S-8

As filed with the U.S. Securities and Exchange Commission on May 14, 2010

Registration No. 333-                   

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

TYCO INTERNATIONAL LTD.

(Exact name of registrant as specified in its charter)

Switzerland	98-0390500
(State or other jurisdiction	(I.R.S. Employer
of incorporation)	Identification No.)

Tyco International Ltd.

Freier Platz 10
CH-8200 Schaffhausen, Switzerland
41-52-633-02-44

(Address of Principal Executive Offices) (Zip Code)

Brink’s Home Security Holdings, Inc. 2008 Equity Incentive Plan

Brink’s Home Security Holdings, Inc. Non-Employee Directors’ Equity Plan

(Full title of the plan)

Judith A. Reinsdorf

Executive Vice President and General Counsel

Tyco International Management Company

9 Roszel Road

Princeton, New Jersey 08540

(609) 720-4200

(Name and address of agent for service)

With a copy to:

Alan M. Klein, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

(212) 455-2000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filter filer x Accelerated filer o Non—accelerated filer o(Do not check if a smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

		Proposed			Proposed
		maximum			maximum
	Amount to be	offering price			aggregate			Amount of
Title of securities to be registered	registered (1)	per share			offering price			registration fee
Common Shares, Par Value CHF 7.60, to be issued under the Brink’s Home Security Holdings, Inc. 2008 Equity Incentive Plan	1,617,703 284,260	$ $	23.78 37.89	(2) (3)	$ $	38,468,977 10,770,611	(2) (3)	$ $	2,743 768
Common Shares, Par Value CHF 7.60, to be issued under the Brink’s Home Security Holdings, Inc. Non-Employee Directors’ Equity Plan	64,734 29,127	$ $	23.38 37.89	(2) (3)	$ $	1,513,481 1,103,622	(2) (3)	$ $	108 79

(1)	This registration statement registers 1,617,703 common shares, par value CHF 7.60, of the registrant (“Common Shares”) underlying outstanding but unexercised options previously granted under the Brink’s Home Security Holdings, Inc. 2008 Equity Incentive Plan, 284,260 Common Shares issuable under the Brink’s Home Security Holdings, Inc. 2008 Equity Incentive Plan, 64,734 Common Shares underlying outstanding but unexercised options previously granted under the Brink’s Home Security Holdings, Inc. Non-Employee Directors’ Plan and 29,127 Common Shares issuable in connection with outstanding restricted share units and outstanding deferred share units previously granted under the Brink’s Home Security Holdings, Inc. Non-Employee Directors’ Plan. In addition, pursuant to Rule 416(a), the number of shares being registered includes any additional Common Shares that may from time to time become issuable under the Brink’s Home Security Holdings, Inc. 2008 Equity Incentive Plan and Brink’s Home Security Holdings, Inc. Non-Employee Directors’ Plan in connection with, or as a result of, stock splits, stock dividends or similar transactions.
(2)	Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(h)(1) of the Securities Act of 1933, as amended (the “Securities Act”) on the basis of the weighted average exercise price of the outstanding options.
(3)	Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h)(1) and Rule 457(c) under the Securities Act using the average of the high and low prices for Common Shares on the New York Stock Exchange on May 10, 2010.

INTRODUCTORY STATEMENT

On May 14, 2010, Tyco International Ltd. (“Tyco” or “the Registrant”) completed its acquisition of Brink’s Home Security Holdings, Inc. (“BHS”) pursuant to the terms of a merger agreement, dated as of January 18, 2010 (the “Merger Agreement”), by and among Tyco, BHS, Barricade Merger Sub, Inc., and, solely for the purposes stated therein, ADT Security Services, Inc.

Pursuant to the terms of the Merger Agreement, upon the effective time of the merger, (i) certain options to purchase BHS common stock, no par value (each, a “BHS Stock Option”) granted under the Brink’s Home Security Holdings, Inc. 2008 Equity Incentive Plan (the “2008 EIP”) and the Brink’s Home Security Holdings, Inc. Non-Employee Directors’ Equity Plan (the “BHS Non Employee Directors’ Plan”, and together with the 2008 EIP, the “Plans”) were converted into options (each, a “Tyco Stock Option”) to purchase a number of common shares, with a par value CHF 7.60 per share, of Tyco (the “Tyco Common Shares”), based on an exchange ratio set forth in the Merger Agreement, (ii) certain BHS restricted share units granted under the BHS Non Employee Directors’ Plan were converted into restricted share units (each, a “Tyco Restricted Share Unit”) with respect to a number of Tyco Common Shares based on an exchange ratio set forth in the Merger Agreement, and (iii) certain deferred BHS share units granted and/or held under the BHS Non-Employee Directors’ Equity Plan were converted into the right (a “Tyco Deferred Share Unit”) to receive a number of Tyco Common Shares based on an exchange ratio set forth in the Merger Agreement.  This Registration Statement on Form S-8 registers the aggregate number of Tyco Common Shares issuable pursuant to such Tyco Stock Options, Tyco Restricted Share Units and Tyco Deferred Share Units and the aggregate number of Tyco Common Shares reserved for issuance and issuable under the 2008 EIP.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The documents containing the information specified in this Part I will be delivered to the participants in the Plans covered by this Registration Statement as required by Rule 428(b)(1) under the Securities Act.  Such documents are not required to be filed with the Securities and Exchange Commission (the “Commission”) as part of this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Commission by Tyco pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are hereby incorporated by reference in this Registration Statement.

(1)Tyco’s Annual Report on Form 10-K for the year ended September 25, 2009 filed on November 17, 2009;

(2)Tyco’s Quarterly Reports on Form 10-Q for the quarterly periods ended December 25, 2009 and March 26, 2010, filed on January 28, 2010 and April 27, 2010, respectively;

(3)Tyco’s Current Reports on Form 8-K filed on September 30, 2009, October 5, 2009, November 19, 2009, December 15, 2009, January 19, 2010 (with respect to Items 1.01 and 8.01 only), February 9, 2010, March 1, 2010, March 5, 2010, March 12, 2010, March 22, 2010, April 27, 2010 (with respect to Item 8.01 only), April 28, 2010, May 3, 2010, May 4, 2010, May 5, 2010 and May 10, 2010, and Tyco’s Current Report on Form 8-K/A filed on May 14, 2010; and

(4)The description of Tyco Common Shares set forth in Amendment No. 2 to Form S-4 filed on April 7, 2010.

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In addition, all reports (other than portions of Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, unless otherwise indicated therein) filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and 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 into this Registration Statement and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Tyco’s articles of association provide that it shall indemnify and hold harmless, to the fullest extent permitted by Swiss law, the existing and former members of the board of directors and officers out of the assets of Tyco from and against all threatened, pending or completed actions, suits or proceedings—whether civil, criminal, administrative or investigative—and all costs, charges, losses, damages and expenses which they or any of them, their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done or alleged to be done, concurred or alleged to be concurred in or omitted or alleged to be omitted in or about the execution of their duty, or alleged duty, or by reason of the fact that he is or was a member of the board of directors or an officer of Tyco, or while serving as a member of the board of directors or officer of Tyco is or was serving at the request of Tyco as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise; provided, however, that this indemnity shall not extend to any matter in which any of said persons is found, in a final judgment or decree of a court or governmental or administrative authority of competent jurisdiction not subject to appeal, to have committed an intentional or grossly negligent breach of his statutory duties as a member of the board of directors or officer.

Tyco may advance the expenses of defending any such act, suit or proceeding in accordance with and to the full extent now or hereafter permitted by law. Such indemnification and advancement of expenses are not exclusive of any other right to indemnification or advancement of expenses provided by law or otherwise.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit
Number	Document
4.1	Articles of Association of Tyco International Ltd. (incorporated by reference to Exhibit 3.1 to Tyco International Ltd.’s Current Report on Form 8-K filed on May 14, 2010)
4.2	Organizational Regulations of Tyco International Ltd. (incorporated by reference to Exhibit 3.2 to Tyco International Ltd.’s Current Report on Form 8-K filed on March 17, 2009)
4.3	Brink’s Home Security Holdings, Inc. 2008 Equity Incentive Plan*
4.4	Brink’s Home Security Holdings, Inc. Non-Employee Directors’ Plan*

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5.1	Opinion of Vischer Ltd*
23.1	Consent of Deloitte & Touche LLP*
23.2	Consent of Vischer Ltd (included in Exhibit 5.1)*
24.1	Power of Attorney*

* Filed herewith

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 estimated 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 percent 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)(2)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in 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 the 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 Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange 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.

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(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 pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the 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 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Princeton, State of New Jersey, on May 14, 2010.

TYCO INTERNATIONAL LTD.
By:	/s/ Christopher J. Coughlin
	Name:	Christopher J. Coughlin
	Title:	Executive Vice President and Chief Financial Officer

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.

Signature	Title	Date
/s/ Edward D. Breen	Chief Executive Officer and Director (Principal Executive	May 14, 2010
Edward D. Breen	Officer)
/s/ Christopher J. Coughlin	Executive Vice President and Chief Financial Officer	May 14, 2010
Christopher J. Coughlin	(Principal Financial Officer, Authorized Representative in
	the United States)
/s/ Carol A. Davidson	Senior Vice President, Controller and Chief Accounting	May 14, 2010
Carol A. Davidson	Officer (Principal Accounting Officer)
*	Director	May 14, 2010
Timothy M. Donahue
*	Director	May 14, 2010
Brian Duperreault
*	Director	May 14, 2010
Bruce S. Gordon
*	Director	May 14, 2010
Rajiv L. Gupta
*	Director	May 14, 2010
John A. Krol
*	Director	May 14, 2010
Brendan R. O’Neill
*	Director	May 14, 2010
William S. Stavropoulos
*	Director	May 14, 2010
Sandra S. Wijnberg

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*	Director	May 14, 2010
R. David Yost

*The undersigned does hereby sign this Registration Statement on behalf of the above-indicated director or officer of Tyco International Ltd. pursuant to a power of attorney executed by such director or officer.

/s/ Judith A. Reinsdorf

Judith A. Reinsdorf, Attorney-in-fact

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EX-4.3

Exhibit 4.3

BRINK’S HOME SECURITY HOLDINGS, INC.
2008 EQUITY INCENTIVE PLAN

Section 1.  Purpose.

The purpose of the Brink’s Home Security Holdings, Inc. 2008 Equity Incentive Plan is to encourage those individuals who are expected to contribute significantly to the success of the Company and its Subsidiaries to accept employment or continue in the employ of the Company and its Subsidiaries, to enhance their incentive to perform at the highest level, and, in general, to further the best interests of the Company and its shareholders.

Section 2.  Definitions.

As used in the Plan, the following terms shall have the meanings set forth below:

(a)“Act” shall mean the Securities Exchange Act of 1934, as amended.

(b)“Affiliate” shall mean (i) any entity that, directly or indirectly, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest, in either case as determined by the Committee.

(c)“Award” shall mean any Option, Stock Appreciation Right, award of Restricted Stock, award of Performance Stock, Other Stock-Based Award or Converted Award granted under the Plan.

(d)“Award Agreement” shall mean any written agreement, contract or other instrument or document evidencing any Award granted under the Plan, which may, but need not, be executed or acknowledged by a Participant.

(e)“Beneficiary” shall mean a person or persons entitled to receive payments or other benefits or exercise rights that are available under the Plan in the event of the Participant’s death.

(f)“Board” shall mean the board of directors of the Company.

(g)“Change in Control” shall mean the occurrence of:

(i) (A) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which the Shares would be converted into cash, securities or other property other than a consolidation or merger in which holders of the total voting power in the election of directors of the Company of Shares outstanding (exclusive of shares held by the Company’s Affiliates) (the “Total Voting Power”) immediately prior to the consolidation or merger will have the same proportionate ownership of the total voting power in the election of directors of the surviving corporation immediately after the consolidation or merger, or (B) any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all the assets of the Company;

(ii) any “person” (as defined in Section 13(d) of the Act) other than the Company, its Affiliates or an employee benefit plan or trust maintained by the Company or its affiliates, becoming the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of more than 20% of the Total Voting Power; or

(iii) at any time during a period of two consecutive years, individuals who at the beginning of such period constituted the Board ceasing for any reason to constitute at least a majority thereof, unless the election by the Company’s shareholders of each new director during such two-year period was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such two-year period.

(h)“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(i)“Committee” shall mean the Compensation and Benefits Committee of the Board or such other committee as may be designated by the Board.

(j)“Company” shall mean Brink’s Home Security Holdings, Inc.

(k)“Converted Awards” shall mean the options to purchase Shares into which stock options that were originally issued under The Brink’s Company 1988 Stock Option Plan or The Brink’s Company 2005 Equity Incentive Plan are converted pursuant to the EMA Agreement.

(l)“Distribution” shall mean the consummation of the distribution, on a pro rata basis, by The Brink’s Company to the record holders of The Brink’s Company of all of the outstanding shares of Company stock owned by The Brink’s Company on the date of distribution.

(m)“EMA Agreement” shall mean the Employee Matters Agreement by and between The Brink’s Company and the Company.

(n)“Executive Group” shall mean every person who is expected by the Committee to be both (i) a “covered employee” as defined in Section 162(m) of the Code as of the end of the taxable year in which payment of the Award may be deducted by the Company, and (ii) the recipient of compensation of more than $1,000,000 (as such number appearing in Section 162(m) of the Code may be adjusted by any subsequent legislation) for that taxable year.

(o)“Fair Market Value” shall mean with respect to Shares, the average of the high and low quoted sale prices of a share of such common stock on the date in question (or, if there is no reported sale on such date, on the last preceding date on which any reported sale occurred) on the New York Stock Exchange Composite Transactions Tape or with respect to any property other than 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.

(p)“Incentive Stock Option” shall mean an option representing the right to purchase Shares from the Company, granted under and in accordance with the terms of Section 6, that meets the requirements of Section 422 of the Code, or any successor provision thereto.

(q)“Non-Qualified Stock Option” shall mean an option representing the right to purchase Shares from the Company, granted under and in accordance with the terms of Section 6, that is not an Incentive Stock Option.

(r)“Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option.

(s)“Other Stock-Based Award” shall mean any right granted under Section 10.

(t)“Participant” shall mean an individual granted an Award under the Plan.

(u)“Performance Stock” shall mean any Share granted under Section 9.

(v)“Plan” shall mean this Brink’s Home Security Holdings, Inc. 2008 Equity Incentive Plan.

(w)“Restricted Stock” shall mean any Share granted under Section 8.

(x)“Retirement” shall mean, with respect to any Participant, any termination of such Participant’s employment on or after the date on which the Participant has (i) attained age 65 and completed at least five years of service with the Company or any of its Subsidiaries or with The Brink’s Company or any of its subsidiaries, or (ii) attained age 55 and completed at least ten years of service with the Company or any of its Subsidiaries or with The

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Brink’s Company or any of its subsidiaries.

(y)“SAR” or “Stock Appreciation Right” shall mean any right granted to a Participant pursuant to Section 7 to receive, upon exercise by the Participant, the excess of (i) the Fair Market Value of one Share on the date of exercise or at any time during a specified period before the date of exercise over (ii) the grant price of the right on the date of grant, or if granted in connection with an outstanding Option on the date of grant of the related Option, as specified by the Committee in its sole discretion, which, except in the case of Substitute Awards or in connection with an adjustment provided in Section 5(d), shall not be less than the Fair Market Value of one Share on such date of grant of the right or the related Option, as the case may be.

(z)“Shares” shall mean shares of the common stock of the Company.

(aa)“Subsidiary” shall mean any corporation of which stock representing at least 50% of the ordinary voting power is owned, directly or indirectly, by the Company.

(bb)“Substitute Awards” shall mean Awards granted in assumption of, or in substitution for, outstanding awards previously granted by a company acquired by the Company or with which the Company combines.

Section 3.  Eligibility.

(a)Any individual who is employed by the Company or any Affiliate, including any officer-director, shall be eligible to be selected to receive an Award under the Plan.

(b)Directors who are not full-time or part-time officers are not eligible to receive Awards hereunder.

(c)Holders of options and other types of Awards granted by a company acquired by the Company or with which the Company combines are eligible for grants of Substitute Awards hereunder.

Section 4.  Administration.

(a)The Plan shall be administered by the Committee.  The Committee shall be appointed by the Board and shall consist of not less than three directors, each of whom shall be independent, within the meaning of and to the extent required by applicable rulings and interpretations of the New York Stock Exchange and the Securities and Exchange Commission, and each of whom shall be a “Non-Employee Director”, as defined from time to time for purposes of Section 16 of the Act and the rules promulgated thereunder and shall satisfy the requirements for an outside director pursuant to Section 162(m) of the Code, and any regulations issued thereunder.  The Board may designate one or more directors as alternate members of the Committee who may replace any absent or disqualified member at any meeting of the Committee.  No member or alternate member of the Committee shall be eligible, while a member or alternate member, for participation in the Plan.  The Committee may issue rules and regulations for administration of the Plan.  It shall meet at such times and places as it may determine.

(b)Subject to the terms of the Plan and applicable law, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards (including Substitute Awards) to be granted to each Participant under the Plan; (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, or other Awards, or canceled, forfeited or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, and other amounts payable with respect to an Award under the Plan 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

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determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

(c)All decisions of the Committee shall be final, conclusive and binding upon all parties, including the Company, the shareholders and the Participants.

Section 5.  Shares Available for Awards.

(a)Subject to adjustment as provided below, the number of Shares available for issuance under the Plan shall be equal to the sum of (i) 1,000,000 and (ii) the aggregate number of Shares subject to the Converted Awards.  Any Shares covered by an Award other than Options, SARs and Converted Awards shall be counted against this limit as 2 Shares for every one Share covered by the Award.  In addition, each SAR shall be counted against this limit as one Share, regardless of whether a Share is used to settle the SAR upon exercise.  Notwithstanding the foregoing and subject to adjustment as provided in Section 5(d), no Participant may receive Options and SARs under the Plan (other than Converted Awards) in any calendar year that relate to more than 200,000 Shares.

(b)If, after the effective date of the Plan, any Shares covered by an Award, other than a Substitute Award but including Converted Awards, or to which such an Award relates, are forfeited, or if such an Award otherwise terminates without the delivery of Shares or of other consideration, then the Shares covered by such Award, or to which such Award relates, to the extent of any such forfeiture or termination, shall again be, or shall become, available for issuance under the Plan.

(c)Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or Shares acquired by the Company.

(d)In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Shares or other securities), 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, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities) which thereafter may be made the subject of Awards, including the aggregate and individual limits specified in Section 5(a) and Section 9(d), (ii) the number and type of Shares (or other securities) subject to outstanding Awards, and (iii) the grant, purchase, 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, however, that the number of Shares subject to any Award denominated in Shares shall always be a whole number.

(e)Shares underlying Substitute Awards shall not reduce the number of Shares remaining available for issuance under the Plan.

(f)Effective as of the Distribution, the Converted Awards shall become obligations of the Company under the Plan, and the Company shall assume all liabilities and responsibilities with respect thereto, in each case as provided in the EMA Agreement.  Notwithstanding anything to the contrary, the terms and conditions applicable to the Converted Awards shall be as specified in the EMA Agreement.

Section 6.  Options.

The Committee is hereby authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:

(a)The purchase price per Share under an Option shall be determined by the Committee; provided, however, that, except in the case of Substitute Awards, such purchase price shall not be less than the Fair Market Value of a Share on the date of grant of such Option.

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(b)The term of each Option shall be fixed by the Committee but shall not exceed 6 years from the date of grant thereof.

(c)The Committee shall determine the time or times at which an Option may be exercised in whole or in part; provided, however, that, except in the event of a Change in Control and in the case of Substitute Awards, an Option shall not be exercisable before the expiration of one year from the date the Option is granted.

(d)The Committee shall determine the method or methods by which, and the form or forms, including, without limitation, cash, Shares, other Awards, 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 to Awards may be made or deemed to have been made.

(e)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 thereto, and any regulations promulgated thereunder.

(f)Options shall not be granted under the Plan in consideration for and shall not be conditioned upon the delivery of Shares to the Company in payment of the exercise price and/or tax withholding obligation under any other employee stock option.

(g)Section 11 sets forth certain additional provisions that shall apply to Options.

Section 7.  Stock Appreciation Rights.

(a)The Committee is hereby authorized to grant Stock Appreciation Rights (“SARs”) to Participants with terms and conditions as the Committee shall determine not inconsistent with the provisions of the Plan.

(b)SARs may be granted hereunder to Participants either alone (“freestanding”) or in addition to other Awards granted under the Plan (“tandem”) and may, but need not, relate to a specific Option granted under Section 6.

(c)Any tandem SAR related to an Option may be granted at the same time such Option is granted or at any time thereafter before exercise or expiration of such Option.  In the case of any tandem SAR related to any Option, the SAR or applicable portion thereof shall not be exercisable until the related Option or applicable portion thereof is exercisable and shall terminate and no longer be exercisable upon the termination or exercise of the related Option, except that a SAR granted with respect to less than the full number of Shares covered by a related Option shall not be reduced until the exercise or termination of the related Option exceeds the number of Shares not covered by the SAR.  Any Option related to any tandem SAR shall no longer be exercisable to the extent the related SAR has been exercised.

(d)A freestanding SAR shall not have a term of greater than 6 years or, unless it is a Substitute Award, an exercise price less than 100% of Fair Market Value of the Share on the date of grant and, except in the event of a Change in Control and in the case of Substitute Awards, shall not be exercisable before the expiration of one year from the date the SAR is granted.

(e)Section 11 sets forth certain additional provisions that shall apply to SARs.

Section 8.  Restricted Stock.

(a)The Committee is hereby authorized to grant Awards of Restricted Stock to Participants.

(b)Shares of Restricted Stock shall be subject to such restrictions as the Committee may impose (including, without limitation, any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other right), which restrictions may lapse separately or in combination at such time or times, in such

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installments or otherwise, as the Committee may deem appropriate; provided, however, that subject to Section 12(g) and except in the case of Substitute Awards, Restricted Stock shall have a vesting period of not less than one year.

(c)Any Share of Restricted Stock granted under the Plan may be evidenced in such manner as the Committee may deem appropriate including, without limitation, book-entry registration or issuance of a stock certificate or certificates.  In the event any stock certificate is issued in respect of Shares of Restricted Stock granted under the Plan, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock.

(d)The Committee may in its discretion, when it finds that a waiver would be in the best interests of the Company, waive in whole or in part any or all restrictions with respect to Shares of Restricted Stock; provided, that the Committee may not waive the restriction in the proviso of Section 8(b).

(e)Section 11 sets forth certain additional provisions that shall apply to Restricted Stock.

Section 9.  Performance Stock.

(a)The Committee is hereby authorized to grant Awards of Performance Stock to Participants.

(b)Subject to the terms of the Plan, Shares of Performance Stock shall be subject to such restrictions as the Committee may impose (including, without limitation, any limitation on the right to vote a Share of Performance Stock or the right to receive any dividend or other right), which restrictions may lapse, in whole or in part, upon the achievement of such performance goals during such performance periods as the Committee shall establish.  Subject to the terms of the Plan, the performance goals to be achieved during any performance period, the length of any performance period, the number of Shares subject to any Award of Performance Stock granted and subsequently released to a Participant shall be determined by the Committee; provided, however, that subject to Section 12(g), the performance period relating to any Award of Performance Stock shall be at least one year.

(c)Any Share of Performance Stock granted under the Plan may be evidenced in such manner as the Committee may deem appropriate including, without limitation, book-entry registration or issuance of a stock certificate or certificates.  In the event any stock certificate is issued in respect of Shares of Performance Stock granted under the Plan, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Performance Stock.

(d)Every Award of Performance Stock to a member of the Executive Group shall, if the Committee intends that such Award should constitute “qualified performance-based compensation” for purposes of Section 162(m) of the Code, include a pre-established formula, such that payment, retention or vesting of the Award is subject to the achievement during a performance period or periods, as determined by the Committee, of a level or levels, as determined by the Committee, of performance measures with respect to the Company, any Subsidiary and/or any business unit of the Company or any Subsidiary, such performance measures to be comprised of one or more of the following: (i) net income, (ii) operating income, (iii) return on assets, (iv) revenue growth, (v) total shareholder return, (vi) earnings per share, (vii) return on equity, (viii) net revenue per employee, (ix) market share, (x) return on capital and/or economic value added (or equivalent metric), (xi) cash flow and/or free cash flow (before or after dividends), (xii) subscriber growth (on an average or period ending basis), (xiii) growth in monthly recurring revenue, (xiv) growth in installations (on a gross or net basis) or (xv) rate or number of disconnects (on a gross or net basis), each as determined in accordance with generally accepted accounting principles, where applicable, as consistently applied by the Company and, if so determined by the Committee prior to the release or forfeiture of the Shares of Performance Stock, adjusted, to the extent permitted under Section 162(m) of the Code if the Committee intends the Award of Performance Stock to continue to constitute “qualified performance-based compensation” under Section 162(m) of the Code, to omit the effects of extraordinary items, the gain or loss on the disposal of a business segment, unusual or infrequently occurring events and transactions, accruals for awards under the Plan and cumulative effects of changes in accounting principles.  Performance measures may vary from Performance Stock Award to Performance Stock Award and from Participant to Participant and may be established on a stand-alone basis, in tandem or in the alternative.  For any recipient of Awards subject to any such pre-established formula, the maximum number of Shares subject to all Awards granted to any such recipient in any year

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shall be 200,000, subject to adjustment as provided in Section 5(d).  Notwithstanding any provision of the Plan to the contrary, the Committee may decrease, but shall not be authorized to increase, the number of Shares subject to any Award to which this Section 9(d) applies upon attainment of such pre-established formula.

(e)Section 11 sets forth certain additional provisions that shall apply to Performance Stock.

Section 10.  Other Stock-Based Awards.

The Committee is hereby authorized to grant to Participants such other Awards (including, without limitation, rights to dividends and dividend equivalents) that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares) as are deemed by the Committee to be consistent with the purposes of the Plan.  Subject to the terms of the Plan, the Committee shall determine the terms and conditions of such Awards.  Shares or other securities delivered pursuant to a purchase right granted under this Section 10 shall be purchased for such consideration, which may be paid by such method or methods and in such form or forms, including, without limitation, cash, Shares, other securities, other Awards, or any combination thereof, as the Committee shall determine, the value of which consideration, as established by the Committee, shall, except in the case of Substitute Awards, not be less than the Fair Market Value of such Shares or other securities as of the date such purchase right is granted.

Section 11.  Effect of Termination of Employment on Awards.

Except as otherwise provided by the Committee at the time an Option, SAR, Restricted Stock, or Performance Stock is granted or in any amendment thereto, if a Participant ceases to be employed by the Company or any Affiliate, then:

(a)with respect to an Option or SAR:

(i)subject to Section 11(a)(ii), if termination is by reason of the Participant’s Retirement or permanent and total disability, each Option or SAR held by the Participant shall continue to remain outstanding and shall become or remain exercisable and in full force and effect in accordance with its terms until the expiration date of the Award;

(ii)if termination is by reason of the death of the Participant, or if the Participant dies after Retirement or permanent and total disability as referred to in Section 11(a)(i), each Option or SAR held by the Participant shall become fully exercisable at the time of the Participant’s death (or, except with respect to Substitute Awards, if later, at the time of the one year anniversary of the Option or SAR grant date) and may be exercised by the Participant’s Beneficiary at any time within a period of three years after death (but not after the expiration date of the Award);

(iii)if termination of employment is for any reason other than as provided in Section 11(a)(i) or (ii), the Participant may exercise each Option or SAR held by the Participant within 90 days after such termination (but not after the expiration date of such Award) to the extent such Award was exercisable pursuant to its terms at the date of termination; provided, however, if the Participant should die within 90 days after such termination, each Option or SAR held by the Participant may be exercised by the Participant’s Beneficiary at any time within a period of one year after death (but not after the expiration date of the Award) to the extent such Award was exercisable pursuant to its terms at the date of termination;

(b)with respect to Restricted Stock:

(i)subject to Section 11(b)(ii), if termination is by reason of the Participant’s Retirement or permanent and total disability, each Restricted Stock Award held by the Participant shall continue to remain outstanding and in full force and effect and any restrictions with respect to such Restricted Stock Award shall lapse in accordance with the terms of the Award;

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(ii)if termination is by reason of the Participant’s death, or if the Participant dies after Retirement or permanent and total disability as referred to in Section 11(b)(i), any and all restrictions with respect to each Restricted Stock Award held by the Participant shall lapse at the time of the Participant’s death (or, except with respect to Substitute Awards, if later, at the time of the one year anniversary of the Restricted Stock Award grant date);

(iii)if termination of employment is by reason other than as provided in Section 11(b)(i) or (ii), any Restricted Stock Award held by the Participant that remains subject to restrictions shall be canceled as of such termination of employment and shall have no further force or effect;

(c)with respect to Performance Stock:

(i)if termination is by reason of the Participant’s Retirement or permanent and total disability, each Performance Stock Award held by the Participant shall remain outstanding and in full force and effect and any restrictions with respect to such Performance Stock Award shall lapse in accordance with the terms of the Award (including the requirements for achieving the applicable performance measures) regardless of whether the Participant dies during such period;

(ii)if termination of employment occurs prior to the expiration of any performance period applicable to a Performance Stock Award and such termination is by reason of the Participant’s death, the Participant’s Beneficiary shall be entitled to receive following the expiration of such performance period, a pro-rata portion of the number of Shares subject to the Performance Stock Award with respect to which the restrictions would have otherwise lapsed notwithstanding the Participant’s death, determined based on the number of days in the performance period that shall have elapsed prior to such termination, and the remainder of such Performance Stock Award shall be canceled; and

(iii)if termination of employment occurs prior to the expiration of any performance period applicable to a Performance Stock Award and such termination is for any reason other than as provided in Section 11(c)(i) or (ii), any Performance Stock Award held by the Participant shall be canceled as of such termination of employment and shall have no further force or effect.

Section 12.  General Provisions Applicable to Awards.

(a)Awards shall be granted for no cash consideration or for such minimal cash consideration as may be required by applicable law.

(b)Awards may, in the discretion of the Committee, be granted either alone or in addition to or in tandem with any other Award or any award granted under any other plan of the Company.  Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company, may be granted either at the same time as or at a different time from the grant of such other Awards or awards.

(c)Subject to the terms of the Plan, payments or transfers to be made by the Company upon the grant, exercise or payment of an Award may be made in the form of cash, Shares, other securities or other Awards, or any combination thereof, as determined by the Committee in its discretion at the time of grant, 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.

(d)No Award and no right under any Award shall be assignable, alienable, saleable or transferable by a Participant otherwise than by will or pursuant to Section 12(e).  Each Award, and each right under any Award, shall be exercisable during the Participant’s lifetime only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative.  The provisions of this paragraph shall not apply to any Award which

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has been fully exercised, earned or paid, as the case may be, and shall not preclude forfeiture of an Award in accordance with the terms thereof.

(e)A Participant may designate a Beneficiary or change a previous beneficiary designation at such times prescribed by the Committee by using forms and following procedures approved or accepted by the Committee for that purpose.  If no Beneficiary designated by the Participant is eligible to receive payments or other benefits or exercise rights that are available under the Plan at the Participant’s death, the Beneficiary shall be the Participant’s estate.

(f)All certificates for Shares or other securities 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 Securities and Exchange Commission, any stock exchange upon which such Shares or other securities are then listed, and any applicable Federal or state securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(g)Unless specifically provided to the contrary in any Award Agreement, upon a Change in Control, all Awards shall become fully exercisable, shall vest and shall be settled, as applicable, and any restrictions applicable to any Award shall automatically lapse.  Notwithstanding the foregoing, upon a Change in Control, Performance Stock Awards shall be considered to be earned at their target level; any restrictions with respect to the target number of Shares subject to a Performance Stock Award shall lapse and any remaining Shares subject to such Performance Stock Award shall be cancelled and shall have no further force or effect.

Section 13.  Amendments and Termination.

(a)Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan, the Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) shareholder approval if such approval is required by the listing company rules of the New York Stock Exchange or (ii) the consent of the affected Participant, if such action would adversely affect the rights of such Participant under any outstanding Award, except to the extent any such amendment, alteration, suspension, discontinuance or termination is made to cause the Plan to comply with applicable law, stock exchange rules and regulations or accounting or tax rules and regulations.  Notwithstanding anything to the contrary herein, the Committee may amend the Plan in such manner as may be necessary to enable the Plan to achieve its stated purposes in any jurisdiction in a tax-efficient manner and in compliance with local rules and regulations.

(b)The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate, any Award theretofore granted, prospectively or retroactively, without the consent of any relevant Participant or holder or beneficiary of an Award, provided, however, that no such action shall impair the rights of any affected Participant or holder or beneficiary under any Award theretofore granted under the Plan, except to the extent any such action is made to cause the Plan to comply with applicable law, stock exchange rules and regulations or accounting or tax rules and regulations; and provided further that, except as provided in Section 5(d), no such action shall directly or indirectly, through cancellation and regrant or any other method, reduce, or have the effect of reducing, the exercise price of any Award established at the time of grant thereof and provided further, that the Committee’s authority under this Section 13(b) is limited in the case of Awards subject to Section 9(d), as set forth in Section 9(d).

(c)Except as noted in Section 9(d), the Committee shall be authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of events (including, without limitation, the events described in Section 5(d)) affecting the Company, or the financial statements of the Company, 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.

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(d)The Committee may correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan into effect.

Section 14.  Miscellaneous.

(a)No employee, Participant or other person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of employees, Participants, or holders or beneficiaries of Awards under the Plan.  The terms and conditions of Awards need not be the same with respect to each recipient.

(b)The Company shall be authorized to withhold from any Award granted or 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 or other Awards) of withholding taxes due in respect of an Award, its exercise, or any payment or transfer under such Award or under the Plan and to take such other action (including, without limitation, providing for elective payment of such amounts in cash or Shares by the Participant) as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes.

(c)Nothing contained in the Plan shall prevent the Company from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.

(d)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 Affiliate.  Further, the Company or the applicable Affiliate 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 or in any other agreement binding the parties.  The receipt of any Award under the Plan is not intended to confer any rights on the receiving Participant except as set forth in such Award.

(e)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 so 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.

(f)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 and a Participant or any other person.  To the extent that any person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company.

(g)No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash or other securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.

Section 15.  Effective Date of the Plan.

The Plan shall become effective upon the Distribution.

Section 16.  Term of the Plan.

No Award shall be granted under the Plan after the date of the annual shareholders meeting in the tenth year after the effective date of the Plan.  However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such date, and the authority of the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award, or to waive any conditions or rights under any such Award, and the authority of the Board to amend the Plan, shall extend beyond such date.

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EX-4.4

Exhibit 4.4

BRINK’S HOME SECURITY HOLDINGS, INC.
NON-EMPLOYEE DIRECTORS’ EQUITY PLAN

Section 1.  Purpose.

The purpose of the Brink’s Home Security Holdings, Inc. Non-Employee Directors’ Equity Plan is to attract and retain the services of experienced independent directors for Brink’s Home Security Holdings, Inc. by encouraging them to acquire a proprietary interest in Brink’s Home Security Holdings, Inc. in the form of shares of Brink’s Home Security Holdings, Inc. common stock.  Brink’s Home Security Holdings, Inc. intends the Brink’s Home Security Holdings, Inc. Non-Employee Directors’ Equity Plan to provide those directors with additional incentive to further the best interests of Brink’s Home Security Holdings, Inc. and its shareholders.

Section 2.  Definitions.

As used in the Plan, the following terms shall have the meanings set forth below:

(a)       “Act” shall mean the Securities Exchange Act of 1934, as amended.

(b)      “Affiliate” shall mean (i) any entity that, directly or indirectly, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest, in either case as determined by the Board.

(c)       “Award” shall mean any Option, Stock Appreciation Right, award of Restricted Stock, Other Stock-Based Award, Converted Option or Replacement Deferred Stock Unit granted under the Plan.

(d)      “Award Agreement” shall mean any written agreement, contract or other instrument or document evidencing any Award granted under the Plan, which may, but need not, be executed or acknowledged by a Participant.

(e)       “Beneficiary” shall mean a person or persons entitled to receive payments or other benefits or exercise rights that are available under the Plan in the event of the Participant’s death.

(f)       “Board” shall mean the board of directors of the Company.

(g)      “Change in Control” shall mean the occurrence of:

(i) (A) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which the Shares would be converted into cash, securities or other property other than a consolidation or merger in which holders of the total voting power in the election of directors of the Company of Shares outstanding (exclusive of shares held by the Company’s Affiliates) (the “Total Voting Power”) immediately prior to the consolidation or merger will have the same proportionate ownership of the total voting power in the election of directors of the surviving corporation immediately after the consolidation or merger, or (B) any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all the assets of the Company;

(ii) any “person” (as defined in Section 13(d) of the Act) other than the Company, its Affiliates or an employee benefit plan or trust maintained by the Company or its affiliates, becoming the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of more than 20% of the Total Voting Power; or

(iii) at any time during a period of two consecutive years, individuals who at the beginning of such period constituted the Board ceasing for any reason to constitute at least a majority thereof, unless the election by the Company’s shareholders of each new director during such two-year period was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such two-year period.

(h)      “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(i)        “Company” shall mean Brink’s Home Security Holdings, Inc.

(j)        “Converted Options” shall mean the options to purchase Shares into which stock options that were originally issued under The Brink’s Company Non-Employee Directors’ Stock Option Plan or The Brink’s Company Non-Employee Directors’ Equity Plan are converted pursuant to the EMA Agreement.

(k)       “Distribution” shall mean the consummation of the distribution, on a pro rata basis, by The Brink’s Company to the record holders of The Brink’s Company of all of the outstanding shares of Company stock owned by The Brink’s Company on the date of distribution.

(l)        “EMA Agreement” shall mean the Employee Matters Agreement by and between The Brink’s Company and the Company.

(m)      “Fair Market Value” shall mean with respect to Shares, the average of the high and low quoted sale prices of a share of such common stock on the date in question (or, if there is no reported sale on such date, on the last preceding date on which any reported sale occurred) on the New York Stock Exchange Composite Transactions Tape or with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Board.

(n)      “Non-Qualified Stock Option” shall mean an option representing the right to purchase Shares from the Company, granted under and in accordance with the terms of Section 6.

(o)      “Option” shall mean a Non-Qualified Stock Option.

(p)      “Other Stock-Based Award” shall mean any right granted under Section 9.

(q)      “Participant” shall mean an individual granted an Award under the Plan.

(r)       “Plan” shall mean this Brink’s Home Security Holdings, Inc. Non-Employee Directors’ Equity Plan.

(s)       “Replacement Deferred Stock Units” shall mean the deferred stock units with respect to Shares that replace, pursuant to the EMA Agreement, deferred stock units that were originally issued under The Brink’s Company Non-Employee Directors’ Equity Plan that are forfeited in connection with the Distribution.

(t)       “Restricted Stock” shall mean any Share granted under Section 8.

(u)      “Retirement” shall mean termination of service on or after the date the Participant has attained age 65 and completed at least five years of service on the Board or the board of directors of The Brink’s Company.

(v)      “SAR” or “Stock Appreciation Right” shall mean any right granted to a Participant pursuant to Section 7 to receive, upon exercise by the Participant, the excess of (i) the Fair Market Value of one Share on the date of exercise or at any time during a specified period before the date of exercise over (ii) the grant price of the right on the date of grant, or if granted in connection with an outstanding Option on the date of grant of the related Option, as specified by the Board in its sole discretion, which, except in connection with an adjustment provided in Section 5(d), shall not be less than the Fair Market Value of one Share on such date of grant of the right or the related Option, as the case may be.

(w)      “Shares” shall mean shares of the common stock of the Company.

(x)       “Subsidiary” shall mean any corporation of which stock representing at least 50% of the ordinary voting power is owned, directly or indirectly, by the Company.

Section 3.  Eligibility.  Members of the Board who are not full-time or part-time officers or employees of the Company or any of its Subsidiaries shall be eligible to receive Awards hereunder.

Section 4.  Administration.

(a)        The Plan shall be administered by the Board.  The Board may issue rules and regulations for administration of the Plan.  The Board shall meet at such times and places as it may determine.

(b)        Subject to the terms of the Plan and applicable law, the Board shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to each Participant under the Plan; (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, or other Awards, or canceled, forfeited or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Board; (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 Board deems necessary or desirable for the administration of the Plan.

(c)        All decisions of the Board shall be final, conclusive and binding upon all parties, including the Company, the shareholders and the Participants.

Section 5.  Shares Available for Awards.

(a)        Subject to adjustment as provided below, the number of Shares available for issuance under the Plan shall be equal to the sum of (i) 500,000, (ii) the aggregate number of Shares subject to the Converted Options and (iii) the aggregate number of Shares subject to the Replacement Deferred Stock Units.  Any Shares covered by an Award other than Options, SARs, Converted Options and Replacement Deferred Stock Units shall be counted against this limit as 2 Shares for every one Share covered by the Award.  In addition, each SAR shall be counted against this limit as one Share, regardless of whether a Share is used to settle the SAR upon exercise.

(b)        If, after the effective date of the Plan, any Shares covered by an Award (including Converted Options and Replacement Deferred Stock Units), or to which such an Award relates, are forfeited, or if such an Award otherwise terminates without the delivery of Shares or of other consideration, then the Shares covered by such Award, or to which such Award relates, to the extent of any such forfeiture or termination, shall again be, or shall become, available for issuance under the Plan.

(c)        Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or Shares acquired by the Company.

(d)        In the event that the Board shall determine that any dividend or other distribution (whether in the form of cash, Shares or other securities), 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 Board to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Board shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities) which thereafter may be made the subject of Awards, including the aggregate limit specified in Section 5(a), (ii) the number and type of Shares (or other securities) subject to outstanding Awards, and (iii) the grant, purchase, 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, however, that the number of Shares subject to any Award denominated in Shares shall always be a whole number.

(e)        Effective as of the Distribution, the Converted Options shall become obligations of the Company under the Plan, and the Company shall assume all liabilities and responsibilities with respect thereto, in each case as provided in the EMA Agreement.  Effective as of the Distribution, the Replacement Deferred Stock Units shall be granted under the Plan in replacement of the deferred stock units that were originally issued under The Brink’s Company Non-Employee Directors’ Equity Plan that are forfeited in connection with the Distribution, as provided in the EMA Agreement.  Notwithstanding anything to the contrary, the terms and conditions applicable to the Converted Options and the Replacement Deferred Stock Units shall be as specified in the EMA Agreement.

Section 6.  Options.

The Board is hereby authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Board shall determine:

(a)        The purchase price per Share under an Option shall be determined by the Board; provided, however, that such purchase price shall not be less than the Fair Market Value of a Share on the date of grant of such Option.

(b)        The term of each Option shall be fixed by the Board but shall not exceed 6 years from the date of grant thereof.

(c)        The Board shall determine the time or times at which an Option may be exercised in whole or in part; provided, however, that, except in the event of a Change in Control, an Option shall not be exercisable before the expiration of six months from the date the Option is granted.

(d)        The Board shall determine the method or methods by which, and the form or forms, including, without limitation, cash, Shares, other Awards, 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 to Awards may be made or deemed to have been made.

(e)        Options shall not be granted under the Plan in consideration for and shall not be conditioned upon the delivery of Shares to the Company in payment of the exercise price and/or tax withholding obligation under any other stock option.

(f)         Section 10 sets forth certain additional provisions that shall apply to Options.

Section 7.  Stock Appreciation Rights.

(a)        The Board is hereby authorized to grant Stock Appreciation Rights (“SARs”) to Participants with terms and conditions as the Board shall determine not inconsistent with the provisions of the Plan.

(b)        SARs may be granted hereunder to Participants either alone (“freestanding”) or in addition to other Awards granted under the Plan (“tandem”) and may, but need not, relate to a specific Option granted under Section 6.

(c)        Any tandem SAR related to an Option may be granted at the same time such Option is granted or at any time thereafter before exercise or expiration of such Option.  In the case of any tandem SAR related to any Option, the SAR or applicable portion thereof shall not be exercisable until the related Option or applicable portion thereof is exercisable and shall terminate and no longer be exercisable upon the termination or exercise of the related Option, except that a SAR granted with respect to less than the full number of Shares covered by a related Option shall not be reduced until the exercise or termination of the related Option exceeds the number of Shares not covered by the SAR.  Any Option related to any tandem SAR shall no longer be exercisable to the extent the related SAR has been exercised.

(d)        A freestanding SAR shall not have a term of greater than 6 years or an exercise price less than 100% of Fair Market Value of a Share on the date of grant and, except in the event of a Change in Control, shall not be exercisable before the expiration of six months from the date the SAR is granted.

(e)        Section 10 sets forth certain additional provisions that shall apply to SARs.

Section 8.  Restricted Stock.

(a)        The Board is hereby authorized to grant Awards of Restricted Stock to Participants.

(b)        Shares of Restricted Stock shall be subject to such restrictions as the Board may impose (including, without limitation, any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other right), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Board may deem appropriate; provided, however, that subject to Section 11(g), Restricted Stock shall have a vesting period of not less than six months.

(c)        Any Share of Restricted Stock granted under the Plan may be evidenced in such manner as the Board may deem appropriate including, without limitation, book-entry registration or issuance of a stock certificate or certificates.  In the event any stock certificate is issued in respect of Shares of Restricted Stock granted under the Plan, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock.

(d)        The Board may in its discretion, when it finds that a waiver would be in the best interests of the Company, waive in whole or in part any or all restrictions with respect to Shares of Restricted Stock; provided, that the Board may not waive the restriction in the proviso of Section 8(b).

(e)        Section 10 sets forth certain additional provisions that shall apply to Restricted Stock.

Section 9.  Other Stock-Based Awards.

The Board is hereby authorized to grant to Participants such other Awards (including, without limitation, rights to dividends and dividend equivalents) that are 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 Board to be consistent with the purposes of the Plan.  Subject to the terms of the Plan, the Board shall determine the terms and conditions of such Awards.  Shares or other securities delivered pursuant to a purchase right granted under this Section 9 shall be purchased for such consideration, which may be paid by such method or methods and in such form or forms, including, without limitation, cash, Shares, other securities, other Awards, or any combination thereof, as the Board shall determine, the value of which consideration, as established by the Board, shall not be less than the Fair Market Value of such Shares or other securities as of the date such purchase right is granted.

Section 10.  Effect of Termination of Service on Awards.

Except as otherwise provided by the Board at the time an Option, SAR, or Award of Restricted Stock is granted or in any amendment thereto, if a Participant ceases to serve as a member of the Board, then:

(a)        with respect to an Option or SAR:

(i)        subject to Section 10(a)(ii), if termination of service is by reason of the Participant’s permanent and total disability or by reason of the Participant’s Retirement, each Option or SAR held by the Participant shall continue to remain outstanding and shall become or remain exercisable and in full force and effect in accordance with its terms until the expiration date of the Award;

(ii)       if termination of such service is by reason of the death of the Participant, or if the Participant dies after permanent and total disability or after the Participant’s Retirement as referred to in

Section 10(a)(i), each Option or SAR held by the Participant shall become fully exercisable at the time of the Participant’s death and may be exercised by the Participant’s Beneficiary at any time within a period of three years after death (but not after the expiration date of the Award);

(iii)      if termination of such service is for any reason other than as provided in Section 10(a)(i) or (ii), each Option or SAR held by the Participant shall continue to remain outstanding and shall become or remain exercisable and in full force and effect in accordance with its terms until the first anniversary of such termination of service (but not after the expiration date of such Award);

(b)        with respect to Restricted Stock:

(i)        subject to Section 10(b)(ii), if termination of service is by reason of the Participant’s permanent and total disability, each Restricted Stock Award held by the Participant shall continue to remain outstanding and in full force and effect and any restrictions with respect to such Restricted Stock Award shall lapse in accordance with the terms of the Award;

(ii)       if termination of service is by reason of the Participant’s death, or if the Participant dies after permanent and total disability as referred to in Section 10(b)(i), any and all restrictions with respect to each Restricted Stock Award held by the Participant shall lapse at the time of the Participant’s death;

(iii)      if termination of service is for any reason other than as provided in Section 10(b)(i) or (b)(ii), any Restricted Stock Award held by the Participant that remains subject to restrictions shall be canceled as of such termination of service and shall have no further force or effect.

Section 11.  General Provisions Applicable to Awards.

(a)        Awards shall be granted for no cash consideration or for such minimal cash consideration as may be required by applicable law.

(b)        Awards may, in the discretion of the Board, be granted either alone or in addition to or in tandem with any other Award or any award granted under any other plan of the Company.  Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company, may be granted either at the same time as or at a different time from the grant of such other Awards or awards.

(c)        Subject to the terms of the Plan, payments or transfers to be made by the Company upon the grant, exercise or payment of an Award may be made in the form of cash, Shares, other securities or other Awards, or any combination thereof, as determined by the Board in its discretion at the time of grant, 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 Board.  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.

(d)        No Award and no right under any Award shall be assignable, alienable, saleable or transferable by a Participant otherwise than by will or pursuant to Section 11(e).  Each Award, and each right under any Award, shall be exercisable during the Participant’s lifetime only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative.  The provisions of this paragraph shall not apply to any Award which has been fully exercised, earned or paid, as the case may be, and shall not preclude forfeiture of an Award in accordance with the terms thereof.

(e)        A Participant may designate a Beneficiary or change a previous beneficiary designation at such times prescribed by the Board by using forms and following procedures approved or accepted by the Board for that purpose.  If no Beneficiary designated by the Participant is eligible to receive payments or other benefits or exercise rights that are available under the Plan at the Participant’s death, the Beneficiary shall be the Participant’s estate.

(f)         All certificates for Shares or other securities 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 Board may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares or other securities are then listed, and any applicable Federal or state securities laws, and the Board may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(g)        Unless specifically provided to the contrary in any Award Agreement, upon a Change in Control, all Awards shall become fully exercisable, shall vest and shall be settled, as applicable, and any restrictions applicable to any Award shall automatically lapse.

Section 12.  Amendments and Termination.

(a)        Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan, the Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) shareholder approval if such approval is required by the listing company rules of the New York Stock Exchange or (ii) the consent of the affected Participant, if such action would adversely affect the rights of such Participant under any outstanding Award, except to the extent any such amendment, alteration, suspension, discontinuance or termination is made to cause the Plan to comply with applicable law, stock exchange rules and regulations or accounting or tax rules and regulations.  Notwithstanding anything to the contrary herein, the Board may amend the Plan in such manner as may be necessary to enable the Plan to achieve its stated purposes in any jurisdiction in a tax-efficient manner and in compliance with local rules and regulations.

(b)        The Board may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate, any Award theretofore granted, prospectively or retroactively, without the consent of any relevant Participant or holder or beneficiary of an Award, provided, however, that no such action shall impair the rights of any affected Participant or holder or beneficiary under any Award theretofore granted under the Plan, except to the extent any such action is made to cause the Plan to comply with applicable law, stock exchange rules and regulations or accounting or tax rules and regulations; and provided further that, except as provided in Section 5(d), no such action shall directly or indirectly, through cancellation and regrant or any other method, reduce, or have the effect of reducing, the exercise price of any Award established at the time of grant thereof.

(c)        The Board shall be authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of events (including, without limitation, the events described in Section 5(d)) affecting the Company, or the financial statements of the Company, or of changes in applicable laws, regulations or accounting principles, whenever the Board 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.

(d)        The Board may correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan into effect.

Section 13.  Miscellaneous.

(a)        No Participant or other person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards under the Plan.  The terms and conditions of Awards need not be the same with respect to each recipient.

(b)        The Company shall be authorized to withhold from any Award granted or 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 or other Awards) of withholding taxes due in respect of an Award, its exercise, or any payment or transfer under such Award or under the Plan and to take such other action (including, without limitation, providing for elective payment of such amounts in cash or Shares by the Participant) as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes.

(c)        Nothing contained in the Plan shall prevent the Company from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.

(d)        The grant of an Award shall not be construed as giving a Participant the right to be retained in the service of the Board or the Company.  The receipt of any Award under the Plan is not intended to confer any rights on the receiving Participant except as set forth in such Award.

(e)        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 Board, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Board, 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.

(f)         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 and a Participant or any other person.  To the extent that any person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company.

(g)        No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Board shall determine whether cash or other securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.

Section 14.  Effective Date of the Plan.

The Plan shall become effective upon the Distribution.

Section 15.  Term of the Plan.

No Award shall be granted under the Plan after the date of the annual shareholders meeting in the tenth year after the effective date of the Plan.  However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such date, and the authority of the Board to amend, alter, adjust, suspend, discontinue, or terminate any such Award, or to waive any conditions or rights under any such Award, and the authority of the Board to amend the Plan, shall extend beyond such date.

EX-5.1

Exhibit 5.1

Tyco International Ltd.

Freier Platz 10

CH-8200 Schaffhausen

Switzerland

Zurich, 14 May 2010

Tyco International Ltd.

Dear Sirs,

We have acted as Swiss counsel to Tyco International Ltd., a company limited by shares (the “Company”), in connection with the issuance of registered shares out of conditional capital pursuant to its Articles of Association.

This opinion is being rendered at the request of the Company in connection with the Registration Statement on Form S-8 filed with the U.S. Securities and Exchange Commission on or about 14 May 2010 (the “Form S-8”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the United States Securities Act of 1933, as amended, of registered shares in the Company, each share currently having a par value of CHF 7.60 (the “Shares”), which may be issued from time to time under the Plans (as defined below).

We understand that by virtue of the terms of an agreement and plan of merger dated as of January 18, 2010 (the “Merger Agreement”), by and among Tyco International Ltd, Brink’s Home Security Holdings, Inc., (“BHS”),  Barricade Merger Sub, Inc., and, solely for the purposes stated therein, ADT Security Services, Inc., upon the effective time of the merger contemplated thereby, the Company assumed (i) the Brink’s Home Security Holdings, Inc. 2008 Equity Incentive Plan and (ii) the Brink’s Home Security Holdings, Inc. Non-Employee Directors’ Equity Plan (together, the “Plans” and each individually, a “Plan”).

I.DOCUMENTS

For purposes of rendering this opinion, we have examined and relied on the following documents:

a)an excerpt from the register of commerce of the Canton Schaffhausen Commercial Register of the Canton of Schaffhausen in respect of the Company, certified by such Commercial Register to be up-to-date as of 12 May 2010 (the “Excerpt”);

b)a copy of the public deed regarding the special general meeting of the Company dated 12 March 2009 (the “Public Deed”);

c)articles of association of the Company dated 11 May 2010 as filed with the register of commerce in Schaffhausen, Switzerland (“Articles of Association”); and

The documents referred to a) to c) are referred to together as the “Documents”.

We have further examined such other records, documents and other instruments as we have deemed necessary or advisable for the purposes of rendering this opinion.

II.ASSUMPTIONS

In giving this opinion, we have assumed that:

a)all Documents submitted to us as copies are complete and conform to their originals and such originals are authentic;

b)all signatures on the Documents are genuine;

c)no bankruptcy, reorganization, liquidation or similar proceedings is or are pending or were initiated against the Company outside Switzerland, no litigation, administrative or other proceeding of or before any non-Swiss governmental authority is pending against the Company outside Switzerland and that the Company has not passed a voluntary winding-up resolution, no petition has been presented or order been made by a court for the winding-up, dissolution, composition or administration of the Company and no receiver, trustee, administrator or similar officer has been appointed in relation to the Company or any of its assets or revenues outside Switzerland;

d)the legal capacity, power and authority of each of the parties (other than the Company) to enter into and perform its obligations under the Plans as well as the due authorization, execution and delivery of the Plans or any document thereunder by each of the parties thereto

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(including the Company) and that all consents or approvals from and filings, registrations and notifications with or to all governmental authorities (other than in Switzerland) required in connection with the execution, delivery and performance of the Plans have been obtained or made and are in full force and effect;

e)the Plans are in full force and effect, have not been rescinded, either in whole or in part, by the Board of Directors of the Company and that there is no matter affecting the authority of the Directors to approve the adoption or assumption of the Plans and filing of the Registration Statement which would have any adverse implication in relation to the opinions expressed herein.

f)the Plans constitute legal, valid, binding and enforceable obligations of the Company under the governing law;

g)all authorizations, approvals, consents, licenses, exemptions and other requirements, other than those required under the laws of Switzerland, for the legality, validity and enforceability of the Plans have been duly obtained and are and will remain in full force and effect;

h)the exercise of the options under the Plans will be conducted in writing in the manner described in the Plans;

i)the exercise price of any option granted is at least the current par value of CHF 7.60 per share and is paid by the option holder to the Company;

j)at the time of any issuance of Shares under any Plan, the Company will have according to article 6 para. 1 of the Articles of Association sufficient conditional share capital to issue the required number of new shares of the Company to be delivered to option holders exercising options granted under the Plans; and

k)(i) the requisite reports of the Company’s auditors according to Article 653f of the Swiss Code of Obligations (the “CO”), (ii) the amendments of the Articles of Association according to article 653g CO, and (iii) the entry of the share capital increase into the Commercial Register of the Canton of Schaffhausen will be given or made.

III.OPINIONS

On the basis of the foregoing and subject to the qualifications hereinafter set forth, we express the following opinions:

a)The Company has been registered in the register of commerce of the Canton Schaffhausen pursuant to art. 161 SIPL as Swiss share corporation (Aktiengesellschaft) according to article 620 et seq. CO and is

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duly incorporated and validly existing as a share corporation under the laws of Switzerland with a share capital of CHF 3’909’828’747.60 divided in 514’451’151 common shares (Namenaktien) with a par value of CHF 7.60 each, having unlimited corporate existence and the capacity to carry out its business, to own its property and to sue and to be sued in its own name.

b)The Shares when issued and paid for in accordance with the Articles of Association and, provided the issue price for such Shares has been fully paid in, will be validly issued, fully paid-in and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).

IV.QUALIFICATIONS

This opinion is subject to the following qualifications:

This opinion is limited to matters of Swiss law as in force on the date hereof and as applied and construed by the courts of Switzerland. We have not investigated the laws of any jurisdiction other than Switzerland, any representations and warranties made by the parties to the Plans or any matters of fact.

The opinion set forth herein is limited to the matters specifically addressed herein, and no other opinion or opinions are expressed or may be implied or inferred.

In this opinion, Swiss legal concepts are expressed in English terms and not in their original terms. The concepts concerned may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions. This opinion may, therefore, only be relied upon subject to the reservation that any issues of interpretation or liability arising hereunder will be governed by Swiss law and be brought before a Swiss court.

We assume no obligation to advise you of any changes to this opinion that may come to our attention after the date hereof. This opinion is exclusively addressed to the addressee for their own use and benefit and may not be relied upon by any other persons or copies distributed to any other person. We consent to the filing of this opinion as an exhibit to the Form S-8.  In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the United States Securities Act of 1933, as amended or the rules and regulations of the U.S. Securities and Exchange Commission.

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Very truly yours,

/s/ Matthias Staehelin

Matthias Staehelin

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated November 16, 2009, relating to (i) the consolidated financial statements and financial statement schedule of Tyco International Ltd. and subsidiaries (the “Company”) (which report expresses an unqualified opinion and includes explanatory paragraphs relating to the adoption of new accounting principles and a change in the depreciation method and estimated useful life for pooled subscriber system assets and related deferred revenue) and (ii) the effectiveness of the Company’s internal control over financial reporting (which report expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting) appearing in the Annual Report on Form 10-K of the Company for the year ended September 25, 2009.

/s/ DELOITTE & TOUCHE LLP

New York, New York
May 14, 2010

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below, being directors or officers of Tyco International Ltd. (the “Company”), hereby constitutes and appoints Edward D. Breen, Chairman of the Board and Chief Executive Officer, Christopher J. Coughlin, Executive Vice President and Chief Financial Officer of the Company, Judith A. Reinsdorf, Executive Vice President and General Counsel of the Company, and John S. Jenkins, Vice President and Corporate Secretary of the Company, and each of them, his or her true and lawful attorney–in–fact, as agent with full power of substitution and resubstitution for him or her or in his or her name, place and stead, in any and all capacities to sign, or cause to be signed electronically, and file with the Securities and Exchange Commission (the “SEC”), one or more Registration Statements on Form S–8, and any amendments, subsequent registration statements or supplements thereto under the Securities Act of 1933, as amended, with respect to the offering of securities in connection with the proposed transaction with Broadview Home Security Holdings, Inc., and, with respect to Registration Statements on Form S-8 that the Company currently has on file (nos. 333-33999, 333-34001, 333-48476, 333-54692, 333-62496, 333-69323, 333-74397, 333-75037, 333-75713, 333-80391, 333-90345, 333-93261 and 333-107488) to make any amendment thereto, or to deregister any securities registered thereunder, and with respect to any Registration Statement of the Company described above (or any deregistration), to file (i) such registration statement with all exhibits thereto and other documents in connection therewith, (ii) any and all amendments, post–effective amendments and supplements thereto and (iii) any and all applications or other documents pertaining to such securities or such registration or deregistration, granting unto such attorney–in–fact and agent 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 and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys–in–fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be signed in any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one Power of Attorney.

Name	Title	Date
/s/ Edward D. Breen	Chairman of the Board and Chief Executive Officer	February 1, 2010
Edward D. Breen
/s/ Timothy M. Donahue	Director	January 25, 2010
Timothy M. Donahue
/s/ Brian Duperreault	Director	February 1, 2010
Brian Duperreault
/s/ Bruce S. Gordon	Director	February 1, 2010
Bruce S. Gordon
/s/ Rajiv L. Gupta	Director	February 1, 2010
Rajiv L. Gupta

Name	Title	Date
/s/ John A. Krol	Director	February 1, 2010
John A. Krol
/s/ Brendan R. O’Neill	Director	February 1, 2010
Brendan R. O’Neill
/s/ William S. Stavropoulos	Director	January 27, 2010
William S. Stavropoulos
/s/ Sandra S. Wijnberg	Director	February 1, 2010
Sandra S. Wijnberg
/s/ Jerome B. York	Director	February 1, 2010
Jerome B. York
/s/ R. David Yost	Director	January 26, 2010
R. David Yost