by the Committee in order to avoid double counting. Subject to the requirements of applicable law, any Shares delivered by the Company, any Shares with respect to which Awards are made by the Company, or any Shares with respect to which the Company becomes obligated to make Awards, through the assumption of, or in substitution for, outstanding awards previously granted by an acquired company, shall not, except in the case of Shares with respect to which Awards are granted to Employees who are officers or directors of the Company for purposes of section 16 of the Exchange Act or any successor section thereto, be counted against the Shares available for Awards under the Plan. (iii) Sources of Shares Deliverable Under Awards Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or, to the extent permissible under applicable law, of Shares acquired by any Subsidiary or any other Person designated by the Company. (b) Adjustments In the event that the Committee determines that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, than the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or property) with respect to which Awards may be granted, (ii) the number and type of Shares (or other securities or property) subject to outstanding Awards, and (iii) the grant or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; provided, in each case, that with respect to Awards of Incentive Stock Options no such adjustment shall be authorized to the extent that such authority would case the Plan to violate Section 422(b)(1) of the Code or any successor provision thereto; and provided further, that the number 4 5 of Shares subject to any Award denominated in Shares shall always be a whole number. (c) Limitation No Participant shall be granted Awards for more than 8,000,000 Shares in 1996 or 3,000,000 Shares in any subsequent calendar year. SECTION 5 Eligibility Any Employee who is not a member of the Committee, including any officer or employee-director of the Company or any Subsidiary, shall be eligible to be designated a Participant. SECTION 6. Awards (a) Options Subject to the requirements of applicable law, the Committee is hereby authorized to grant to eligible Employees an option to purchase Shares (an "Option") which shall contain the following terms and conditions and such additional terms and conditions, which are not inconsistent with the provisions of the Plan, as the Committee shall determine: (i) Exercise Price The purchase price per Share under an Option shall be not less than the Fair Market Value of a Share at the date of the grant, except that if the Award requires the option to be paid for by the Employee, or if any discount from such Fair Market Value is expressly granted in lieu of a reasonable amount of salary or cash bonus, the Committee may fix such purchase price at not less than 85% of such Fair Market Value. (ii) Time and Method of Exercise The Committee shall determine the time or times at which an Option may be exercised in whole or in part, and the method or methods by which, and the form or forms (which may include, without limitation, cash, Shares, outstanding Awards, other securities or other property, or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price) in which, payment of the exercise price with respect thereto may be made or deemed to have been made. (iii) Incentive Stock Options 5 6 The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code, or any successor provision, and any regulations promulgated thereunder. (b) Stock Appreciation Rights Subject to the requirements of applicable law, the Committee is hereby authorized to grant to eligible Employees a "Stock Appreciation Right", which shall consist of a right to receive the excess of (i) the Fair Market Value of one Share on the date the right is exercised or, if the Committee shall so determine in the case of any such right other than one related to any Incentive Stock Option, at any time during a specified period before or after the date of exercise over (ii) the grant price (determined in the manner set forth below) of the right. A Stock Appreciation Right may be granted in tandem with an Option, in addition to an Option, or free standing and unrelated to an Option. (i) Grant Price The grant price of a Stock Appreciation Right shall be not less than the Fair Market Value of a Share at the date of the grant, except that if the Award requires the SAR to be paid for by the Employee, or if any discount from such Fair Market Value is expressly granted in lieu of a reasonable amount of salary or cash bonus, the Committee may fix such grant price at not less than 85% of such Fair Market Value. (ii) Other Terms and Conditions Subject to the terms of the plan and any applicable Award Agreement, the Committee shall determine, at or after the grant of a Stock Appreciation Right, the term, methods of exercise, methods of settlement, and any other terms and conditions of any Stock Appreciation Right. Any such determination by the Committee may be changed by the Committee from time to time and may govern the exercise of Stock Appreciation Rights granted or exercised prior to such determination as well as Stock Appreciation Rights granted or exercised thereafter. The Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it shall deem appropriate. (c) Performance Awards Subject to the requirements of applicable law, the Committee is hereby authorized to grant to eligible Employees a "Performance Award", which shall consist of a right, (i) denominated or payable in cash, Shares, other securities or other property (including, without limitation, Restricted Securities), and (ii) which shall confer on the holder thereof rights valued as determined by the Committee and payable to, or exercisable by, such holder, in whole or in part, upon the achievement of such performance goals during such performance periods as the Committee shall establish. (i) Terms and Conditions 6 7 Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine the performance goals to be achieved during any performance period, the length of any performance period, the amount of any Performance Award and the amount of any payment or transfer to be made pursuant to any Performance Award. (ii) Payment of Performance Awards Performance Awards may be paid in a lump sum or in installments following the close of the performance period or, in accordance with procedures established by the Committee, on a deferred basis. (d) Dividend Equivalents Subject to the requirements of applicable law, the Committee is hereby authorized to grant to eligible Employees a "Dividend Equivalent", which shall consist of a right pursuant to which any such eligible Employee shall be entitled to receive payments equivalent to dividends with respect to a number of Shares determined by the Committee, and the Committee may provide that such amounts (if any) shall be deemed to have been reinvested in additional Shares or otherwise reinvested. Subject to the terms of the Plan and any applicable Award Agreement, such Awards may have such terms and conditions as the Committee shall determine. (e) Other Stock-Based Awards Subject to the requirements of applicable law, the Committee is hereby authorized to grant to eligible Employees an "Other Stock-Based Award", which shall consist of a right (i) which is other than an Award or right described in Section 6(a), (b), (c), (d), or (e) above and (ii) which is denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares), as are deemed by the Committee to be consistent with the purposes of the Plan; provided, that any such rights must comply, to the extent deemed desirable by the Committee, with rule 16b-3. Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine the terms and conditions of any such Other Stock- Based Award. (f) General (i) Awards May Be Granted Separately or Together Awards may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution for any other Award granted under the Plan or any award granted under any other plan of the Company or any Subsidiary. Awards granted in addition to or in tandem with other Awards or awards granted under any other plan of the Company or any Subsidiary may be granted either at the same time as or at a different time from the grant of such other Awards or awards. 7 8 (ii) Forms of Payment by Company Under Awards Subject to the terms of the Plan and of any applicable Award Agreement and the requirements of applicable law, payments or transfers to be made by the Company or a Subsidiary upon the grant, exercise or payment of an Award may be made in such form or forms as the Committee shall determine, including, without limitation, cash, Shares, other securities, other Awards or other property, or any combination thereof, and may be made in a single payment or transfer, in installments, or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of Dividend Equivalents in respect of installment or deferred payments denominated in Shares. (iii) Limits on Transfer of Awards (A) Each Award, and each right under any Award, shall be exercisable only by the Participant during the Participant's lifetime, or, if permissible under applicable law, by the Participant's guardian or legal representative or by a transferee receiving such Award pursuant to a qualified domestic relations order (a "QDRO") as defined in the Code or Title I of the U.S. Employee Retirement Income Security Act of 1974 ("ERISA"), or the rules thereunder. (B) No Award (prior to the time, if applicable, such Award becomes Released Securities), and no right under any such Award, may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant otherwise than by will or by the laws of descent and distribution (or, in the case of Restricted Securities, to the Company) or pursuant to a QDRO and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Subsidiary provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance. (iv) Terms of Awards The term of each Award shall be for such period as may be determined by the Committee; provided, that in no event shall the term of any Incentive Stock Option exceed a period of ten years from the date of its grant. (v) Rule 16b-3 Six-Month Limitations To the extent required in order to comply with Rule 16b-3 only, any equity security offered pursuant to the Plan must be held for at least six months after the date of grant, and with respect to any derivative security issued pursuant to the Plan at least six months must elapse from the date of acquisition of such derivative security to the date of disposition (other than upon exercise or conversion) of the derivative security or its underlying equity security after the grant thereof. 8 9 Terms used in the preceding sentence shall, for the purposes of such sentence only, have the meanings, if any, assigned or attributed to them under Rule 16b-3. (vi) Share Certificates All certificates for Shares or other securities of the Company or any Subsidiary delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the U.S. Securities and Exchange Commission, any stock exchange upon which such Shares or other securities are then listed, and any applicable laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. Notwithstanding the foregoing, no action shall be taken by the Committee which would, under the laws of Bermuda, cause a separate class of securities other than Shares to be created and the Committee shall consult with appropriate legal counsel in this regard. (vii) Consideration for Grants Awards, may be granted for no cash consideration, for such nominal cash consideration as may be required by applicable law or for such greater amount as may be established by the Committee. (viii) Delivery of Shares or Other Securities and Payment by Participant' of Consideration No Shares or other securities shall be delivered pursuant to any Award until payment in full of any amount required to be paid pursuant to the Plan or the applicable Award Agreement is received by the Company. Such payment may be made by such method or methods and in such form or forms as the Committee shall determine, including, without limitation, cash, Shares, other securities, other Awards or other property, or any combination thereof; provided that the combined value, as determined by the Committee, of all cash and cash equivalent and the Fair Market Value of any such Shares or other property so tendered to the Company, as of the date of such tender, is at least equal to the full amount required to be paid pursuant to the Plan or the applicable Award Agreement to the Company. SECTION 7. Amendment and Termination. Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan: (a) Amendments to the Plan The Board may amend, alter, suspend, discontinue, or terminate the Plan without the consent of any shareholder, Participant, other holder or beneficiary of an Award, or other Person; Provided that any such 9 10 amendment, alteration, suspension, discontinuation, or termination that would impair the rights of any Participant, or any other holder or beneficiary of any Award theretofore granted, shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary and provided further, that notwithstanding any other provision of the Plan or any Award Agreement, without the approval of the shareholders of the Company no such amendment, alteration, suspension, discontinuation, or termination shall be made that would: (i) increase the total number of Shares available for Awards under the Plan, except as provided in Section 4 of the Plan; or (ii) otherwise cause the Plan to cease to comply with any applicable law or regulatory requirement, including for these purposes any approval or other requirement which is a prerequisite for exemptive relief from Section 16(b) of the Exchange Act. (b) Amendments to Awards The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted, prospectively or retroactively, without the consent of any relevant Participant or holder or beneficiary of an Award provided that, subject to the Committee's right to adjust Awards pursuant to Section 7(c) and (d), any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would impair the rights of any Participant, or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary. (c) Adjustments of Awards Upon Certain Acquisitions In the event the Company or any Subsidiary shall assume outstanding employee awards or the right or obligation to make future employee awards in connection with the acquisition of another business or another corporation or business entity, the Committee may make such adjustments, not inconsistent with the terms of the Plan, in the terms of Awards as it shall deem appropriate in order to achieve reasonable comparability, or other equitable relationship between the assumed awards and the Awards as so adjusted. (d) Adjustment of Awards Upon the occurrence of Certain Unusual or Nonrecurring Events The Committee is hereby authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4(b) hereof) affecting the Company, any Subsidiary, or the financial statements of the Company or any Subsidiary, or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. SECTION 8. 10 11 Change in Control (a) In addition to the Committee's authority set forth in Section 7 (d), in order to maintain the Participants' rights in the event of any Change in Control, as hereinafter defined, the Committee, as constituted before such Change in Control, is hereby authorized, and has sole discretion, as to any Award, either at the time such Award is made hereunder or any time thereafter, to take any one or more of the following actions: (i) provide for the acceleration of any time periods relating to the exercise or realization of such Award so that such Award may be exercised or realized in full on or before a date fixed by the Committee; (ii) provide for the purchase of any such Award, upon the Participant's request, for an amount of cash equal to the amount that could have been attained upon the exercise of such Award or realization of the Participant's rights had such Award been currently exercisable or payable; (iii) make such adjustment to any such Award then outstanding as the Committee deems appropriate to reflect such Change in Control; or (iv) cause any such Award then outstanding to be assumed, or new rights substituted therefor, by the acquiring or surviving corporation after such Change in Control. The Committee may, in its discretion, include such further provisions and limitations in any Award Agreement as it may deem equitable and in the best interests of the Company. (b) A "Change in Control,, shall mean a "Change in Control" as defined under the indenture dated as of July 28, 1993 among ADT Operations, Inc., an indirect wholly owned subsidiary of the Company, as issuer, and the Company, as guarantor, and NationsBank of Georgia, National Association as trustee in connection with the offering of US $350,000,000 9 1/4% Senior Subordinated Notes due 2003. SECTION 9. General Provisions (a) No Rights to Awards No Employee, Participant or other Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Employees, Participants, or holders or beneficiaries of Awards. The terms and conditions of Awards need not be the same with respect to each recipient. (b) Delegation Subject to the terms of the Plan and applicable law, the Committee may delegate to one or more officers or managers of the Company or any Subsidiary, or to a committee of such officers or managers, the authority, subject to such terms and limitations as the Committee shall determine, to grant Awards to, or to cancel, modify or waive rights with respect to, or to alter, discontinue, suspend, or terminate Awards held by, Employees who are not officers or directors of the Company for purposes of Section 16 of the Exchange Act, or any successor section thereto, or who are otherwise not subject to such Section. (c) Withholding 11 12 The Company or any Subsidiary is hereby authorized to withhold from any Award, from any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other securities, other Awards or other property) of any applicable withholding taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. (d) No Limit on Other Compensation Arrangements Nothing contained in the Plan shall prevent the Company or any Subsidiary from adopting or continuing in effect other compensation arrangements (subject to shareholder approval if such approval is required), and such arrangements may be either generally applicable or applicable only in specific cases. (e) No Right to Employment The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of the Company or any Subsidiary. Further, the Company or a Subsidiary may at any time dismiss a Participant from employment, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement. (f) Governing Law The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of Bermuda. In addition, the Committee may amend the terms of the Plan and any Awards or Award Agreements in order to comply with the laws of Bermuda or the laws of any other applicable jurisdiction. (g) Severability If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect. (h) Additional Powers The Committee may refuse to issue or transfer any Shares or other consideration under an Award if, acting in its sole discretion, it determines that the issuance or transfer of such Shares or such other consideration might violate any applicable law or regulation or entitle the Company to recover the same under Section 16(b) of the Exchange Act, and any payment tendered to the Company by a Participant, other holder or beneficiary in connection with the exercise of such Award shall be promptly refunded to 12 13 the relevant Participant, holder or beneficiary. (i) No Trust or Fund Created Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Subsidiary and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Subsidiary pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Subsidiary. (j) No Fractional Shares No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional Shares or whether such fractional Shares or any rights thereto shall be cancelled, terminated, or otherwise eliminated. (k) Headings Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. SECTION 10. Effective Date of the Plan The Plan shall be effective as of the date of its approval by the shareholders of the Company. SECTION 11. Term of the Plan No Award shall be granted under the Plan after June 30, 2003. However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may, and the authority of the Board or the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under any such Award, shall extend beyond such date. 13 EX-4.B 3 SENIOR EXECUTIVE SHARE OPTION PLAN OF ADT LTD. 1 ADT LIMITED RULES OF SENIOR EXECUTIVE SHARE OPTION PLAN (adopted at a special general meeting of the company held on October 4 1990 and amended pursuant to a resolution passed at a special general meeting of the company on August 9 1991) Effective June 17 1991 1 2 ADT LIMITED SENIOR EXECUTIVE SHARE OPTION PLAN 1. DEFINITIONS In these Rules (a) the following words and expressions have the following meanings except where the context otherwise requires:- "Company" ADT Limited, a company incorporated in Bermuda; "Control" the meaning ascribed thereto in Section 840 of the Income and Corporation Taxes Act 1988 of the United Kingdom; "Date of Grant" the date on which the Directors grant an Option in accordance with the terms of Rule 4; "Directors" the Board of Directors for the time being of the Company or a duly constituted committee thereof; "Eligible Employee" any person holding Employment; "Employment" employment as an employee or director of, or employment under any other arrangement (such as a contract for services or a management services contract) whereby an individual's services are made available to a Participating Company or Companies; 2 3 "Financial Advisors" such independent financial advisors as the Directors may from time to time appoint for the purpose of the Plan, including, if the Directors so appoint, the auditors for the time being of the Company; "Group" (i) the Company, (ii) all Subsidiaries which are under the Control of the Company and, 3 4 (iii)any other company in which the Company has a direct or indirect interest which the Directors consider is held on a long term basis for the purpose of securing a contribution to the Company's activities by the exercise of any control or influence arising from that interest. "Issue or Reorganization" any capitalization issue, rights issue or other offer to the holders of Shares by way of rights or any consolidation, sub-division or reduction of capital by the Company, including a capitalization issue with cash option under Bye-Law 84A and a scrip dividend in lieu of cash under Bye-Law 84B of the Company's Bye-Laws; "Option" the right granted or to be granted to a Participant on any particular Date of Grant to subscribe for Shares in accordance with the Rules of the Plan; "Participant" any person who has been granted an Option which has not lapsed in accordance with the provisions of Rule 5(c) and includes where the context so admits, the legal personal representatives of any such person; "Participating Company" any company within the Group which the Directors from time to time determine shall 4 5 be a Participating Company for the purposes of the Scheme; "Plan" this plan, being the ADT Senior Executive Share Option Plan in its present form or with and subject to any amendment thereto effected in accordance with the Rules; "Retirement" cessation of Employment in circumstances which the Directors regard as retirement (whether at normal retirement age or at any other age); "Share" a common share of US$0.10 in the capital of the Company; "Subscription Price" the price for the subscription of a Share comprised in any Option which, subject to Rule 6, is the higher of: (i) the nominal value of a Share, and (ii) an amount equal to the fair market value of a Share on the day prior to the Date of Grant of the Option ascertained in accordance with published prices and usual practice on such investment exchange or other facility on which Shares are traded as appears appropriate to the Directors Provided that any Option granted within one month of the approval of the Plan by the Company in general meeting may be granted at a subscription price of US$2.60 per Share; "Subsidiary" a company which is for the time being a subsidiary of the Company and "subsidiary" shall be construed in accordance with the Companies Act, 1985 as amended by the Companies Act, 1989 of Great Britain; (b) Words importing the singular shall include the plural and vice versa and words importing the masculine shall include the feminine. 5 6 (c) Any reference to a statutory provision shall be deemed to include that provision as the same may from time to time hereafter be amended or re-enacted. 2. ELIGIBILITY No person shall be entitled as of right to participate in the Plan. Subject thereto, the Directors shall in their absolute discretion, subject to the Rules, decide from time to time which Eligible Employee or Employees shall have the opportunity to participate and the extent of the participation. 3. LIMITS ON NUMBER OF SCHEME SHARES The total number of Shares in respect of which Options may be granted under the Plan is 3,000,000 (ignoring Shares comprised in Options which are no longer capable of exercise without having been exercised). In the event of an Issue or Reorganization such number of Shares shall be adjusted for the purpose of the aforesaid limits in such manner as the Directors shall consider to be appropriate provided that the adjustment shall not have effect unless the Financial Advisors shall certify in writing that such adjustment is in their opinion fair and reasonable. 4. GRANT OF OPTIONS (a) The Directors may adopt such procedure as they think appropriate for the grant of Options. Options will normally only be granted within 42 days of the announcement of the Company's results for any financial period, but may be granted at other times if the Directors so decide. (b) The Directors shall send the Participant an option certificate (which shall state the relevant Subscription Price) in respect of the Shares comprised in the Option. (c) No Options may be granted under the Plan more than ten years after the date of adoption of the Plan by the Company. 5. TERMS OF OPTIONS 6 7 (a) Non-transferability No Option granted under the Plan may be transferred, assigned, charged or otherwise alienated. (b) Period of Option and when Exercisable An Option shall be capable of being exercised, but subject as hereinafter provided, at any time following the earliest of:- (i) the date three years from the Date of Grant thereof; (ii) the Participant ceasing to be in Employment by reason of his death, injury, disability, redundancy or Retirement; (iii) the occurrence of the circumstances permitting the exercise of Options mentioned in Rule 7 or 8 relating to change of control and voluntary winding-up Provided that if the Participant ceases to be in Employment prior to the date three years from the Date of Grant in any circumstances other than those described in sub-paragraph (ii) above, including by reason of the Participating Company by which he is employed ceasing to be a member of the Group, the Directors may in their absolute discretion determine that the Option shall be capable of being exercised. (c) Lapse of Option An Option shall lapse to the extent that it has not been exercised by the earliest of:- (i) the fifth anniversary of the Date of Grant thereof or, if the Participant dies within twelve months before the fifth anniversary of the Date of Grant, the expiry of twelve months from the date of his death; (ii) the expiry of twelve months from the date on which the Participant ceases to be in Employment by reason of his death; (iii) the expiry of six months from the date on which the Participant ceases to be in Employment by reason of his injury, disability, redundancy 7 8 or Retirement. Provided that in the event of the death within the said period of six months of a Participant who has ceased to be in Employment in the circumstances referred to in this sub-paragraph (iii) the Option shall not lapse, subject as provided in sub-paragraph (iv) or (v) of this paragraph, until the expiry of twelve months from the date of his death; (iv) the expiry of the period referred to in Rule 7(d); (v) the expiry of the period during which the Option may be treated as having been exercised pursuant to Rule 8, in the event of a members' voluntary winding up of the Company; (vi) the date on which the Participant ceases to be in Employment in any circumstances other than those referred to in sub-paragraphs (ii) and (iii) of this paragraph (c) of this Rule; Provided that (l) if the Participant ceases to be in Employment prior to the date three years from the Date of Grant and the Directors exercise their discretion pursuant to the proviso to paragraph (b) of this Rule that the Option shall be capable of being exercised, the Option shall lapse on the expiry of such period as the Directors determine, not being later than the fifth anniversary of the Date of Grant, (2) if the Participant ceases to be in Employment in any circumstances not permitting the exercise of the Option more than three years after the Date of Grant (including by reason of the Participating Company by which he is employed ceasing to be a member of the Group) the Directors may permit the Option to be exercised during such period, expiring not later than the fifth anniversary of the Date of Grant, as they may determine; and (3) if the Participant ceases to be in Employment in any of the circumstances specified in Rule 5(b)(ii) the Directors may defer the lapse of his Option by such period as they determine, expiring not later than the fifth anniversary of the Date of Grant. (d) Manner of Exercise of Options 8 9 Subject as hereinbefore provided-an Option shall be exercised by notice in writing given by the Participant to the Company specifying that the Option is thereby exercised and the number of Shares in respect of which it is exercised and such notice shall be accompanied by the relevant option certificate and payment of the Subscription Prices of the Shares in respect of which the Option is exercised. Th-e 9 10 notice shall be in a form prescribed by or approved by the Directors and shall contain such declarations and undertakings by the Participant as the Directors may require. Within 30 days after receipt by the Company of such notice, certificate and payment (and subject to the provisions and the requirements of any applicable enactment or regulation) the Share in respect of which the Option has been exercised shall be allotted and a share certificate issued by the Company to the Participant. If the Directors so determine and subject to compliance with any registration or other requirements of US law the Directors may procure that an appropriate number of American Depositary Receipts may be provided to the Participant instead of the allotment of Shares to him and, if American Depositary Receipts are so provided, the Company may allot the equivalent Shares to the depositary. If notice of the exercise of the Option is received after the record date for payment of a dividend, the making of any other distribution or any offer by way of rights to the holders of Shares the allotment of Shares upon exercise shall be made upon terms that the Shares so allotted are not entitled to participate in the relevant dividend, rights or other distribution. An Option may be exercised in whole or in part and in the event of an Option being exercised in part only, the relevant option certificate shall be cancelled and a new option certificate for the balance shall be issued to the Participant. (e) Listing While any Option remains unexercised and has not lapsed the Directors shall keep available sufficient unissued Shares to satisfy outstanding Options. The Company shall apply to any investment exchange or other facility on which the Company's Shares shall at that time be listed, for an appropriate listing. (f) Rights on Dismissal In the event of his being dismissed by any Participating Company, a Participant shall not be entitled to damages by reason of any 10 11 cessation of or alteration to his rights or expectations under the Plan arising from such dismissal. 6. ISSUE OR REORGANIZATION In the event of any Issue or Reorganization the number and/or class of Shares subject to Options. and/or the relevant Subscription Prices shall be adjusted in such manner as the Directors shall consider to be appropriate Provided that (1) the adjustment shall not have effect unless the Financial Advisors shall certify in writing that such adjustment is in their opinion fair and reasonable; and (2) the Subscription Price of a Share shall never be less than its nominal value. 7. CHANGE OF CONTROL (a) If any persons together with persons controlled by or otherwise associated with or acting in concert with that person, comes to own beneficially more than fifty per cent. of the issued common share capital of the Company a Participant will, subject to paragraph 7(d) below, be entitled to exercise his option at any time during the period of six months following the time that such person (together with other persons as aforesaid) comes to own more than fifty per cent. of the issue common share capital of the Company. (b) If any person, together with persons controlled by or otherwise associated with or acting in concert with that person, comes to own 30 per cent. or more of the issued common share capital of the Company pursuant to an arrangement which was not approved in advance by the Directors, the Directors may allow Options to be exercised at any time during the period of six months following the time that such person (together with other persons as aforesaid) comes to own 30 per cent. or more of the issued common share capital of the Company. 11 12 (c) The Company shall use all reasonable endeavors to procure that if a Participant is allotted Shares pursuant to the exercise of Options in accordance with paragraph (a) above then insofar as such Shares were not the subject of any general offer made by any of the persons referred to in paragraph (a) above the party by whom the general offer was made shall offer to acquire from the Participant all those Shares upon the same terms as Shares of the same class were acquired under the general offer. (d) If any person becomes entitled under Section 102 and/or 103 of the Companies Act 1981 of Bermuda to acquire any Shares (or would be so entitled but for the fact that there were no dissenting shareholders) the directors shall notify each Participant thereof forthwith upon becoming aware that such person is (or would be as aforesaid) so entitled and a Participant shall, be entitled to exercise all or any of the Options which he holds at any time during the period of three weeks following such notification, and upon the expiry of such period all unexercised Options will lapse. 8. VOLUNTARY WINDING UP In the event of a members' voluntary winding up of the Company (other than for the purpose of reconstruction or amalgamation) a Participant may by notice in writing to the Company within ninety days after the commencement of the winding up (such notice being accompanied by the relevant option certificate and payment of the aggregate Subscription Price) elect to be treated as if the option had been exercised immediately before the commencement of the winding up. The Participant will then be entitled as at the commencement of the winding up and by virtue of the Option to which he is then entitled and in particular his rights under this Rule to prove in the winding up as a creditor of the Company for a sum equal to the amount he would have received as holder of the Shares to which he would have been entitled on exercise of the options held by him. Notwithstanding that such Participant shall not rank as a member of the Company he shall rank after all other creditors of the Company (other than other Participants entitled under this Rule) in the winding up. Subject thereto all Options shall lapse on a winding up of the Company. 12 13 9. ADMINISTRATION AND AMENDMENT (a) The Plan shall be administered under the direction of the Directors who may at any time and from time to time by resolution and without other formality amend the Rules in any respect Provided that:- (i) no amendment shall operate to prejudice materially any rights already acquired by a Participant under the Plan; (ii) no amendment which would materially modify the eligibility requirements of the Plan or which would materially increase the benefits available to Participants by virtue of: (A) the basis of calculation of the Subscription Price; (B) the total number of Shares available for issue under the Plan under Rule 3 (except pursuant to the provisions of Rule 3); (C) the definition of "Issue or Reorganization"; (D) Rules 5, 6, 7 8 or this paragraph (a) of this Rule may be made except by or with the prior approval of a Resolution of the Company in General Meeting. (b) The Directors may adopt supplemental rules governing the grant and/or exercise of Options and/or may grant Options subject to such additional terms and conditions as they consider expedient or desirable having regard to the circumstances including, without prejudice, local securities, tax or currency law or practice. The Directors may determine the currency in which Options shall be granted and/or exercised and may use such exchange rate as they consider appropriate for all or any of the Rules. (c) Subject to paragraph (e) below the Directors' decision on any matter concerning the Plan shall be final and binding. (d) The cost of the operation of the Plan (including but not limited to the costs relating to the issue of Shares upon the exercise of options) shall be borne by the Company. 13 14 (e) In any matter in which they are required to act hereunder the Financial Advisors shall be deemed to be acting as experts and not as arbitrators and, save for manifest error, their decision shall be final and binding. (f) All notices under the Plan shall be in writing and if to the Company or to a Participating Company shall be delivered to the Company or to such Participating Company as appropriate or sent by internal mail or telex or facsimile transmission or airmail (as the case may be) to their respective registered offices for the time being, and if to a Participant, shall be delivered personally or sent by internal mail or by telex or facsimile transmission or air mail (as the case may be) to the Participant at the address which he shall give to the Company for the purpose, or failing any such address to his last known place of abode. If a notice is sent by air mail, service thereof shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the same to such address and shall be deemed to be served ninety-six hours after such posting. If a notice is sent by internal mail service thereof shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the same and shall be deemed to be served 48 hours after such posting. If a notice is sent by telex or facsimile transmission it shall be deemed to be served 12 hours after transmission. (g) The Plan shall be governed by the law of Bermuda. 14 EX-5 4 OPINION (AND CONSENT) 1 Appleby, Spurling & Kempe 15th May, 1996 ADT Limited c/o Kay Collyer & Boose LLP, One Dag Hammarskjold Plaza, New York, NY 10017-2299, U.S.A. Dear Sirs: Re: ADT Limited (the "Company") This opinion as to Bermuda law is addressed to you in connection with the filing by the Company with the Securities and Exchange Commission, Washington D.C. 20549 of a Form S-8 Registration Statement and related documents to be used in relation to the ADT Limited 1993 Long-Term Incentive Plan (as amended February 29, 1996) and Senior Executive Share Option Plan of ADT Limited. Terms used in the Registration Statement, unless otherwise defined herein, have the same meanings when used in this opinion. For the purposes the opinions herein expresses, we have examined such documents of public record in Bermuda, and such other documents as we have considered necessary, including the following: (A) a draft dated April 29, 1996 of the S-8 Registration Statement referred to above (the "Registration Statement"); (B) a copy of the ADT Limited 1993 Long Term Incentive Plan (as amended February 29, 1996) and Senior Executive Share Option Plan of ADT Limited; (C) the Certificate of Incorporation, Memorandum of Association and Bye- Laws of the Company; and (D) a copy of the Minutes of General Meetings of Members of the Company held on 11th April, 1996, 12th October, 1993, 4th October, 1990, and 9th August, 1991. 1 2 We have assumed:- (i) that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions herein expressed; (ii) the genuineness of all signatures on the documents which we have examined; (iii) the conformity to original documents of all documents produced to us as copies and the authenticity of all original documents which, or copies of which, have been submitted to us; (iv) the accuracy and completeness of all factual representations made in the documents examined by us; and (v) that when filed with the Securities and Exchange Commission, the Registration Statement will not differ in any material respect from the draft which we have examined. Based upon and subject to the foregoing, and subject to the reservations mentioned below and to any matters not disclosed to us, we are of the opinion that: (1) The Company is a company duly incorporated with limited liability and validly existing under the laws of Bermuda. (2) The issuance of Common Shares of US$0.01 per share, pursuant to the ADT Limited 1993 Long Term Incentive Plan (as amended February 29, 1996) and the Senior Executive Share Option Plan of ADT Limited has been duly authorised by the Company and, upon issuance and payment therefor in the manner contemplated by such plans, such Common Shares will be validly issued, fully paid and non-assessable shares of capital stock of the Company. Our reservations are as follows:- (A) Our opinion is confined to and given on the basis of the laws of Bermuda as currently applied by the courts of Bermuda and we have made no investigation of, nor do we express any opinion on, the laws of any jurisdiction other than Bermuda. 2 3 (B) Any reference in this opinion to shares being "non-assessable" shall mean, in relation to fully paid shares of the Company and subject to any contrary provision in any agreement in writing between the Company and the member holding such shares, that no such member shall be bound by an alteration in the Memorandum of Association, or Bye-Laws of the Company after the date on which he became a member, if and so far as the alteration requires him to take, or subscribe for additional shares, or in any way increases his liability to contribute to the share capital of, or otherwise to pay money to, the Company. This opinion is to be governed by and construed in accordance with the laws of Bermuda. We consent to the filing of this opinion as an exhibit to the Registration Statement of the Company relating to the ADT Limited 1993 Long Term Incentive Plan (as amended February 29, 1996) and the Senior Executive Share Option Plan of ADT Limited. This opinion shall not otherwise be disclosed to or relied upon by any other person or entity for any other purpose without our prior written consent. Yours faithfully, Appleby, Spurling & Kempe /s/ Appleby, Spurling & Kempe 3 EX-23.A 5 CONSENT OF COOPERS & LYBRAND 1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the ADT Limited 1993 Long-Term Incentive Plan (as amended February 29, 1996) and the Senior Share Option Plan of ADT Limited, of our report dated February 29, 1996 on our audit of the consolidated financial statements of ADT Limited as at December 31, 1995 and 1994 and for each of the three years ended December 31, 1995, which report is included in Form 10-K filed by ADT Limited on March 12, 1996. Coopers & Lybrand Hamilton, Bermuda May 16, 1996 1 -----END PRIVACY-ENHANCED MESSAGE-----