-----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, FD+cWMeHH02oqHAlaU1MmoHUnfLV9IsWKgJhpyWl5mpavEG5MNGyDb1xopuwtf5Y JtkQaBkZuCk+TxxGWls0Mw== 0000950130-00-000277.txt : 20000203 0000950130-00-000277.hdr.sgml : 20000203 ACCESSION NUMBER: 0000950130-00-000277 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20000128 EFFECTIVENESS DATE: 20000128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TYCO INTERNATIONAL LTD /BER/ CENTRAL INDEX KEY: 0000833444 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 000000000 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-95595 FILM NUMBER: 516092 BUSINESS ADDRESS: STREET 1: THE GIBBONS BUILDING STREET 2: 10 QUEENS STREET SUITE 301 CITY: HAMILTON HM 12 BERMU STATE: D0 BUSINESS PHONE: 4412928674 MAIL ADDRESS: STREET 1: C/O TYCO INTERNATIONAL (US) INC STREET 2: ONE TYCO PARK CITY: EXETER STATE: NH ZIP: 03833 FORMER COMPANY: FORMER CONFORMED NAME: ADT LIMITED DATE OF NAME CHANGE: 19930601 S-8 1 FORM S-8 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 - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
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) - ----------------------------------------------------------------------------------- Common Shares, $0.20 par value.................. 10,000,000 shares $37.50 $375,000,000 $99,000 - ----------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------
(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. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 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 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.
Exhibit No. Description ----------- ----------- 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)
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 (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 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. /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
5 /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.
6 EXHIBIT INDEX
Exhibit No. Description ----------- ----------- 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)
7 EX-5.1 2 OPINION AND CONSENT OF APPLEBY SPURLING & KEMPE 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. 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 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 EX-10.1 3 TYCO INT'L LTD. UK SAVINGS-RELATED SHARE OPTION PLAN 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 TYCO INTERNATIONAL LTD UK SAVINGS-RELATED SHARE OPTION PLAN CONTENTS RULE 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
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)
3 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 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 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 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 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. 8 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 9 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; 10 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: 11 (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. 12 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; 13 (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. 14 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; 15 (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. 16 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). 17 (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 18 (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 (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 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. 21 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 22 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 23 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. 24 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. 25 EX-23.1 4 CONSENT OF PRICEWATERHOUSECOOPERS 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 EX-23.2 5 CONSENT OF DELOITTE & TOUCHE LLP 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 EX-23.3 6 CONSENT OF ARTHUR ANDERSEN LLP (PHILADELPHIA) 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 -----END PRIVACY-ENHANCED MESSAGE-----