8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 8, 2010

TYCO INTERNATIONAL LTD.

(Exact Name of Registrant as Specified in its Charter)

Switzerland	98-0390500
(Jurisdiction of Incorporation)	(IRS Employer Identification Number)

001-13836

(Commission File Number)

Freier Platz 10

CH-8200 Schaffhausen, Switzerland

(Address of Principal Executive Offices, including Zip Code)

41-52-633-02-44

(Registrant’s Telephone Number, including Area Code)

Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2 (b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 8, 2010, Frank S. Sklarsky, age 53, accepted an offer from Tyco International, Ltd. (the “Company”) to become the Executive Vice President and Chief Financial Officer of the Company, effective as of the close of business on December 1, 2010.  Concurrent with Mr. Sklarsky’s acceptance, Christopher J. Coughlin notified the Company that he will resign from his position as Executive Vice President and Chief Financial Officer of the Company, effective on the close of business on December 1, 2010, and will advise the company on certain projects until his retirement in 2011.

Since November 2006, Mr. Sklarsky has been the Executive Vice President and Chief Financial Officer of Eastman Kodak Company, a company that develops, manufactures and markets traditional and digital imaging products, services and solutions.  From 2004 to 2006, Mr. Sklarsky served as Executive Vice President and Chief Financial Officer at ConAgra Foods, Inc., one of North America’s leading packaged food companies. Earlier in his career, he spent 20 years with Chrysler in a series of senior financial leadership roles. Mr. Sklarsky has also served in other executive finance positions with Dell, Inc. and started his career with Ernst & Young.  Mr. Sklarsky earned his M.B.A. from Harvard University in 1983 and his Bachelors of Science, in Accounting, from Rochester Institute of Technology in 1978, where he serves as a member of the Board of Trustees.  He is also a Certified Public Accountant.

The Company issued a press release on October 12, 2010, announcing the appointment of Mr. Sklarsky in his new role. A copy of the press release is furnished as Exhibit 99.1 to this report.

The terms of Mr. Sklarsky’s offer letter dated October 1, 2010 (the “Offer Letter”) provides that Mr. Sklarsky will be employed by the Company “at will” and contains the following additional terms:

1.he will receive an annual base salary of $700,000;

2.he will be eligible to earn annual incentive compensation, with a potential target for fiscal year 2011 of $700,000;

3.he will be eligible to participate in the Company’s annual long-term incentive program.  For fiscal 2011, Mr. Sklarsky will receive equity awards with a grant date fair value of $2,000,000, which will be split between stock options (40%), performance share units (40%) and restricted stock units (20%).  The stock options and restricted stock units will vest in equal annual installments over a four year period.  The equity awards will be governed by the standard terms and conditions that apply under the Company’s 2004 Stock and Incentive Plan;

4.he will receive a sign-on bonus of $500,000, which will be subject to repayment if Mr. Sklarsky voluntarily terminates employment prior to the one year anniversary of his start date;

5.he will receive a one-time sign-on grant of (i) restricted stock units with a grant date fair value of $1,500,000 that will vest in equal annual installments over a three year period and (ii) restricted stock units with a grant date fair value of $375,000 that will vest on the third anniversary of the grant date.  The equity awards will be governed by the standard terms and conditions that apply under the Company’s 2004 Stock and Incentive Plan;

6.he will be eligible to participate in the Company’s flexible perquisite program, which will provide him with an annual sum of $70,000 paid in four quarterly installments to be applied at his discretion towards various eligible expenses;

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7.he will be entitled to participate in the employee benefit plans that the Company customarily makes available to its executives, including participation in the Company’s defined contribution retirement plans, medical and dental plans, and severance plans.

A copy of the Offer Letter is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Offer Letter is subject to, and qualified in its entirety by, the Offer Letter.

Item 9.01.  Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
10.1	Offer Letter dated October 1, 2010 addressed to Frank S. Sklarsky.
99.1	Press Release dated October 12, 2010 regarding Frank S. Sklarsky accepting the position of executive vice president and chief financial officer.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TYCO INTERNATIONAL LTD.
	(Registrant)
	By:	/s/ John S. Jenkins
		John S. Jenkins, Jr.
		Vice-President and Corporate Secretary
Date: October 12, 2010

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EX-10.1

Exhibit 10.1

October 1, 2010

Mr. Frank S. Sklarsky

Dear Frank:

I am pleased to offer you a position as Executive Vice President and Chief Financial Officer, reporting directly to me.  Your employment will begin on a mutually agreeable start date.  This position will be located in Princeton, New Jersey.  Your compensation and benefits are described below.

Compensation

You will receive an annual salary of $700,000.  Your salary will be paid monthly, in the month that it is earned. In addition to your base salary, you will be eligible to participate in the Company’s short-term performance bonus and long-term incentive programs.

Under the short-term performance bonus program, you will have the opportunity to earn a target award of 100% of your salary and you can earn a maximum bonus award of up to 200% of your base salary. Determination of award levels will be based on the Company’s financial performance and your individual contribution.  For purposes of fiscal year 2011, your bonus will be determined as if you were employed by Tyco as of the start of the fiscal year, which commenced on September 27, 2010, rather than your actual start date.

You are eligible to participate in the annual long-term incentive program that the Company makes available to other executives in similar roles.  For fiscal year 2011, you will receive a recommended grant value of $2,000,000 which will be split between stock options (40%), performance share units (40%), and restricted stock units (20%). Stock options and restricted stock units vest equally over a four year period on the anniversary date of the grant. The number of performance units earned will be determined at the end of three years and can range from 0% to 200% of the target number of shares granted. The grant date of this award will be the day of the next meeting of the Compensation and Human Resources Committee of the Tyco Board of Directors following your start date at Tyco International.  You will receive more information about your awards, detailing the terms and conditions, after they have been granted.

Sign-on Compensation

Additionally, in consideration for your annual incentive bonus forfeited at your previous employer, you will receive a cash sign-on bonus of $500,000 to be paid as soon as administratively possible after your employment start date.  Should you voluntarily terminate

your employment within one year of your start date, you will be required to repay this one-time bonus in full.

You will be eligible to receive a one-time sign-on restricted unit grant value of $1,500,000, intended to replace the value of unvested restricted stock forfeited at your previous employer.  These restricted stock units vest equally over a three year period on the anniversary date of the grant. You will also be eligible to receive a one-time sign-on restricted unit grant value of $375,000, intended to replace the forfeited value of your supplemental pension at your previous employer. Restrictions on these units will lapse at the end of three years. The grant date of these awards will be the day of the next meeting of the Compensation and Human Resources Committee of the Tyco Board of Directors following your start date at Tyco International.  You will receive more information about your awards, detailing the terms and conditions, after they have been granted.

Flexible Perquisite Program

You will also be eligible to participate in the Flexible Perquisites Plan, which allows for an annual sum paid in four installments that can be used at the discretion of the participant to apply to various eligible expenses.  Your eligibility will begin with the first full quarter after start date.  Allowances are set at 10% of base annual salary, capped at $70,000 annually, less applicable taxes.  Examples of eligible expenses covered under this plan are car leases, car payments or auto insurance, financial and estate planning, club memberships, executive physicals and income tax preparation.

Benefits

You will also be entitled to all employee benefits that Tyco International customarily makes available to employees in positions comparable to yours.  Specifically, you will be eligible to participate in the following:

·Tyco Retirement Savings and Investment Plan — This 401(k) plan provides for retirement savings through employee contributions and a generous five-to-one company matching contribution on the first one percent of eligible compensation that you contribute.  Catch up contributions are also allowed for participants who qualify, but are not matched by Tyco.  An enrollment package will be mailed to you in the next few weeks.

·Tyco Supplemental Savings and Retirement Plan — In addition to the 401(k) plan, Tyco also offers you another opportunity to save money on a tax-deferred basis.  Under this non-qualified program, you can defer up to 50% of your base salary.  While you will not be eligible to enroll in this plan for the remainder of 2010, you will be eligible to enroll for 2011.  You will have until December 16, 2010 to enroll for 2011. A plan brochure will be mailed to you in the next few weeks. If you participate in this plan, you will receive company matching credits equal to the matching percentage rate you would be eligible to receive under the 401(k).  If you choose not to participate, you will still receive company credits to this plan on any eligible compensation during the year that exceeds the IRS compensation limit (expected to be $245,000 for 2011).  This plan also allows participants to defer all or a portion of their performance based bonus, but only if

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the deferral election is made prior to the start of the year in which the bonus is earned.  Since your employment start date will be after the 2011 fiscal year has commenced, you will not be eligible to defer your 2011 bonus.  You will be given an opportunity to defer your 2012 bonus during next year’s enrollment period (anticipated to be during September 2011).

·Tyco Medical and/or Dental Plans — You will be eligible to participate on a contributory basis 31 days after your employment start date.  You will be given information about the enrollment process during your new hire orientation.  Benefit programs are reviewed annually and changes in plan design and/or employee contributions are the norm and communicated in advance of any changes.  Please refer to the Tyco Benefits summary booklet called “For Your Benefit”, found in the new hire kit under tab Your Health & Welfare Benefits for detailed information on US benefits offerings.

·Tyco International Change in Control Severance Plan for Certain U.S. Officers and Executives (“CIC Plan”) — In the event of involuntary termination of your employment or termination by you for Good Reason (as defined in the CIC Plan) in connection with a Change in Control, you will be eligible for such benefits as may be provided under the terms of the CIC Plan.

·Tyco International Severance Plan for U.S. Officers and Executives (“Severance Plan”) — In the event of a qualifying termination of your employment under this plan, you will be eligible for such benefits as may be provided under the terms of the Severance Plan.

·Vacation — You will be eligible for four (4) weeks of vacation

Relocation

The Company will provide you with a relocation package.  In addition to the standard relocation plan, you will be eligible to receive up to an additional 8 months of temporary living in the Princeton area, as well and commuting expenses between Princeton and your home in New York. Commuting trips eligible for reimbursement will be limited to 4 per month. Both the additional temporary living and commuting expenses will be taxable income to you.

Conditions of Employment

Your employment will be conditioned upon your execution of and ongoing compliance with the Company’s Confidentiality and Development Agreement and the Guide to Ethical Conduct that are enclosed; and any other applicable Company policies.  Please return one original signed copy of this letter along with all necessary forms referenced in your Welcome Letter to:  Sherry Smith, Recruiting Coordinator, Tyco International, 9 Roszel Road, Princeton, NJ 08540, as soon as possible.

Confidentiality, Non-Competition, Non-Solicitation

Because you will be performing services for the Company of a unique and irreplaceable nature, your performance of services to a competing business that could lead to disclosure of business

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confidential or propriety information as to which you have had access would result in irreparable harm to the Company.  Accordingly, by accepting this employment offer, you agree that during your employment and for the one year period thereafter, you will not, directly or indirectly, own, manage, operate, control, or provide services to or be employed by any person or entity engaged in any business of the same type as any business in which the Company or any of its subsidiaries or affiliates is engaged (or have proposed to be engaged) on the date of termination if such disclosure could result.  It is understood, however, that ownership of one percent of the total shares of all classes of stock outstanding of any publicly held entity engaged in such business and rendering of services to charitable organizations, as such term is define in Section 501(c) of the Code, shall not be considered to violate this non-competition provision.

By your acceptance of this employment offer, you also agree that during your employment with the Company and for the one year period thereafter, you will not, directly or indirectly, on your own behalf or on behalf of another, solicit, aid or induce any managerial level employee of the Company or any of its subsidiaries or affiliates to leave such employment in order to accept employment with or render services to another person or entity or solicit, air or induce any customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person or entity (or assist or aid any other persons or entity in identifying or soliciting any such customer).

The invalidity or unenforceability of any provision indicated herein will not affect the validity or enforceability of the other provisions, which will remain in full force and effect.  Moreover, if any provision is found to be excessively broad in duration, scope or covered activity, the provision will be construed so as to be enforceable to the maximum extent compatible with applicable law. The validity, interpretation, construction and performance of these provisions shall be governed by the laws of the state of New Jersey without reference to principles of conflicts of laws that would direct the application of the law of any other jurisdiction. The Company reserves all rights to seek any and all remedies and damages permitted under law, including, but not limited to, injunctive relief, equitable relief and compensatory damages.

Other Conditions of Employment

In addition, the conditions of this letter are contingent upon the following, which will be sent under separate cover:

·Successful completion of a drug test.  A Chain of Custody Form and instructions to set up an appointment at a collection site are included in your new hire package.  The Company shall maintain the confidentiality of the results of the drug testing.

·Completion of an acceptable background check.  Please complete and return the enclosed employment application, written consent and disclosure form, and reference forms so that we may conduct the background check expeditiously.

·Documentation of your identity and unrestricted legal authority to work in the United States.  You will be required to complete the employee portion of the enclosed I-9 documentation as well as other documents within 3 business days of your hire date to satisfy those requirements.  Please note that this is a legal requirement under federal immigration laws.

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Frank, I am excited about the possibility of your joining the Tyco International leadership team and I look forward to the opportunity to work with you.  Please sign below to signify your acceptance of our offer of employment and its terms.  Should you have any questions with regard to any of the items indicated above, please call me.

Sincerely,

/s/ Ed Breen

Ed Breen

ACCEPTED:
/s/ Frank S. Sklarsky	10/8/10
Frank S. Sklarksy	Date

cc:       Laurie Siegel

Employees have the right to terminate their employment at any time with or without cause or notice, and the Company reserves for itself an equal right.  We both agree that any dispute arising with respect to your employment, the termination of that employment, or a breach of any covenant of good faith and fair dealing related to your employment, shall be settled exclusively through arbitration.  This document sets forth the entire agreement with respect to your employment.  The terms of this offer may only be changed by written agreement, although the Company may from time to time, in its sole discretion, adjust the salaries and benefits paid to you and its other employees.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contacts:	News Media	Investor Relations
	Paul Fitzhenry	Antonella Franzen
	609-720-4261	609-720-4665

Tyco International Names Frank S. Sklarsky

Executive Vice President and Chief Financial Officer

Sklarsky to Succeed Christopher J. Coughlin Who Plans Retirement

SCHAFFHAUSEN, Switzerland, October 12, 2010 — Tyco International Ltd. (NYSE: TYC) today announced that Frank S. Sklarsky, 53, is joining the company as Executive Vice President and Chief Financial Officer, effective December 1, 2010.  In this role, he succeeds Christopher J. Coughlin, 58, who will advise the company on certain projects until his retirement in 2011. Coughlin has served as Tyco’s Executive Vice President and Chief Financial Officer since 2005.

“Frank is an exceptional addition to our management team,” said Ed Breen, Tyco Chairman and Chief Executive Officer.  “He brings to our company a wealth of financial leadership experience at major public companies and a proven track record of helping these companies strengthen their operational focus and financial discipline.  This experience will be invaluable as we continue to pursue our strategy to advance our leadership position in our three core businesses, to enhance our operating efficiency, and to maintain our strong balance sheet and cash flows.”

Breen continued, “We thank Chris for the tremendous contributions he has made to Tyco during a period of significant transition and change for our company over the last five years.  He played a central role in the complex separation of Tyco into three independent, public companies in 2007 and helped Tyco International remain a financially strong and focused company through the economic downturn.  More recently, Chris has provided financial leadership around our acquisition of Broadview Security and the decision to pursue the spinoff of our Electrical & Metal Products business.  These actions have provided us with a strong foundation from which to build going forward.”

Sklarsky joins Tyco from Eastman Kodak Company where he has served as Executive Vice President and Chief Financial Officer for the past four years.  During his tenure, he has led initiatives around significantly improving cash flow performance, driving capital spending and working capital efficiency, dramatically reducing administrative and operational costs, restructuring the balance sheet and communicating with external constituents.  Prior to joining Kodak, Sklarsky served as Executive Vice President and Chief Financial Officer at ConAgra Foods, Inc., where he played a key role in numerous improvement initiatives in finance, planning, operations and investor relations and instituted controls that led to improved reporting, cash flow and reductions in administrative expenses and capital spending.  Earlier in his career, he spent 20 years with Chrysler in a series of senior financial leadership roles. Sklarsky has also served in other executive finance positions with Dell, Inc. and started his career with Ernst & Young.

Sklarsky earned his M.B.A. from Harvard University in 1983 and his Bachelors of Science, in Accounting, from Rochester Institute of Technology in 1978, where he serves as a member of the Board of Trustees.  He is also a Certified Public Accountant.

ABOUT TYCO INTERNATIONAL

Tyco International Ltd. (NYSE: TYC) is a diversified, global company that provides vital products and services to customers around the world.  Tyco is a leading provider of security products and services, fire protection and detection products and services, valves and controls, and other industrial products.  Tyco had 2009 revenue of approximately $17 billion and has more than 100,000 employees worldwide.  More information on Tyco can be found at www.tyco.com.

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