TYCO INTERNATIONAL plc (Form: 8-K, Received: 11/17/2014 11:59:36)

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): November 17, 2014 (November 13, 2014)

TYCO INTERNATIONAL PLC

(Exact Name of Registrant as Specified in its Charter)

LOGO


Ireland		98-0390500
(Jurisdiction of incorporation)		(IRS Employer Identification No.)

001-13836

(Commission File Number)

Unit 1202 Building 1000, City Gate

Mahon, Cork, Ireland

(Address of Principal Executive Offices, including Zip Code)

353-21-423-5000

(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:

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

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

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

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

BACKGROUND

On November 17, 2014, Tyco International Ltd., a corporation organized under the laws of Switzerland (“Tyco Switzerland”), completed its change of jurisdiction of incorporation from Switzerland to Ireland by merging (the “Merger”) with and into its subsidiary, Tyco International plc, a public limited company incorporated under the laws of Ireland (“Tyco Ireland”, “we”, “us” or “our”). The change in place of incorporation was effected pursuant to the previously announced Merger Agreement, dated as of May 30, 2014, between Tyco Switzerland and Tyco Ireland (the “Merger Agreement”). As a result of the Merger, Tyco Ireland is the successor issuer to Tyco Switzerland and has succeeded to the attributes of Tyco Switzerland as the registrant.

Item 1.01

Entry into a Material Definitive Agreement.

Credit Agreement

In connection with the Merger, Tyco Ireland entered into an Assumption and Accession Agreement, dated as of November 17, 2014 (the “Accession Agreement”), to acknowledge that, effective upon the Merger, Tyco Ireland (a) assumed all obligations of Tyco Switzerland under the Five Year Senior Unsecured Credit Agreement dated as of June 22, 2012, among Tyco International Finance S.A., a Luxembourg public limited company (“TIFSA”), Tyco Switzerland, the lenders party thereto and Citibank, N.A., as administrative agent, as amended (the “Credit Agreement”), and (b) agreed to perform all of the obligations of the guarantor under the Credit Agreement.

The foregoing is only a summary of the terms of the Accession Agreement and is qualified in its entirety by reference to the Accession Agreement, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Supplemental Indentures

In connection with the Merger, TIFSA, Tyco Switzerland, Tyco Ireland, Tyco Fire & Security Finance S.C.A., a Luxembourg corporate partnership limited by shares (“Tyco Luxembourg”) and Deutsche Bank Trust Company Americas entered into a Supplemental Indenture 2014-1 to the 1998 Indenture (the “Supplemental Indenture 2014-1 to the 2009 Indenture”), to supplement and amend the Indenture, dated as of January 9, 2009, among TIFSA, Tyco Switzerland and Deutsche Bank Trust Company Americas, as amended (the “2009 Indenture”), to provide that, effective November 17, 2014, Tyco Luxembourg assumed Tyco Switzerland’s obligations as a guarantor under the 2009 Indenture, Tyco Ireland was added as an additional guarantor and Tyco Switzerland was discharged from its obligations under the 2009 Indenture.

Additionally, in connection with the Merger, TIFSA, Tyco Switzerland, Tyco Ireland, Tyco Luxembourg and Wilmington Trust Company entered into a Supplemental Indenture 2014-1 to the 2009 Indenture (the “Supplemental Indenture 2014-1 to the 1998 Indenture” and together with the Supplemental Indenture 2014-1 to the 2009 Indenture, the “supplemental indentures”), to supplement and amend the Indenture, dated as of June 9, 1998, among TIFSA, Tyco Switzerland and Wilmington Trust Company, as amended (the “1998 Indenture”), to provide that, effective November 17, 2014, Tyco Luxembourg assumed Tyco Switzerland’s obligations as an issuer and a guarantor under the 1998 Indenture, Tyco Ireland was added as an additional guarantor and Tyco Switzerland was discharged from its obligations under the 1998 Indenture. TIFSA, Tyco Luxembourg, Tyco Ireland and Wilmington Trust Company also executed replacement notes to evidence the aforementioned succession, additional guarantors and discharge.

The foregoing is only a summary of the terms of the Supplemental Indenture 2014-1 to 2009 Indenture and the Supplemental Indenture 2014-1 to 1998 Indenture and is qualified in its entirety by reference to such Supplemental Indentures which are filed as Exhibits 4.2 and 4.3, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Director, Secretary and Officer Indemnification Agreements

At the effective time of the Merger (the “Effective Time”), Tyco Ireland entered into a Deed of Indemnification (the “Tyco Ireland Indemnification Agreement”) with each of its directors, secretary and executive officers (the “Covered Persons”). In addition, Tyco Fire & Security (US) Management, Inc., a Nevada corporation that became a subsidiary of Tyco Ireland at the Effective Time (“Tyco Management”), entered an Indemnification Agreement with each of the Covered Persons (the “Tyco Management Indemnification Agreement,” and, together with the Tyco Ireland Indemnification Agreement, the “Indemnification Agreements”).

The Tyco Ireland Indemnification Agreement provides that if a Covered Person was, is or becomes a party to, or witness or other participant in, or is threatened to be made a party to, witness or other participant in, or is involved in a proceeding by reason of being a director, secretary, officer or employee of Tyco Ireland or while a director, secretary or officer of Tyco Ireland is or was serving at the request of Tyco Ireland or an affiliate of Tyco Ireland as a director, officer, secretary, employee, trustee, agent or fiduciary of another foreign or domestic corporation, partnership, limited liability company, joint venture, employee benefit plan or trust, then Tyco Ireland will indemnify the Covered Person against all expenses, liability or loss to the fullest extent permitted by law. The Tyco Management Indemnification Agreement provides that if a Covered Person was, is or becomes a party to, or witness or other participant in, or is threatened to be made a party to, witness or other participant in, or is involved in a proceeding by reason of being a director, secretary, officer or employee of Tyco Ireland or while a director or secretary of Tyco Ireland is or was serving at the request of Tyco Management as a director, officer, secretary, employee, trustee, agent or fiduciary of another foreign or domestic corporation, partnership, limited liability company, joint venture, employee benefit plan or trust, then Tyco Management will indemnify the Covered Person against all expenses, liability or loss to the fullest extent permitted by law. A Covered Person will not be entitled to indemnification in connection with a proceeding initiated by a Covered Person against Tyco Ireland except in certain circumstances set forth in the Indemnification Agreements. Under the Tyco Management Indemnification Agreement, the Covered Person will be entitled to advancement of reimbursement by Tyco Management of expenses upon receipt by Tyco Management of an undertaking by the Covered Person to repay all amounts paid or reimbursed by Tyco Management if it is ultimately determined that such criteria for indemnification have not been satisfied. The Indemnification Agreements also provide for Tyco Ireland to consider whether to make the advancement of reimbursement to the Covered Person in respect of the relevant liability. No indemnification will be paid pursuant to the Indemnification Agreements (1) on account of any proceeding in which judgment is rendered against a Covered Person for an accounting of profits from the purchase or sale of securities of Tyco Ireland pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or (2) if a court finally determines that the indemnification is not permitted under applicable law, or (3) on account of any proceeding pursuant to which the Covered Person has been convicted of a crime constituting a felony, or (4) on account of any proceedings brought by Tyco Ireland or any of its subsidiaries against the Covered Person.

The foregoing is a summary of the terms of the Indemnification Agreements and is qualified in its entirety by reference to the form of Deed of Indemnification and the form of Indemnification Agreement filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 above under the headings “Credit Agreement” and “Supplemental Indentures” is incorporated by reference herein.

Item 5.02

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

Resignation of Directors

At the Effective Time, Andrea Goodrich, Mark O’Donoghue and Donal Sullivan resigned as directors of Tyco Ireland.

Appointment of Directors

Pursuant to the terms of the Merger Agreement, effective at the Effective Time, the members of the board of directors of Tyco Switzerland prior to the Merger were appointed as Tyco Ireland’s board of directors. George R. Oliver, Edward D. Breen, Herman E. Bulls, Michael E. Daniels, Frank M. Drendel, Brian Duperreault, Rajiv L. Gupta, Brendan R. O’Neill, Jürgen Tinggren, Sandra S. Wijnberg and R. David Yost have been appointed as directors of Tyco Ireland, whose terms each expire at the 2015 annual general meeting of shareholders.

Effective with his appointment to the board of directors, Edward D. Breen will serve as chairman of the board. The Audit Committee of the Tyco Ireland board of directors is comprised of Mr. O’Neill, as chair, Mr. Daniels and Mr. Tinggren; the Compensation & Human Resources Committee of the Tyco Ireland board of directors is comprised of Mr. Gupta, as chair, Ms. Wijnberg and Mr. Yost; and the Nominating & Governance Committee of the Tyco Ireland board of directors is comprised of Mr. Duperreault, as chair, Mr. Bulls and Mr. Drendel.

Biographical information concerning each of Tyco Ireland’s directors can be found in Tyco Switzerland’s definitive proxy statement for its 2014 annual general meeting of shareholders filed with the SEC on January 10, 2014 under the caption “Proposal Number Three – Election of Directors” and is incorporated by reference herein.

Compensation of Tyco Ireland Non-Employee Directors

Following the Effective Time, the compensation of the Tyco Ireland directors remains identical to the compensation of the Tyco Switzerland directors prior to the Effective Time. Information concerning the compensation of the Tyco Switzerland non-employee directors can be found in Tyco Switzerland’s definitive proxy statement for its 2014 annual general meeting of shareholders filed with the SEC on January 10, 2014 under the caption “Compensation of Non-Employee Directors” and is incorporated by reference herein.

Resignation of Officers

On November 13, 2014, Mr. Brian L. McDonald resigned from his position as Executive Vice President and Chief Operating Officer, Installation and Services of the Company to pursue other interests. Mr. McDonald’s resignation is effective as of November 21, 2014.

Appointment of Officers

Pursuant to the terms of the Merger Agreement, effective at the Effective Time, the executive officers of Tyco Switzerland prior to the Merger were appointed as the executive officers of Tyco Ireland immediately following the Merger. The name and current position of the each of the executive officers of Tyco Ireland are as follows:


Name		Current Position
George R. Oliver		Chief Executive Officer
Arun Nayar		Executive Vice President and Chief Financial Officer
Madeleine G. Barber		Senior Vice President and Chief Tax Officer
Lawrence B. Costello		Executive Vice President and Chief Human Resources Officer
Judith A. Reinsdorf		Executive Vice President and General Counsel

Biographical information concerning each of Tyco Ireland’s executive officers can be found in Tyco Switzerland’s definitive proxy statement for its 2014 annual general meeting of shareholders filed with the SEC on January 10, 2014 under the caption “Executive Officers” and is incorporated by reference herein. Additionally, Sam Eldessouky, Senior Vice President, Controller and Chief Accounting Officer, is Tyco Ireland’s principal accounting officer as of the Effective Time.

Compensation of Tyco Ireland Executive Officers

Following the Effective Time, the compensation of the Tyco Ireland executive officers remains identical to the compensation of the Tyco Switzerland executive officers prior to the Effective Time. Information concerning the compensation of Tyco Switzerland’s named executive officers is included in the definitive proxy statement for its 2014 annual general meeting of shareholders filed with the SEC on January 10, 2014 under the caption “Compensation Discussion & Analysis” and is incorporated by reference herein.

Assumption of Equity Incentive Plans

At the Effective Time, Tyco Ireland assumed the obligations of Tyco Switzerland under certain equity plans, including, amended as appropriate to reflect the Merger: the Tyco International Public Limited Company 2004 Share and Incentive Plan (the “2004 Plan”) and the Tyco International Public Limited Company 2012 Share and Incentive Plan (the “2012 Plan”). The 2004 Plan and the 2012 Plan are incentive compensation plans under which Tyco Switzerland has made equity-based and other incentive awards to certain of its executives, including its named executive officers. Tyco Ireland may make future equity-based and other incentive awards under the 2012 Plan to certain of its executives, including its named executive officers, but no new awards may be made under the 2004 Plan.

Tyco Ireland also assumed all outstanding awards under the 2004 Plan and the 2012 Plan. All such equity-based awards relating to Tyco Switzerland common shares were converted on a one-for-one basis to relate to Ordinary Shares of Tyco Ireland following the Merger.

Copies of the 2004 Plan and the 2012 Plan as amended to reflect their adoption and assumption by Tyco Ireland are filed as Exhibits 10.3 and 10.4, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

Amendment of Nonqualified Deferred Compensation Plan

In connection with the consummation of the Merger, Tyco Ireland amended and restated the Tyco Supplemental Savings and Retirement Plan, a nonqualified deferred compensation plan in which certain employees, including named executive officers of Tyco Switzerland, were eligible to participate, to reflect the effect of the Merger. A copy of this plan as amended and restated is filed as Exhibit 10.5 to this Current Report on Form 8-K and incorporated by reference herein.

Amendment of Change in Control and Severance Benefits

In connection with the consummation of the Merger, Tyco Ireland amended and restated each of the Change in Control Severance Plan for Certain U.S. Officers and Executives and the Tyco International (US) Inc. Severance Plan for U.S. Officers and Executives Plan, which provide severance benefits for Tyco Ireland’s executive officers following the Effective Time. Copies of these plans as amended and restated are filed as Exhibits 10.6 and 10.7, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

Item 7.01

Regulation FD Disclosure.

Upon the effectiveness of the Merger, Tyco’s CUSIP number changed to G91442106.

Item 8.01

Other Events

On November 17, 2014, Tyco Ireland issued the attached press release. A copy of the press release is filed as Exhibit 99.1 to this report and incorporated by reference in this Item 8.01.

Item 9.01

Financial Statements and Exhibits.


Exhibit No.		Description

4.1		Assumption and Accession Agreement, dated as of November 17, 2014, by Tyco International plc.

4.2		Supplemental Indenture 2014-1 to the 2009 Indenture, dated as of November 17, 2014, among Tyco International Ltd., Tyco International Finance S.A., Tyco International plc, Tyco Fire & Security Finance S.C.A. and Deutsche Bank Trust Company Americas.

4.3		Supplemental Indenture 2014-1 to the 1998 Indenture, dated as of November 17, 2014, among Tyco International Ltd., Tyco International Finance S.A., Tyco International plc, Tyco Fire & Security Finance S.C.A. and Wilmington Trust Company (including forms of replacement notes).

10.1		Tyco Ireland Deed of Indemnification.

10.2		Tyco Fire & Security (US) Management, Inc. Indemnification Agreement.

10.3		Tyco International Public Limited Company 2004 Share and Incentive Plan.

10.4		Tyco International Public Limited Company 2012 Share and Incentive Plan.

10.5		Tyco Supplemental Savings and Retirement Plan.

10.6		Change in Control Severance Plan for Certain U.S. Officers and Executives.

10.7		Tyco International (US) Inc. Severance Plan for U.S. Officers and Executives Plan.

99.1		Tyco International plc Press Released dated November 17, 2014.

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 PLC
(Registrant)

By:		/s/ Andrea Goodrich
		Andrea Goodrich
		Vice President and Corporate Secretary

Date: November 17, 2014

EXHIBIT INDEX


Exhibit No.		Description

4.1		Assumption and Accession Agreement, dated as of November 17, 2014, by Tyco International plc.

4.2		Supplemental Indenture 2014-1 to the 2009 Indenture, dated as of November 17, 2014, among Tyco International Ltd., Tyco International Finance S.A., Tyco International plc, Tyco Fire & Security Finance S.C.A. and Deutsche Bank Trust Company Americas.

4.3		Supplemental Indenture 2014-1 to the 1998 Indenture, dated as of November 17, 2014, among Tyco International Ltd., Tyco International Finance S.A., Tyco International plc, Tyco Fire & Security Finance S.C.A. and Wilmington Trust Company (including forms of replacement notes).

10.1		Tyco Ireland Deed of Indemnification.

10.2		Tyco Fire & Security (US) Management, Inc. Indemnification Agreement.

10.3		Tyco International Public Limited Company 2004 Share and Incentive Plan.

10.4		Tyco International Public Limited Company 2012 Share and Incentive Plan.

10.5		Tyco Supplemental Savings and Retirement Plan.

10.6		Change in Control Severance Plan for Certain U.S. Officers and Executives.

10.7		Tyco International (US) Inc. Severance Plan for U.S. Officers and Executives Plan.

99.1		Tyco International plc Press Released dated November 17, 2014.

Exhibit 4.1

ASSUMPTION AND ACCESSION AGREEMENT

Date: November 17, 2014

To: Citibank, N.A., as Administrative Agent under the Five Year Senior Unsecured Credit Agreement dated as of June 22, 2012 (as amended, supplemented or otherwise modified through the date hereof, the “Credit Agreement”) among Tyco International Finance S.A., Tyco International Ltd., the Lenders party thereto and Citibank, as Administrative Agent.

Ladies/Gentlemen:

As contemplated by Amendment No. 1, dated as of November 7, 2014 to the Credit Agreement (the “Amendment”, capitalized terms that are not otherwise defined shall have the meaning given to such terms in the Amendment), upon the Merger, the Irish Parent is to be party to the Credit Agreement. Accordingly, the Irish Parent acknowledges and agrees as follows:

1. Irish Parent acknowledges that, effective upon the Merger, it will become a party to the Credit Agreement. In furtherance of the foregoing, Irish Parent agrees that, effective upon the Merger, (a) it will have assumed all obligations of Tyco International Ltd. under the Credit Agreement and (b) it will perform all of the obligations of the “Guarantor” under the Credit Agreement. Without limiting the foregoing, Irish Parent confirms that, upon the effectiveness of the Merger, its guaranty of the obligations of each Borrower set forth in Article VIII of the Credit Agreement will be effective.

[Signatures begin on the following page]


Very truly yours,

TYCO INTERNATIONAL PLC

/s/ Andrea Goodrich
By:		Andrea Goodrich
Title:		Director

Signature Page to Tyco

Assumption and Accession Agreement

Exhibit 4.2

Execution Version

TYCO INTERNATIONAL FINANCE S.A.

TYCO INTERNATIONAL LTD.

TYCO INTERNATIONAL PLC

TYCO FIRE & SECURITY FINANCE S.C.A.

SUPPLEMENTAL INDENTURE 2014-1 TO 2009 INDENTURE

THIS SUPPLEMENTAL INDENTURE 2014-1 (this “ 2014 Supplemental Indenture ”), dated and effective as of November 17, 2014, among TYCO INTERNATIONAL FINANCE S.A., a Luxembourg public limited liability company ( société anonyme ), having its registered office at 29, avenue de la Porte Neuve, L-2227 Luxembourg, and registered with the Luxembourg trade and companies register under number B 123550 (“ TIFSA ”), TYCO INTERNATIONAL LTD., a Swiss company (formerly a Bermuda company) (“ Tyco Switzerland ”), TYCO INTERNATIONAL PLC, an Irish public limited company (“ Tyco Ireland ”), TYCO FIRE & SECURITY FINANCE S.C.A., a Luxembourg corporate partnership limited by shares ( société en commandite par actions ), having its registered office at 29, avenue de la Porte Neuve, L-2227 Luxembourg, and registered with the Luxembourg trade and companies register under number B 190265 (“ Tyco Luxembourg ”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as trustee (the “ Trustee ”).

RECITALS

A. On January 9, 2009, TIFSA, Tyco Switzerland and Deutsche Bank Trust Company Americas, as trustee (the “ Trustee ”) executed an indenture (the “ Base Indenture ” and, as supplemented and amended, the “ Indenture ”) under which TIFSA undertook obligations in its role as the “Company” and Tyco Switzerland undertook obligations in its role as “Parent”.

B. Tyco Ireland is a wholly-owned subsidiary of Tyco Switzerland and is executing this 2014 Supplemental Indenture to confirm that it has agreed to issue, and has issued, a Guarantee under the Indenture.

C. Tyco Luxembourg is a direct and indirect wholly-owned subsidiary of Tyco Ireland and is executing this 2014 Supplemental Indenture to confirm that, under the Indenture, it has succeeded to Tyco Switzerland as “Parent” under the Indenture, effective upon the consummation of the sale (the “ TIFSA Sale ”) by Tyco Switzerland to Tyco Luxembourg of all of Tyco Switzerland’s equity interests in TIFSA, which equity interests constitute substantially all of Tyco Switzerland’s assets.

D. After the TIFSA Sale, Tyco Switzerland is expected to merge into Tyco Ireland, with Tyco Ireland surviving as a publicly traded company.

E. Tyco Switzerland is executing this 2014 Supplemental Indenture to confirm that, effective upon the TIFSA Sale, it has been discharged from its obligations under the Indenture.

F. Section 9.01 of the Indenture provides for the execution of indentures supplemental to the Base Indenture, without the consent of the Holders, to, among other things: (1) add an additional obligor on the Securities and (2) evidence a succession pursuant to Article X of the Base Indenture.

NOW, THEREFORE, for and in consideration of the foregoing premises, TIFSA, Tyco Switzerland, Tyco Luxembourg, Tyco Ireland and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective holders from time to time of the Securities as follows:

ARTICLE I

Section 1.1 Succession by Tyco Luxembourg

Pursuant to Section 10.01 of the Indenture, Tyco Luxembourg hereby: (a) acknowledges and agrees that, effective upon the TIFSA Sale, it will be the successor entity to Tyco Switzerland under the Indenture, (b) expressly assumes, effective upon the TIFSA Sale, the due and punctual payment of the principal of, premium, if any, and interest on all the Securities or the obligations under the Guarantees, as the case may be, according to their tenor, and the due and punctual performance and observance of all of the covenants and agreements of the Indenture to be performed or observed by Tyco Switzerland, and (c) acknowledges and affirms that, immediately after the TIFSA Sale, there shall be no Event of Default and no event that, after notice or lapse of time or both, would become an Event of Default.

Following the TIFSA Sale, Tyco Luxembourg shall succeed to, and be substituted for, and shall have all obligations and duties of, and may exercise every right and power of, Parent under the Indenture with the same effect as if Tyco Luxembourg had been named as Parent in the Indenture.

Section 1.2 Tyco Ireland Guarantee

At the time of the TIFSA Sale, Tyco Ireland hereby guarantees all covenants and agreements under the Indenture to be performed by Tyco Luxembourg, in its capacity as successor Parent, including the obligations set forth in Section 15.01 of the Base Indenture with respect to the full and unconditional guarantee of the due and punctual payment of the principal of, premium, if any, and interest on each Security when the same shall become due and payable, whether at the stated maturity, by acceleration or otherwise, in accordance with the terms of such Security and the Indenture.

Section 1.3 Discharge of Tyco Switzerland

Pursuant to Section 10.2 of the Indenture, upon Tyco Luxembourg’s succession pursuant to Section 1.1 of this 2014 Supplemental Indenture, Tyco Switzerland shall be discharged from all obligations and covenants under the Indenture, the Securities and any Guarantees and may be liquidated or dissolved.

Section 1.4 No Default

Tyco Ireland and Tyco Switzerland each acknowledge and affirm that, immediately after the TIFSA Sale, it shall not be in default in the performance of any covenant or agreement of the Indenture to be performed or observed by it.

ARTICLE II

MISCELLANEOUS

Section 2.1 Confirmation of Indenture

The Indenture, as supplemented and amended by this 2014 Supplemental Indenture, is in all respects ratified and confirmed, and the Indenture, this 2014 Supplemental Indenture and all indentures supplemental thereto shall be read, taken and construed as one and the same instrument.

Section 2.2 Concerning the Trustee

In carrying out the Trustee’s responsibilities hereunder, the Trustee shall have all of the rights, protections and immunities which it possesses under the Indenture. The Trustee assumes no responsibility for the correctness of the recitals contained herein. The Trustee makes no representations as to the validity or sufficiency of this 2014 Supplemental Indenture.

Section 2.3 NEW YORK LAW TO GOVERN

THIS 2014 SUPPLEMENTAL INDENTURE SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF THE CONFLICT OF LAWS THEREOF.

Section 2.4 Effectiveness

Upon the effectiveness of the TIFSA Sale, Tyco Ireland and Tyco Luxembourg shall deliver to the Trustee an Officers’ Certificate certifying to the effectiveness of the TIFSA Sale.

Section 2.5 Counterparts

This 2014 Supplemental Indenture may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to the Indenture by facsimile, email or other electronic means shall be effective as delivery of a manually executed counterpart of the Indenture.

Section 2.6 No Benefit

Nothing in this 2014 Supplemental Indenture, express or implied, shall give to any Person other than the parties hereto and their successors or assigns, and the holders of the Securities, any benefit or legal or equitable rights, remedy or claim under this 2014 Supplemental Indenture or the Indenture.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture 2014-1 to be duly executed as of the time, day and year first written above.


TYCO INTERNATIONAL FINANCE S.A.

By:		/s/ Peter Schieser
Name:		Peter Schieser
Title:		Managing Director

TYCO INTERNATIONAL LTD.

By:		/s/ Mark Armstrong
Name:		Mark Armstrong
Title:		Senior Vice President and Treasurer

Executed as a deed by
TYCO INTERNATIONAL PLC under its Common Seal
In the presence of:

By:		/s/ Andrea Goodrich
Name:		Andrea Goodrich
Title:		Director

By:		/s/ Arun Nayar
Name:		Arun Nayar
Title:		Director

TYCO FIRE & SECURITY FINANCE S.C.A.

By: TYCO FIRE & SECURITY S.À R.L., its general partner

By:		/s/ Peter Schieser
Name:		Peter Schieser
Title:		Manager

[Signature Page to 2009 Supplemental Indenture 2014-1]


DEUTSCHE BANK TRUST COMPANY AMERICAS, Trustee

By:		/s/ Carol Ng
Name:		Carol Ng
Title:		Vice President

By:		/s/ Anthony D’Amato
Name:		Anthony D’Amato
Title:		Associate

[Signature Page to 2009 Supplemental Indenture 2014-1]

Exhibit 4.3

Execution Version

TYCO INTERNATIONAL FINANCE S.A.

TYCO INTERNATIONAL LTD.

TYCO INTERNATIONAL PLC

TYCO FIRE & SECURITY FINANCE S.C.A.

SUPPLEMENTAL INDENTURE 2014-1 TO 1998 INDENTURE

THIS SUPPLEMENTAL INDENTURE 2014-1 (this “ 2014 Supplemental Indenture ”), dated and effective as of November 17, 2014, among TYCO INTERNATIONAL FINANCE S.A., a Luxembourg public limited liability company ( société anonyme ), having its registered office at 29, avenue de la Porte Neuve, L-2227 Luxembourg, and registered with the Luxembourg trade and companies register under number B 123550 (“ TIFSA ”), TYCO INTERNATIONAL LTD., a Swiss company (formerly a Bermuda company) (“ Tyco Switzerland ”), TYCO INTERNATIONAL PLC, an Irish public limited company (“ Tyco Ireland ”), TYCO FIRE & SECURITY FINANCE S.C.A., a Luxembourg corporate partnership limited by shares ( société en commandite par actions ), having its registered office at 29, avenue de la Porte Neuve, L-2227 Luxembourg, and registered with the Luxembourg trade and companies register under number B 190265 (“ Tyco Luxembourg ”) and WILMINGTON TRUST COMPANY, as trustee (the “ Trustee ”).

RECITALS

A. On June 9, 1998, Tyco International Group S.A. (“ TIGSA ”), Tyco Switzerland and The Bank of New York, as trustee (the “ Predecessor Trustee ”) executed an indenture (the “ Base Indenture ” and, as supplemented and amended prior to the date hereof, the “ Indenture ”) under which TIGSA undertook obligations in its role as “Issuer” and Tyco Switzerland undertook obligations in its role as “Tyco”.

B. In 2007, Wilmington Trust Company succeeded the Predecessor Trustee as Trustee under the Indenture.

C. As confirmed in 1998 Supplemental Indenture 2008-1, dated as of May 15, 2008 (the “ 2008 Supplemental Indenture ”), Tyco Switzerland succeeded to, and was substituted for, TIGSA in its role as Issuer.

D. TIFSA became, and remains, a co-obligor under the Indenture, as confirmed in the 2008 Supplemental Indenture.

E. Tyco Ireland is a wholly-owned subsidiary of Tyco Switzerland and is executing this 2014 Supplemental Indenture to confirm that it has agreed to become, and has become, a Guarantor under the Indenture.

F. Tyco Luxembourg is a direct and indirect wholly-owned subsidiary of Tyco Ireland and is executing this 2014 Supplemental Indenture to confirm that, under the Indenture, it has succeeded to Tyco Switzerland as “Issuer”, “Tyco” and “Guarantor” under the Indenture, effective upon the consummation of the sale (the “ TIFSA Sale ”) by Tyco Switzerland to Tyco Luxembourg of all of Tyco Switzerland’s equity interests in TIFSA, which equity interests constitute substantially all of Tyco Switzerland’s assets.

G. After the TIFSA Sale, Tyco Switzerland is expected to merge into Tyco Ireland, with Tyco Ireland surviving as a publicly traded company.

H. Tyco Switzerland is executing this 2014 Supplemental Indenture to confirm that, effective upon the TIFSA Sale, it has been discharged from its obligations under the Indenture.

I. Section 7.1 of the Indenture provides for the execution of indentures supplemental to the Indenture, without the consent of the Holders, to, among other things: (1) evidence a succession pursuant to Article Eight of the Indenture; (2) add to the covenants of the Issuer or any Guarantor; and (3) add a Guarantor.

ARTICLE I

Section 1.1 Tyco Ireland Guarantee

Pursuant to Section 13.4 of the Indenture, Tyco Ireland hereby becomes a Guarantor under the Indenture, effective immediately prior to the TIFSA Sale, and affirms that it has undertaken the covenants and agreements under the Indenture to be performed by a Guarantor, including the obligations set forth in Section 13.1 of the Indenture with respect to the full and unconditional guarantee of the due and punctual payment of (a) the principal of and interest on each Security and all other obligations of the Issuer under the Indenture and (b) all obligations to the Trustee under the Indenture.

Section 1.2 Succession by Tyco Luxembourg

Pursuant to Section 8.1 of the Indenture, Tyco Luxembourg hereby: (a) acknowledges and agrees that, effective upon the TIFSA Sale, it will be the successor entity to Tyco Switzerland under the Indenture, (b) expressly assumes, effective upon the TIFSA Sale, the due and punctual payment of the principal of and interest on all the Securities and obligations under the Guarantees according to their tenor, and the due and punctual performance and observance of all of the covenants and agreements of the Indenture to be performed or observed by Tyco Switzerland, and (c) acknowledges and affirms that, immediately after the TIFSA Sale, there is no default in the performance of any such covenant or agreement.

Following the TIFSA Sale, Tyco Luxembourg shall succeed to and be substituted for Tyco Switzerland in its roles as Issuer, Tyco and Guarantor with the same effect as if it had been so named in the Indenture.

Section 1.3 Discharge of Tyco Switzerland

Pursuant to Section 8.2 of the Indenture, upon Tyco Luxembourg’s succession pursuant to Section 1.2 of this 2014 Supplemental Indenture, Tyco Switzerland shall be discharged from all obligations and covenants under the Indenture, the Securities and any Guarantees and may be liquidated or dissolved.

Section 1.4 No Default

Section 1.5 Effect

From and after the time of this 2014 Supplemental Indenture:

(a) TIFSA remains a co-obligor under the Indenture;

(b) Tyco Luxembourg has succeeded Tyco Switzerland and has become “Issuer”, “Tyco” and a “Guarantor” under the Indenture;

(d) Tyco Switzerland has been discharged from its obligations under the Indenture.

ARTICLE II

MISCELLANEOUS

Section 2.1 Confirmation of Indenture

Section 2.2 Concerning the Trustee

Section 2.3 NEW YORK LAW TO GOVERN

Section 2.4 Effectiveness

Upon the effectiveness of the TIFSA Sale, Tyco Ireland and Tyco Luxembourg shall deliver to the Trustee an Officers’ Certificate certifying to the effectiveness of the TIFSA Sale.

This 2014 Supplemental Indenture shall become effective upon the Trustee’s receipt of the Officers’ Certificate certifying to the effectiveness of the TIFSA Sale.

Section 2.5 Counterparts

Section 2.6 No Benefit

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture 2014-1 to be duly executed as of the time, day and year first written above.


TYCO INTERNATIONAL FINANCE S.A.

By:		/s/ Peter Schieser
Name:		Peter Schieser
Title:		Managing Director

TYCO INTERNATIONAL LTD.

By:		/s/ Mark Armstrong
Name:		Mark Armstrong
Title:		Senior Vice President and Treasurer

Executed as a deed by
TYCO INTERNATIONAL PLC under its Common Seal
In the presence of:

By:		/s/ Andrea Goodrich
Name:		Andrea Goodrich
Title:		Director

By:		/s/ Arun Nayar
Name:		Arun Nayar
Title:		Director

TYCO FIRE & SECURITY FINANCE S.C.A.

By: TYCO FIRE & SECURITY S.À R.L., its general partner

By:		/s/ Peter Schieser
Name:		Peter Schieser
Title:		Manager

[Signature Page to 1998 Supplemental Indenture 2014-1]


WILMINGTON TRUST COMPANY, Trustee

By:		/s/ W. Thomas Morris, II
Name:		W. Thomas Morris, II
Title:		Vice President

[Signature Page to 1998 Supplemental Indenture 2014-1]

Form of 7.0% Note due 2019

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE REGISTERED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

TYCO INTERNATIONAL FINANCE S.A.

TYCO FIRE & SECURITY FINANCE S.C.A.

7.0% NOTE DUE 2019

No. 1


$		CUSIP:

TYCO FIRE & SECURITY FINANCE S.C.A., a Luxembourg corporate partnership limited by shares ( société en commandite par actions ), having its registered office at 29, avenue de la Porte Neuve, L-2227 Luxembourg, and registered with the Luxembourg trade and companies register under number B 190265, and TYCO INTERNATIONAL FINANCE S.A., a Luxembourg public limited liability company ( société anonyme ), having its registered office at 29, avenue de la Porte Neuve, L-2227 Luxembourg, and registered with the Luxembourg trade and companies register under number B 123550 (collectively, the “ISSUER”), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of on December 15, 2019, at the office or agency of the Issuer in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay semiannually on June 15 and December 15 of each year (each, an “INTEREST PAYMENT DATE”; provided, however, that if an Interest Payment Date would otherwise be a day that is not a Business Day, such Interest Payment Date shall be the next succeeding Business Day but no additional interest shall be paid in respect of such intervening period), commencing December 15, 2008, the amount of interest on said principal sum at said office or agency, in like coin or currency, at the rate per annum specified in the title of this Note, from June 15, 2008 or from the most recent Interest Payment Date to which interest has been paid or duly provided for until said principal sum has been paid or duly provided for. Interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months. For purposes of this Note, “BUSINESS DAY” means any day other than a Saturday, a Sunday or a day on which banking institutions in The City of New York are authorized or obligated by law, regulation or executive order to be closed.

The interest payable on any Interest Payment Date which is punctually paid or duly provided for on such Interest Payment Date will be paid to the Person in whose name this Note is registered at the close of business on the June 1 or December 1 (in each case, whether or not a Business Day), as the case may be (each, a “REGULAR RECORD DATE”), immediately preceding such Interest Payment Date; provided that if such June 1 or December 1 is prior to the date of issuance of this Note, interest will be paid to the Person in whose name such Note is registered at the close of business on such date of issuance. Interest payable on this Note which is not punctually paid or duly provided for on any Interest Payment Date therefor shall forthwith cease to be payable to the Person in whose name this Note is registered at the close of business on the Regular Record Date or issuance date, as the case may be, immediately preceding such Interest Payment Date, and such interest shall instead be paid to the Person in whose name this Note is registered at the close of business on the record date established for such payment by

notice by or on behalf of the Issuer to the Holders of the Notes mailed by first-class mail not less than 15 days prior to such record date to their last addresses as they shall appear upon the Security register, such record date to be not less than five days preceding the date of payment of such defaulted interest. At the option of the Issuer, interest on the Notes may be paid (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the register of Holders of the Notes or (ii) at the expense of the Issuer, by wire transfer to an account maintained by the Person entitled thereto as specified in writing to the Trustee by such Person by the applicable record date of the Notes.

Reference is made to the further provisions of this Note set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Trustee under the Indenture referred to on the reverse hereof.

IN WITNESS WHEREOF, EACH OF TYCO INTERNATIONAL FINANCE S.A. AND TYCO FIRE & SECURITY FINANCE S.C.A. has caused this instrument to be signed by its duly authorized officer.

Dated:


TYCO FIRE & SECURITY FINANCE S.C.A.

By: TYCO FIRE & SECURITY S.À R.L., its general partner

By:
Title:

TYCO FIRE & SECURITY FINANCE S.C.A.

By: TYCO FIRE & SECURITY S.À R.L., its general partner

By:
Title:

TYCO INTERNATIONAL FINANCE S.A.

By:
Title:

TYCO INTERNATIONAL FINANCE S.A.

By:
Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture.


WILMINGTON TRUST COMPANY,
as Trustee

By:
		Authorized Signatory

GUARANTEE

For value received, TYCO FIRE & SECURITY FINANCE S.C.A., a Luxembourg corporate partnership limited by shares ( société en commandite par actions ), having its registered office at 29, avenue de la Porte Neuve, L-2227 Luxembourg, and registered with the Luxembourg trade and companies register under number B 190265, hereby absolutely, unconditionally and irrevocably guarantees to the holder of this Note the payment of principal of, interest on and Additional Amounts in respect of the Security upon which this Guarantee is endorsed in the amounts and at the time when due and payable whether by declaration thereof, or otherwise, and interest on the overdue principal and interest, if any, of such Note, if lawful, and the payment or performance of all other obligations of the Issuer under the Indenture or the Notes, to the holder of such Note and the Trustee, all in accordance with and subject to the terms and limitations of such Note and Article Thirteen of the Indenture. This Guarantee will not become effective until the Trustee duly executes the certificate of authentication on this Note. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles thereof.

Dated:


TYCO FIRE & SECURITY FINANCE S.C.A.

By: TYCO FIRE & SECURITY S.À R.L., its general partner

By:
Title:

GUARANTEE

For value received, TYCO INTERNATIONAL PLC hereby absolutely, unconditionally and irrevocably guarantees to the holder of this Note the payment of principal of, interest on and Additional Amounts in respect of the Security upon which this Guarantee is endorsed in the amounts and at the time when due and payable whether by declaration thereof, or otherwise, and interest on the overdue principal and interest, if any, of such Note, if lawful, and the payment or performance of all other obligations of the Issuer under the Indenture or the Notes, to the holder of such Note and the Trustee, all in accordance with and subject to the terms and limitations of such Note and Article Thirteen of the Indenture. This Guarantee will not become effective until the Trustee duly executes the certificate of authentication on this Note. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles thereof.

Dated:


Executed as a deed by
TYCO INTERNATIONAL PLC under its Common Seal
In the presence of:

By:
Name:
Title:

By:
Name:
Title:

REVERSE OF NOTE

TYCO INTERNATIONAL FINANCE S.A.

TYCO FIRE & SECURITY FINANCE S.C.A.

7.0% NOTE DUE 2019

1. INDENTURE . (a) This Note is one of a duly authorized issue of notes of the Issuer (hereinafter called the “NOTES”) of a series designated as the 7.0% Notes due 2019 of the Issuer all issued or to be issued under and pursuant to an indenture, dated as of June 9, 1998 (as amended and supplemented, the “INDENTURE”), among the Issuer, Tyco Fire & Security Finance S.C.A. (as successor to Tyco International Ltd.) (in its capacity as Guarantor, “TYCO”), Tyco International plc (as a Guarantor) and Wilmington Trust Company, as Trustee (herein called the “TRUSTEE”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Issuer, Tyco, the Trustee and the Holders of the Notes.

(b) Other debentures, notes, bonds or other evidences of indebtedness (together with the Notes, hereinafter called the “SECURITIES”) may be issued under the Indenture in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any) and may otherwise vary from the Notes and each other, as in the Indenture provided.

(c) All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture.

2. AMENDMENTS AND WAIVERS. (a) The Indenture contains provisions permitting the Issuer and the Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of all series to be affected (voting as one class), evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or modifying in any manner the rights of the Holders of the Securities of each such series; PROVIDED, that no such supplemental indenture shall (i) extend the final maturity of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.1 of the Indenture or the amount thereof provable in bankruptcy pursuant to Section 4.2 of the Indenture, or impair or affect the rights of any Holder to institute suit for the payment thereof, without the consent of the Holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities, the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holder of each Security affected.

(b) It is also provided in the Indenture that, with respect to certain defaults or Events of Default regarding the Securities of any series, prior to any declaration accelerating the maturity of such Securities, the Holders of a majority in aggregate principal amount Outstanding of the Securities of such series (or, in the case of certain defaults or Events of Default, all or certain series of the Securities) may on behalf of the Holders of all the Securities of such series (or all or certain series of the Securities, as the case may be) waive any such past default or Event of Default and its consequences. The preceding sentence shall not, however, apply to a default in the payment of the principal of or premium, if any, or interest on any of the Securities. Any such consent or waiver by the Holder of this Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners of this Note and any Notes which may be issued in exchange or substitution herefor, irrespective of whether or not any notation thereof is made upon this Note or such other Notes.

3. OBLIGATION TO PAY PRINCIPAL, PREMIUM, IF ANY, AND INTEREST. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, Tyco or any other obligor on the Notes, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note in the manner, at the respective times, at the rate, at the place and in the coin or currency herein prescribed.

4. REDEMPTION. This Note may be redeemed, in whole or in part, at the option of the Issuer at any time at a redemption price equal to the greater of (i) 100% of the principal amount of this Note, and (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 15 basis points plus, in each case, accrued interest thereon to the date of redemption. This Note is also subject to redemption to the extent provided in Article Twelve of the Indenture.

“ADJUSTED REDEMPTION TREASURY RATE” means, with respect to any redemption date, the annual rate equal to the semiannual equivalent yield to maturity or interpolated (on a 30/360 day count basis) yield to maturity of the Comparable Redemption Treasury Issue, assuming a price for the Comparable Redemption Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Redemption Treasury Price for such redemption date.

“BUSINESS DAY” means any day other than a Saturday, a Sunday or a day on which banking institutions in The City of New York are authorized or obligated by law, executive order or governmental decree to be closed.

“COMPARABLE REDEMPTION TREASURY ISSUE” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed that will be utilized at the time of selection and in accordance with customary financial practice in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes.

“COMPARABLE REDEMPTION TREASURY PRICE” means, with respect to any redemption date, (i) the average of the Redemption Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Redemption Reference Treasury Dealer Quotations (unless there is more than one highest or lowest quotation, in which case only one such highest and/or lowest quotation shall be excluded), or (ii) if the Quotation Agent obtains fewer than four such Redemption Reference Treasury Dealer Quotations, the average of all such Redemption Reference Treasury Dealer Quotations.

“QUOTATION AGENT” means a Redemption Reference Treasury Dealer appointed as such agent by the Company or Tyco.

“REDEMPTION REFERENCE TREASURY DEALER” means each of J.P. Morgan Securities Inc. and four other primary U.S. Government securities dealers in The City of New York selected by the Company or Tyco.

“REDEMPTION REFERENCE TREASURY DEALER QUOTATIONS” means, with respect to each Redemption Reference Treasury Dealer and any redemption date, the offer price for the Comparable Redemption Treasury Issue (expressed in each case as a percentage of its principal amount) for settlement on the redemption date quoted in writing to the Quotation Agent by such Redemption Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.

5. CERTAIN COVENANTS. The Indenture restricts the Issuer’s ability to merge, consolidate or sell substantially all of its assets. In addition, the Issuer is obliged to abide by certain covenants, including covenants limiting the amount of liens it may incur, as well as its ability to enter into sale and leaseback transactions, a covenant limiting the ability of its subsidiaries to incur indebtedness, and a covenant requiring it to pay or discharge all taxes, all as more fully described in the Indenture. All of such covenants are subject to the covenant defeasance procedures outlined in the Indenture.

6. EFFECT OF EVENT OF DEFAULT. If an Event of Default shall have occurred and be continuing under the Indenture, the principal hereof may be declared, and upon such declaration shall become, due and payable in the manner, with the effect and subject to the conditions provided in the Indenture.

7. DEFEASANCE. The Indenture contains provisions for defeasance and covenant defeasance at any time of the indebtedness on this Note upon compliance by the Issuer with certain conditions set forth therein.

8. CHANGE OF CONTROL TRIGGERING EVENT. Upon the occurrence of a Change of Control Triggering Event, unless this Note is being redeemed, the Holder of this Note will have the right to require that all or a portion, in $1,000 increments, of this Note be purchased at a purchase price equal to 101% of the principal amount hereof plus accrued and unpaid interest, if any, to the date of purchase.

9. DENOMINATIONS; TRANSFER.

(a) The Notes are issuable in registered form without coupons in denominations of $1,000 and any multiple of $1,000 at the office or agency of the Issuer in the Borough of Manhattan, The City of New York, and in the manner and subject to the limitations provided in the Indenture.

(b) Upon due presentment for registration of transfer of this Note at the office or agency of the Issuer in the Borough of Manhattan, The City of New York, a new Note or Notes of authorized denominations for an equal aggregate principal amount will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture. This Note may also be surrendered for exchange at the aforesaid office or agency for Notes in other authorized denominations in an equal aggregate principal amount. No service charge shall be made for any registration of transfer or any exchange of the Notes, except that the Issuer may require payment of any tax or other governmental charge imposed in connection therewith.

(c) A certificate in global form representing all or a portion of the Notes may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or any such nominee to a successor Depositary for such Notes or a nominee of such successor Depositary.

10. HOLDER AS OWNER. The Issuer, Tyco, the Trustee and any authorized agent of the Issuer, Tyco or the Trustee may deem and treat the registered Holder hereof as the absolute owner of this Note (whether or not this Note shall be overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of receiving payment of, or on account of, the principal hereof and, subject to the provisions on the face hereof, interest hereon, and for all other purposes, and none of the Issuer, Tyco or the Trustee or any authorized agent of the Issuer, Tyco or the Trustee shall be affected by any notice to the contrary.

11. NO LIABILITY OF CERTAIN PERSONS. No recourse under or upon any obligation, covenant or agreement of the Issuer or Tyco in the Indenture or any indenture supplemental thereto or in any Note, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, or any past, present or future shareholder, officer or director, as such, of the Issuer, Tyco or of any successor corporation of either of them, either directly or through the Issuer, Tyco or any successor corporation, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance hereof and as part of the consideration for the issue hereof.

12. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK GOVERN THE INDENTURE AND THIS NOTE.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto:


PLEASE INSERT TAXPAYER
IDENTIFICATION NUMBER OF ASSIGNEE

PLEASE PRINT OR TYPE NAME AND ADDRESS,

INCLUDING ZIP CODE, OF ASSIGNEE

the within Note of Tyco International Finance S.A. and Tyco Fire & Security Finance S.C.A. and all rights thereunder and hereby irrevocably constitutes and appoints such person attorney to transfer such Note on the books of Tyco International Finance S.A. and Tyco Fire & Security Finance S.C.A., with full power of substitution in the premises.

Dated:



Signature


NOTICE:		THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. THE SIGNATURE SHOULD BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY, A MEMBER ORGANIZATION OF A NATIONAL STOCK EXCHANGE OR BY SUCH OTHER ENTITY WHOSE SIGNATURE IS ON FILE WITH AND ACCEPTABLE TO THE TRANSFER AGENT.

SCHEDULE OF EXCHANGES OF SECURITIES

The following exchanges of a part of this Global Security for Physical Securities or a part of another Global Security have been made:


Date of Exchange	Amount of decrease in principal amount of this Global Security	Amount of increase in principal amount of this Global Security	Principal amount of this Global Security following such decrease (or increase)	Signature of authorized officer of Trustee

Form of 6 7/8% Note due 2021

TYCO INTERNATIONAL FINANCE S.A.

TYCO FIRE & SECURITY FINANCE S.C.A.

6 7/8% NOTE DUE 2021

No. 1


$		CUSIP:

TYCO FIRE & SECURITY FINANCE S.C.A., a Luxembourg corporate partnership limited by shares ( société en commandite par actions ), having its registered office at 29, avenue de la Porte Neuve, L-2227 Luxembourg, and registered with the Luxembourg trade and companies register under number B 190265, and TYCO INTERNATIONAL FINANCE S.A., a Luxembourg public limited liability company ( société anonyme ), having its registered office at 29, avenue de la Porte Neuve, L-2227 Luxembourg, and registered with the Luxembourg trade and companies register under number B 123550 (collectively, the “ISSUER”), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of on January 15, 2021, at the office or agency of the Issuer in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay semiannually on January 15 and July 15 of each year (each, an “INTEREST PAYMENT DATE”; provided, however, that if an Interest Payment Date would otherwise be a day that is not a Business Day, such Interest Payment Date shall be the next succeeding Business Day but no additional interest shall be paid in respect of such intervening period), commencing January 15, 2009, the amount of interest on said principal sum at said office or agency, in like coin or currency, at the rate per annum specified in the title of this Note, from July 15, 2008 or from the most recent Interest Payment Date to which interest has been paid or duly provided for until said principal sum has been paid or duly provided for. Interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months. For purposes of this Note, “BUSINESS DAY” means any day other than a Saturday, a Sunday or a day on which banking institutions in The City of New York are authorized or obligated by law, regulation or executive order to be closed.

The interest payable on any Interest Payment Date which is punctually paid or duly provided for on such Interest Payment Date will be paid to the Person in whose name this Note is registered at the close of business on the January 1 or July 1 (in each case, whether or not a Business Day), as the case may be (each, a “REGULAR RECORD DATE”), immediately preceding such Interest Payment Date; provided that if such January 1 or July 1 is prior to the date of issuance of this Note, interest will be paid to the Person in whose name this Note is registered at the close of business on such date of issuance. Interest payable on this Note which is not punctually paid or duly provided for on any Interest Payment Date therefor shall forthwith cease to be payable to the Person in whose name this Note is registered at the close of business on the Regular Record Date or issuance date, as the case may be, immediately preceding such Interest Payment Date, and such interest shall instead be paid to the Person in whose name this Note is registered at the close of business on the record date established for such payment by notice by or on behalf of the Issuer to the Holders of the Notes mailed by first-class mail not less

than 15 days prior to such record date to their last addresses as they shall appear upon the Security register, such record date to be not less than five days preceding the date of payment of such defaulted interest. At the option of the Issuer, interest on the Notes may be paid (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the register of Holders of the Notes or (ii) at the expense of the Issuer, by wire transfer to an account maintained by the Person entitled thereto as specified in writing to the Trustee by such Person by the applicable record date of the Notes.

Reference is made to the further provisions of this Note set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

IN WITNESS WHEREOF, EACH OF TYCO INTERNATIONAL FINANCE S.A. AND TYCO FIRE & SECURITY FINANCE S.C.A. has caused this instrument to be signed by its duly authorized officer.

Dated:


TYCO FIRE & SECURITY FINANCE S.C.A.

By: TYCO FIRE & SECURITY S.À R.L., its general partner

By:
Title:

TYCO FIRE & SECURITY FINANCE S.C.A.

By: TYCO FIRE & SECURITY S.À R.L., its general partner

By:
Title:

TYCO INTERNATIONAL FINANCE S.A.

By:
Title:

TYCO INTERNATIONAL FINANCE S.A.

By:
Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture.


WILMINGTON TRUST COMPANY,
as Trustee

By:
		Authorized Signatory

GUARANTEE

Dated:


TYCO FIRE & SECURITY FINANCE S.C.A.

By: TYCO FIRE & SECURITY S.À R.L., its general partner

By:
Title:

GUARANTEE

Dated:


Executed as a deed by
TYCO INTERNATIONAL PLC under its Common Seal
In the presence of:

By:
Name:
Title:

By:
Name:
Title:

REVERSE OF NOTE

TYCO INTERNATIONAL FINANCE S.A.

TYCO FIRE & SECURITY FINANCE S.C.A.

6 7/8% NOTE DUE 2021

1. INDENTURE . (a) This Note is one of a duly authorized issue of notes of the Issuer (hereinafter called the “NOTES”) of a series designated as the 6 7/8% Notes due 2021 of the Issuer all issued or to be issued under and pursuant to an indenture, dated as of June 9, 1998 (as amended and supplemented, the “INDENTURE”), among the Issuer, Tyco Fire & Security Finance S.C.A. (as successor to Tyco International Ltd.) (in its capacity as Guarantor, “TYCO”), Tyco International plc (as a Guarantor) and Wilmington Trust Company, as Trustee (herein called the “TRUSTEE”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Issuer, Tyco, the Trustee and the Holders of the Notes.

(c) All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture.

2. AMENDMENTS AND WAIVERS. (a) The Indenture contains provisions permitting the Issuer and the Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities at the time Outstanding of all series to be affected (voting as one class), evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or modifying in any manner the rights of the Holders of the Securities of each such series; PROVIDED, that no such supplemental indenture shall extend the final maturity of any Security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 4.1 of the Indenture or the amount thereof provable in bankruptcy pursuant to Section 4.2 of the Indenture, or impair or affect the rights of any Holder to institute suit for the payment thereof, without the consent of the Holder of each Security so affected, or reduce the aforesaid percentage of Securities, the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holder of each Security affected.

(b) It is also provided in the Indenture that, with respect to certain defaults or Events of Default regarding the Securities of any series, prior to any declaration accelerating the

maturity of such Securities, the Holders of a majority in aggregate principal amount Outstanding of the Securities of such series (or, in the case of certain defaults or Events of Default, all or certain series of the Securities) may on behalf of the Holders of all the Securities of such series (or all or certain series of the Securities, as the case may be) waive any such past default or Event of Default and its consequences. The preceding sentence shall not, however, apply to a default in the payment of the principal of or premium, if any, or interest on any of the Securities. Any such consent or waiver by the Holder of this Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners of this Note and any Notes which may be issued in exchange or substitution herefor, irrespective of whether or not any notation thereof is made upon this Note or such other Notes.

4. REDEMPTION. This Note may be redeemed, in whole or in part, at the option of the Issuer at any time at a redemption price equal to the greater of (i) 100% of the principal amount of this Note, and (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 25 basis points plus, in each case, accrued interest thereon to the date of redemption. This Note is also subject to redemption to the extent provided in Article Twelve of the Indenture.

“COMPARABLE REDEMPTION TREASURY PRICE” means, with respect to any redemption date, (i) the average of the Redemption Reference Treasury Dealer Quotations for

such redemption date, after excluding the highest and lowest such Redemption Reference Treasury Dealer Quotations (unless there is more than one highest or lowest quotation, in which case only one such highest and/or lowest quotation shall be excluded), or (ii) if the Quotation Agent obtains fewer than four such Redemption Reference Treasury Dealer Quotations, the average of all such Redemption Reference Treasury Dealer Quotations.

“QUOTATION AGENT” means a Redemption Reference Treasury Dealer appointed as such agent by the Company or Tyco.

“REDEMPTION REFERENCE TREASURY DEALER” means each of J.P. Morgan Securities Inc. and four other primary U.S. Government securities dealers in The City of New York selected by the Company or Tyco.

9. DENOMINATIONS; TRANSFER.

12. GOVERNING LAW . THE LAWS OF THE STATE OF NEW YORK GOVERN THE INDENTURE AND THIS NOTE.

13. ADDITIONAL AMOUNTS. The Issuer is obligated to pay Additional Amounts on this Note to the extent provided in Article Twelve of the Indenture.

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto:

PLEASE INSERT TAXPAYER

IDENTIFICATION NUMBER OF ASSIGNEE

PLEASE PRINT OR TYPE NAME AND ADDRESS,

INCLUDING ZIP CODE, OF ASSIGNEE

Dated:

Signature



NOTICE:		THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. THE SIGNATURE SHOULD BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY, A MEMBER ORGANIZATION OF A NATIONAL STOCK EXCHANGE OR BY SUCH OTHER ENTITY WHOSE SIGNATURE IS ON FILE WITH AND ACCEPTABLE TO THE TRANSFER AGENT.

SCHEDULE OF EXCHANGES OF SECURITIES

The following exchanges of a part of this Global Security for Physical Securities or a part of another Global Security have been made:


Date of Exchange	Amount of decrease in principal amount of this Global Security	Amount of increase in principal amount of this Global Security	Principal amount of this Global Security following such decrease (or increase)	Signature of authorized officer of Trustee

Exhibit 10.1

DEED OF INDEMNIFICATION

THIS DEED OF INDEMNIFICATION (this “Agreement”), dated as of , is made by and between Tyco International plc, an Irish public limited company, and (“Indemnitee”).

WHEREAS, it is essential to Tyco International plc to retain and attract as directors, secretary and officers the most capable persons available;

WHEREAS, Indemnitee is a director, secretary or officer of Tyco International plc;

WHEREAS, each of Tyco International plc and Indemnitee recognize the increased risk of litigation and other claims currently being asserted against directors and officers of companies;

WHEREAS, in recognition of Indemnitee’s need for (i) substantial protection against personal liability, (ii) specific contractual assurance that such protection will be available to Indemnitee (regardless of, among other things, any amendment to or revocation of Tyco International plc’s Articles of Association or any change in the composition of Tyco International plc’s Board of Directors or acquisition transaction relating to Tyco International plc), Tyco International plc wishes to provide in this Agreement for the indemnification by Tyco International plc of Indemnitee as set forth in this Agreement;

NOW, THEREFORE, in consideration of the above premises and of Indemnitee continuing to serve Tyco International plc directly or, at its request, with another Enterprise, and intending to be legally bound hereby, the parties agree as follows:

1. Certain Definitions .

(a) Affiliate : any corporation or other person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified.

(b) Board : the Board of Directors of Tyco International plc.

(i) any “person,” as such term is used in Sections 3(a)(9) and 13(d) of the Exchange Act, becomes a “beneficial owner,” as such term is used in Rule 13d-3 promulgated under the Exchange Act, of 50% or more of the Voting Shares (as defined below) of Tyco International plc;

(ii) the majority of the Board consists of individuals other than Incumbent Directors, which term means the members of the Board as of the execution hereof, provided that any person becoming a director subsequent to such time whose election or nomination for election was supported by three-quarters of the directors who immediately prior to such election or nomination for election comprised the Incumbent Directors shall be considered to be an Incumbent Director;

(iii) Tyco International plc adopts any plan of liquidation providing for the distribution of all or substantially all of its assets;

(iv) all or substantially all of the assets or business of Tyco International plc is disposed of pursuant to a merger, consolidation or other transaction (unless the shareholders of Tyco International plc immediately prior to such a merger, consolidation or other transaction beneficially own, directly or indirectly, in substantially the same proportion as they owned the Voting Shares of Tyco International plc, all of the Voting Shares or other ownership interests of the entity or entities, if any, that succeed to the business of Tyco International plc); or

(v) Tyco International plc combines with another company and is the surviving entity but, immediately after the combination, the shareholders of Tyco International plc immediately prior to the combination hold, directly or indirectly, 50% or less of the Voting Shares of the combined company (there being excluded from the number of shares held by such shareholders, but not from the Voting Shares of the combined company, any shares received by Affiliates of such other company in exchange for shares of such other company), provided, however, that any occurrence that would, in the absence of this proviso, otherwise constitute a Change in Control pursuant to any of clause (i), (iii), (iv) or (v) above, shall not constitute a Change in Control if such occurrence is approved by a majority of the directors on the Board who were directors immediately prior to such occurrence.

(d) Enterprise : Tyco International plc and any other corporation, body corporate, company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of Tyco International plc or an Affiliate of Tyco International plc as a director, officer, secretary, trustee, general partner, managing member, fiduciary, board of directors’ committee member, employee or agent.

(e) Exchange Act : the U.S. Securities Exchange Act of 1934, as amended.

(f) Expenses : any expense, liability, or loss, including attorneys’ fees, judgments, fines, ERISA excise taxes and penalties, amounts paid or to be paid in settlement, any interest, assessments, or other charges imposed thereon, any federal, state, local, or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement, and all other costs and obligations, paid or incurred in connection with investigating, defending, prosecuting (subject to Section 2(b)), being a witness in, participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding relating to any Indemnifiable Event. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent.

(g) Indemnifiable Event : any event or occurrence that takes place either prior to or after the execution of this Agreement, related to the fact that Indemnitee is or was a director, officer, secretary or employee of Tyco International plc, or while a director, secretary or officer of Tyco International plc is or was serving at the request of Tyco International plc or an Affiliate of Tyco International plc as a director, officer, secretary, employee, trustee, agent, or fiduciary of another foreign or domestic corporation, partnership, body corporate, company, joint venture, employee benefit plan, trust, or other Enterprise, or related to anything done or not done by Indemnitee in

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any such capacity, whether or not the basis of the Proceeding is alleged action in an official capacity as a director, officer, secretary, employee, trustee, agent, or fiduciary or in any other capacity while serving as a director, officer, secretary, employee, trustee, agent, or fiduciary.

(h) Independent Counsel : the meaning specified in Section 3.

(i) Proceeding : any threatened, pending, or completed action, suit, or proceeding or any alternative dispute resolution mechanism (including an action by or in the right of Tyco International plc), or any inquiry, hearing, tribunal or investigation, whether conducted by Tyco International plc or any other party, that Indemnitee in good faith believes might lead to the institution of any such action, suit, or proceeding, whether civil, criminal, administrative, investigative, or other, or otherwise might give rise to adverse consequences or findings in respect of the Indemnitee.

(j) Reviewing Party : the meaning specified in Section 3.

(k) Voting Shares : shares of any class or classes having general voting power under ordinary circumstances, in the absence of contingencies, to elect the directors (or similar function) of an Enterprise.

2. Agreement to Indemnify .

(a) General Agreement . In the event Indemnitee was, is, or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, Tyco International plc shall indemnify Indemnitee from and against any and all Expenses to the fullest extent permitted by law, as the same exists or may hereafter be amended or interpreted (but in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits Tyco International plc to provide broader indemnification rights than were permitted prior thereto). For the purposes of this Agreement, the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to: (i) to the fullest extent permitted by the provisions of Irish law and/or the Articles of Association or constitution of Tyco International plc that authorize, permit or contemplate indemnification by agreement, court action or corresponding provisions of any amendment to or replacement of such provisions; and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of Irish law and/or the Articles of Association or constitution of Tyco International plc adopted after the date of this Agreement that increase the extent to which a company may indemnify its directors or secretary.

(b) Initiation of Proceeding . Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against Tyco International plc or any of its Affiliates or any director, officer or employee of Tyco International plc or any of its Affiliates unless (i) Tyco International plc has joined in or the Board has consented to the initiation of such Proceeding; (ii) the Proceeding is one to enforce indemnification rights under Section 4; or (iii) the Proceeding is instituted after a Change in Control and Independent Counsel has approved its initiation.

(c) Mandatory Indemnification . Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any Proceeding

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relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, Indemnitee shall be indemnified by Tyco International plc hereunder against all Expenses incurred in connection therewith.

(d) Partial Indemnification . If Indemnitee is entitled under any provision of this Agreement to indemnification by Tyco International plc for some or a portion of Expenses, but not, however, for the total amount thereof, Tyco International plc shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

(e) Prohibited Indemnification . No indemnification pursuant to this Agreement shall be paid by Tyco International plc:

(i) on account of any Proceeding in which a final and non-appealable judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of Tyco International plc pursuant to the provisions of Section 16(b) of the Exchange Act or similar provisions of any federal, state, or local laws;

(ii) if a court of competent jurisdiction by a final and non-appealable judgment, shall determine that such indemnification is not permitted under applicable law;

(iii) on account of any Proceeding relating to an Indemnifiable Event as to which the Indemnitee has been convicted of a crime constituting a felony under the laws of the jurisdiction where the criminal action had been brought (or, where a jurisdiction does not classify any crime as a felony, a crime for which Indemnitee is sentenced to death or imprisonment for a term exceeding one year); or

(iv) on account of any Proceeding brought by Tyco International plc or any of its subsidiaries against Indemnitee.

3. Reviewing Party; Exhaustion of Remedies .

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last five years. The Independent Counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing Tyco International plc, Tyco Management or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. Such counsel, among other things, shall render its written opinion to Tyco International plc, Tyco Management and Indemnitee as to whether and to what extent the Indemnitee should be permitted to be indemnified under applicable law. In doing so, the Independent Counsel may consult with (and rely upon) counsel in any appropriate jurisdiction who would qualify as Independent Counsel (“Local Counsel”). To the fullest extent permitted by law, Tyco International plc agrees to pay the reasonable fees of the Independent Counsel and the Local Counsel and to indemnify fully such counsel against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the engagement of Independent Counsel or the Local Counsel pursuant hereto.

(b) The Tyco Management Indemnification Agreement provides that, prior to making written demand on Tyco Management for indemnification pursuant to Section 4(a) of the Tyco Management Indemnification Agreement or making a request for Expense Advance (as defined in the Tyco Management Indemnification Agreement) pursuant to Section 2(c) of the Tyco Management Indemnification Agreement, Indemnitee shall (i) seek such indemnification or Expense Advance, as applicable, under any applicable insurance policy and (ii) request that Tyco International plc consider in its discretion whether to make such indemnification or Expense Advance, as applicable. Upon any such request by Indemnitee of Tyco International plc, Tyco International plc shall consider whether to make such indemnification or Expense Advance, as applicable, based on the facts and circumstances related to the request. Tyco International plc may require, as a condition to making any indemnification or Expense Advance, as applicable, that Indemnitee enter into an agreement providing for such indemnification or Expense Advance, as applicable, to be made subject to substantially the same terms and conditions applicable to an indemnification or Expense Advance, as applicable, by Tyco Management under the Tyco Management Indemnification Agreement (including, without limitation, conditioning any Expense Advance upon delivery to Tyco International plc of an undertaking of the type described in clause (i) of the proviso to Section 2(c) of the Tyco Management Indemnification Agreement).

4. Indemnification Process and Appeal .

(a) Indemnification Payment . Indemnitee shall be entitled to indemnification of Expenses, and shall receive payment thereof, from Tyco International plc in accordance with this Agreement as soon as practicable after Indemnitee has made written demand on Tyco International plc for indemnification, unless the Reviewing Party has given a written opinion to Tyco International plc that Indemnitee is not entitled to indemnification under applicable law.

(b) Adjudication or Arbitration . (i) Regardless of any action by the Reviewing Party, if Indemnitee has not received full indemnification within thirty days after making a demand or request in accordance with Section 4(a) (a “Nonpayment”), Indemnitee shall have the right to enforce its indemnification rights under this Agreement by commencing litigation in any court located in the country of Ireland (an “Irish Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on Tyco International plc, Tyco Management

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and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. Tyco International plc, Tyco Management and Indemnitee hereby irrevocably and unconditionally (A) consent to submit to the non-exclusive jurisdiction of the Irish Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (B) waive any objection to the laying of venue of any such action or proceeding in the Irish Court, and (C) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Irish Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action or proceeding in any other court.

(ii) Alternatively, in the case of a Nonpayment, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association.

(iii) In the event that a determination shall have been made pursuant to Section 4(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 4(b) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 4(b) Tyco International plc shall have the burden of proving Indemnitee is not entitled to indemnification.

(iv) In the event that Indemnitee, pursuant to this Section 4(b), seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this Agreement, and it is determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive all of the indemnification sought, Indemnitee shall be entitled to recover from Tyco International plc, and shall be indemnified by Tyco International plc against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification sought, the Indemnitee shall be entitled to recover from Tyco International plc, and shall be indemnified by Tyco International plc against, any and all Expenses reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration.

(c) Defense to Indemnification, Burden of Proof, and Presumptions . (i) It shall be a defense to any action brought by Indemnitee against Tyco International plc to enforce this Agreement that it is not permissible under applicable law for Tyco International plc to indemnify Indemnitee for the amount claimed.

(ii) In connection with any action or any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proving such a defense or determination shall be on Tyco International plc.

(iii) Neither the failure of the Reviewing Party to have made a determination prior to the commencement of such action by Indemnitee that indemnification of the Indemnitee is proper under the circumstances because Indemnitee has met the standard of conduct set forth in applicable law, nor an actual determination by the Reviewing Party that the Indemnitee had not met such applicable standard of conduct, shall, of itself, be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct.

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(iv) For purposes of this Agreement, to the fullest extent permitted by law, the termination of any claim, action, suit, or proceeding, by judgment, order, settlement (whether with or without court approval), conviction, or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law.

(v) For purposes of any determination of good faith, to the fullest extent permitted by law, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of any Enterprise, including financial statements, or on information supplied to Indemnitee by the management of such Enterprise in the course of their duties, or on the advice of legal counsel for such Enterprise or on information or records given or reports made to such Enterprise by an independent certified public accountant or by an appraiser or other expert selected by such Enterprise. The provisions of this Section 4(c)(v) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in applicable law.

(vi) The knowledge and/or actions, or failure to act, of any other director, trustee, partner, managing member, fiduciary, officer, agent or employee of any Enterprise shall, to the fullest extent permitted by law, not be imputed to Indemnitee for purposes of determining any right to indemnification under this Agreement.

(vii) To the fullest extent permitted by law, Tyco International plc shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Agreement that the procedures or presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any court or before any arbitrator that Tyco International plc is bound by all the provisions of this Agreement.

5. Indemnification for Expenses Incurred in Enforcing Rights . In addition to Indemnitee’s rights under Section 4(b)(iv), Tyco International plc shall indemnify Indemnitee to the fullest extent permitted by law against any and all Expenses that are incurred by Indemnitee in connection with any action brought by Indemnitee:

(a) for indemnification or advance payment of Expenses under any agreement to which Tyco International plc or any of its Affiliates is a party (other than this Agreement) or under applicable law, Tyco International plc’s Articles of Association, constitution or the Tyco Management Organizational Documents now or hereafter in effect relating to indemnification or advance payment of Expenses for Indemnifiable Events (it being specified, for the avoidance of doubt, that this clause (a) shall not be deemed to provide Indemnitee with a right to the indemnification or advance payment of Expenses being sought in such action), and/or

(b) for recovery under directors’ and officers’ liability insurance policies maintained by Tyco International plc, but, in either case, only in the event that Indemnitee ultimately is determined to be entitled to such indemnification or expense advance or insurance recovery, as the case may be.

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6. Notification and Defense of Proceeding .

(a) Notice . Promptly after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee shall, if a claim in respect thereof is to be made against Tyco International plc under this Agreement, notify Tyco International plc and Tyco Management of the commencement thereof; but the omission so to notify Tyco International plc and Tyco Management will not relieve Tyco International plc from any liability that it may have to Indemnitee, except as provided in Section 6(c).

(b) Defense . With respect to any Proceeding as to which Indemnitee notifies Tyco International plc and Tyco Management of the commencement thereof, Tyco International plc will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent Tyco International plc so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from Tyco International plc to Indemnitee of its election to assume the defense of any Proceeding, Tyco International plc shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from Tyco International plc of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by Tyco International plc, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and Tyco International plc in the defense of the Proceeding, (iii) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) Tyco International plc shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by Tyco International plc to the fullest extent permitted by law. Tyco International plc shall not be entitled to assume the defense of any Proceeding (x) brought by or on behalf of Tyco Management or Tyco International plc, (y) as to which Indemnitee shall have made the determination provided for in (ii) above or (z) after a Change in Control (it being specified, for the avoidance of doubt, that Tyco International plc may assume defense of any such proceeding described in this sentence with Indemnitee’s consent, provided that any such consent shall not affect the rights of Indemnitee under the foregoing provisions of this Section 6(b)).

(c) Settlement of Claims . Tyco International plc shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without Tyco International plc’s written consent, such consent not to be unreasonably withheld; provided, however, that if a Change in Control has occurred, Tyco International plc shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Tyco International plc shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Tyco International plc shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial award if Tyco International plc was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action; Tyco International plc’s liability hereunder shall not be excused if assumption of the defense of the Proceeding by Tyco International plc was barred by this Agreement.

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7. Establishment of Trust . In the event of a Change in Control Tyco International plc shall, upon written request by Indemnitee, create a trust for the benefit of the Indemnitee (the “Trust”) and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request (a) to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event and (b) to be indemnifiable pursuant to this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trust shall continue to be funded by Tyco International plc in accordance with the funding obligation set forth above, (iii) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement, and (iv) all unexpended funds in the Trust shall revert to Tyco International plc upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust (the “Trustee”) shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve Tyco International plc of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by Tyco International plc for federal, state, local, and foreign tax purposes. Tyco International plc shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorney’s fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

8. Non-Exclusivity . The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under Tyco International plc’s Articles of Association, constitution, the Tyco Management Organizational Documents, the Tyco Management Indemnification Agreement, applicable law, or otherwise. To the extent that a change in applicable law (whether by statute or judicial decision) permits greater indemnification than would be afforded currently under Tyco International plc’s Articles of Association, constitution, the Tyco Management Organizational Documents, the Tyco Management Indemnification Agreement, applicable law or this Agreement, it is the intent of the parties that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change.

9. Exclusions . In addition to and notwithstanding any other provision of this Agreement to the contrary, Tyco International plc shall not be obligated under this Agreement to make any payment pursuant to this Agreement for which payment is expressly prohibited by law (including, with respect to any director or secretary of Tyco International plc, in respect of any liability expressly prohibited from being indemnified pursuant to section 200 of the Irish Companies Act 1963 (as amended) (including any successor provisions, “Section 200”), but (i) in no way limiting any rights under section 391 of the Irish Companies Act 1963 (as amended), and (ii) to the extent any such limitations or prescriptions are amended or determined by a court of a competent jurisdiction to be void or inapplicable, or relief to the contrary is granted, then the Indemnitee shall receive the greatest rights then available under law.

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10. Continuation of Contractual Indemnity or Period of Limitations . All agreements and obligations of Tyco International plc contained herein shall continue for so long as Indemnitee shall be subject to, or involved in, any proceeding for which indemnification is provided pursuant to this Agreement. Notwithstanding the foregoing, no legal action shall be brought and no cause of action shall be asserted by or on behalf of Tyco International plc or any Affiliate of Tyco International plc against Indemnitee, Indemnitee’s spouse, heirs, executors, or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, or such longer period as may be required by the laws of Ireland under the circumstances. Any claim or cause of action of Tyco International plc or its Affiliate shall be extinguished and deemed released unless asserted by the timely filing and notice of a legal action within such period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action, the shorter period shall govern.

11. Amendment of this Agreement . No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto. No waiver of any of the provisions of this Agreement shall be binding unless in the form of a writing signed by the party against whom enforcement of the waiver is sought, and no such waiver shall operate as a continuing waiver. Except as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.

12. Subrogation . In the event of payment under this Agreement, Tyco International plc shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable Tyco International plc effectively to bring suit to enforce such rights.

13. No Duplication of Payments . Tyco International plc shall not be liable under this Agreement to make any payment in connection with any claim made by Indemnitee to the extent Indemnitee has otherwise received payment (under any insurance policy, Tyco International plc’s Articles of Association, constitution, the Tyco Management Organizational Documents, the Tyco Management Indemnification Agreement or otherwise) of the amounts otherwise indemnifiable hereunder.

14. Obligations of Tyco International plc . In the event a Proceeding results in a judgment in Indemnitee’s favor or otherwise is disposed of in a manner that allows Tyco International plc to indemnify Indemnitee in connection with such Proceeding under the Articles of Association of Tyco International plc as then in effect, Tyco International plc will provide such indemnification to Indemnitee and will reimburse Tyco Management for any indemnification or Expense Advance previously made by Tyco Management in connection with such Proceeding.

15. Binding Effect . This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or substantially all of the business and/or assets of Tyco International plc), assigns, spouses, heirs, and personal and legal representatives; provided, however, that Tyco Management shall be a beneficiary of, and have the right to enforce, Section 14 hereof. Tyco International plc shall require and cause any successor thereof (whether direct or indirect by purchase, merger, consolidation, or otherwise) to all, substantially

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all, or a substantial part, of the business and/or assets of Tyco International plc, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that Tyco International plc would be required to perform if no such succession had taken place. The indemnification provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity pertaining to an Indemnifiable Event even though he may have ceased to serve in such capacity at the time of any Proceeding or is deceased and shall inure to the benefit of the heirs, executors, administrators, legatees and assigns of such a person.

16. Severability . If any provision (or portion thereof) of this Agreement shall be held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of this Agreement containing any provision held to be invalid, void, or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, void or unenforceable.

17. Governing Law . This Agreement shall be governed by and construed and enforced in accordance with the laws of Ireland applicable to contracts made and to be performed in such State without giving effects to its principles of conflicts of laws.

18. Notices . All notices, demands, and other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered by hand, against receipt, or mailed, postage prepaid, certified or registered mail, return receipt requested, and addressed to Tyco International plc at:

Tyco International plc

Unit 1202 Building 1000

City Gate

Mahon

Cork

Ireland

Attn:

Email:

and

Tyco Fire & Security (US) Management, Inc

9 Roszel Road

Princeton

New Jersey 08540

United States

Attn:

Email:

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And to Indemnitee at:

Notice of change of address shall be effective only when given in accordance with this Section. All notices complying with this Section shall be deemed to have been received on the date of hand delivery or on the third business day after mailing.

19. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF the parties have executed this Deed of Indemnification as a deed with the intention that it be delivered on the date first written above.

GIVEN under the common seal of

TYCO INTERNATIONAL PUBLIC LIMITED COMPANY

and DELIVERED as a DEED

Duly Authorised Signatory

SIGNED AND DELIVERED as a deed

in the presence of:

Witness

Name of Witness:

Address of Witness:

Occupation of Witness:

Indemnitee

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Exhibit 10.2

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of , is made by and between Tyco Fire & Security (US) Management, Inc, a Nevada corporation (“Tyco Management”), and (“Indemnitee”).

WHEREAS, Tyco Management is a wholly owned subsidiary of Tyco International plc;

WHEREAS, it is essential to Tyco Management and Tyco International plc that Tyco International plc retain and attract as directors, secretary and officers the most capable persons available;

WHEREAS, Tyco Management has requested that the Indemnitee serve as a director, officer, secretary or employee of Tyco International plc, and, if requested to do so by Tyco Management, as a director, officer, secretary, employee, trustee, agent, or fiduciary of another foreign or domestic corporation, partnership, limited liability company, joint venture, employee benefit plan, trust, or other Enterprise; and

WHEREAS, each of Tyco International plc, Tyco Management and Indemnitee recognize the increased risk of litigation and other claims currently being asserted against directors and officers of companies;

WHEREAS, due to restrictions imposed by Irish law, the Articles of Association of Tyco International plc do not confer indemnification and advancement rights on its directors and secretary as broad as the indemnification and advancement rights that are customarily provided to the directors and secretary of a company organized under the laws of a U.S. state;

WHEREAS, in recognition of Indemnitee’s need for (i) substantial protection against personal liability, (ii) specific contractual assurance that such protection will be available to Indemnitee (regardless of, among other things, any amendment to or revocation of Tyco International plc’s Articles of Association, the certificate of incorporation or bylaws of Tyco Management (the “Tyco Management Organizational Documents”) or any change in the composition of Tyco International plc’s Board of Directors or acquisition transaction relating to Tyco International plc), Tyco Management wishes to provide in this Agreement for the indemnification by Tyco Management of and the advancing by Tyco Management of expenses to Indemnitee as set forth in this Agreement;

NOW, THEREFORE, in consideration of the above premises and of Indemnitee continuing to serve Tyco International plc directly or, at Tyco Management’s request, with another Enterprise, and intending to be legally bound hereby, the parties agree as follows:

1. Certain Definitions .

(b) Board : the Board of Directors of Tyco International plc.

(iii) Tyco International plc adopts any plan of liquidation providing for the distribution of all or substantially all of its assets;

(d) Enterprise : Tyco International plc and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of Tyco Management as a director, officer, secretary, trustee, general partner, managing member, fiduciary, board of directors’ committee member, employee or agent.

(e) Exchange Act : the U.S. Securities Exchange Act of 1934, as amended.

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the foregoing in, any Proceeding relating to any Indemnifiable Event. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent.

(g) Indemnifiable Event : any event or occurrence that takes place either prior to or after the execution of this Agreement, related to the fact that Indemnitee is or was a director, officer, secretary or employee of Tyco International plc, or while a director or secretary of Tyco International plc is or was serving at the request of Tyco Management as a director, officer, secretary, employee, trustee, agent, or fiduciary of another foreign or domestic corporation, partnership, limited liability company, joint venture, employee benefit plan, trust, or other Enterprise, or related to anything done or not done by Indemnitee in any such capacity, whether or not the basis of the Proceeding is alleged action in an official capacity as a director, officer, secretary, employee, trustee, agent, or fiduciary or in any other capacity while serving as a director, officer, secretary, employee, trustee, agent, or fiduciary.

(h) Independent Counsel : the meaning specified in Section 3.

(i) Proceeding : any threatened, pending, or completed action, suit, or proceeding or any alternative dispute resolution mechanism (including an action by or in the right of Tyco International plc), or any inquiry, hearing, tribunal, or investigation, whether conducted by Tyco International plc or any other party, that Indemnitee in good faith believes might lead to the institution of any such action, suit, or proceeding, whether civil, criminal, administrative, investigative, or other, or otherwise might give rise to adverse consequences or findings in respect of the Indemnitee.

(j) Reviewing Party : the meaning specified in Section 3.

2. Agreement to Indemnify .

(a) General Agreement . In the event Indemnitee was, is, or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, Tyco Management shall indemnify Indemnitee from and against any and all Expenses to the fullest extent permitted by law, as the same exists or may hereafter be amended or interpreted (but in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits Tyco Management to provide broader indemnification rights than were permitted prior thereto). The parties hereto intend that this Agreement shall provide for indemnification in excess of that expressly permitted by statute or provided by Tyco International plc’s Articles of Association, the separate deed of indemnification which Indemnitee has with Tyco International plc, the Tyco Management Organizational Documents or applicable law.

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any director, officer or employee of Tyco International plc or any of its Affiliates unless (i) Tyco International plc has joined in or the Board has consented to the initiation of such Proceeding; (ii) the Proceeding is one to enforce indemnification rights under Section 4; or (iii) the Proceeding is instituted after a Change in Control and Independent Counsel has approved its initiation.

(c) Expense Advances . If so requested by Indemnitee, Tyco Management shall advance (within five business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”); provided that, (i) such Expense Advance shall be made only upon delivery to Tyco Management of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified by Tyco Management, (ii) Tyco Management shall not (unless a court of competent jurisdiction shall determine otherwise) be required to make an Expense Advance if and to the extent that the Reviewing Party has determined that Indemnitee is not permitted to be indemnified under applicable law, and (iii) if and to the extent that the Reviewing Party determines after payment of one or more Expense Advances that Indemnitee would not be permitted to be so indemnified under applicable law, Tyco Management shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse Tyco Management) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction or commences arbitration to secure a determination that Indemnitee is entitled to indemnification or Expense Advance, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse Tyco Management for any Expense Advance until a final determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee’s obligation to reimburse Tyco Management for Expense Advances shall be unsecured and no interest shall be charged thereon.

(d) Mandatory Indemnification . Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any Proceeding relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, Indemnitee shall be indemnified by Tyco Management hereunder against all Expenses incurred in connection therewith.

(e) Partial Indemnification . If Indemnitee is entitled under any provision of this Agreement to indemnification by Tyco Management for some or a portion of Expenses, but not, however, for the total amount thereof, Tyco Management shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

(f) Prohibited Indemnification . No indemnification pursuant to this Agreement shall be paid by Tyco Management:

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(ii) if a court of competent jurisdiction by a final and non-appealable judgment, shall determine that such indemnification is not permitted under applicable law;

(iv) on account of any Proceeding brought by Tyco International plc or any of its subsidiaries against Indemnitee.

3. Reviewing Party; Exhaustion of Remedies .

(a) Prior to any Change in Control, the reviewing party (the “Reviewing Party”) shall be any appropriate person or body consisting of a member or members of the Board or any other person or body appointed by the Board who is not a party to the particular Proceeding with respect to which Indemnitee is seeking indemnification; after a Change in Control, the Independent Counsel referred to below shall become the Reviewing Party. With respect to all matters arising after a Change in Control concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement, the separate deed of indemnification which Indemnitee has with Tyco International plc or any other agreement to which Tyco International plc or any of its Affiliates is a party or under applicable law, Tyco International plc’s Articles of Association or the Tyco Management Organizational Documents now or hereafter in effect relating to indemnification for Indemnifiable Events, Tyco International plc and Tyco Management shall seek legal advice only from independent counsel (“Independent Counsel”) selected by Indemnitee and approved by Tyco International plc (which approval shall not be unreasonably withheld), and who has not otherwise performed services for Tyco International plc, Tyco Management or the Indemnitee (other than in connection with indemnification matters) within the last five years. The Independent Counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing Tyco International plc, Tyco Management or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. Such counsel, among other things, shall render its written opinion to Tyco International plc, Tyco Management and Indemnitee as to whether and to what extent the Indemnitee should be permitted to be indemnified under applicable law. In doing so, the Independent Counsel may consult with (and rely upon) counsel in any appropriate jurisdiction who would qualify as Independent Counsel (“Local Counsel”). Tyco Management agrees to pay the reasonable fees of the Independent Counsel and the Local Counsel and to indemnify fully such counsel against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the engagement of Independent Counsel or the Local Counsel pursuant hereto.

(b) Prior to making written demand on Tyco Management for indemnification pursuant to Section 4(a) or making a request for Expense Advance pursuant to Section 2(c), Indemnitee shall (i) seek such indemnification or Expense Advance, as applicable, under any applicable insurance policy and (ii) request that Tyco International plc consider in its discretion whether to make such indemnification or Expense Advance, as applicable. Upon any such request by Indemnitee of

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Tyco International plc, Tyco International plc shall consider whether to make such indemnification or Expense Advance, as applicable, based on the facts and circumstances related to the request. Tyco International plc may require, as a condition to making any indemnification or Expense Advance, as applicable, that Indemnitee enter into an agreement providing for such indemnification or Expense Advance, as applicable, to be made subject to substantially the same terms and conditions applicable to an indemnification or Expense Advance, as applicable, by Tyco Management hereunder (including, without limitation, conditioning any Expense Advance upon delivery to Tyco International plc of an undertaking of the type described in clause (i) of the proviso to Section 2(c)). In the event indemnification or Expense Advance, as applicable, is not received pursuant to an insurance policy, or from Tyco International plc, within 5 business days of the later of Indemnitee’s request of the insurer and Indemnitee’s request of Tyco International plc as provided in the first sentence of this Section 3(b), Indemnitee may make written demand on Tyco Management for indemnification pursuant to Section 4(a) or make a request for Expense Advance pursuant to Section 2(c), as applicable.

4. Indemnification Process and Appeal .

(a) Indemnification Payment . Indemnitee shall be entitled to indemnification of Expenses, and shall receive payment thereof, from Tyco Management in accordance with this Agreement as soon as practicable after Indemnitee has made written demand on Tyco Management for indemnification, unless the Reviewing Party has given a written opinion to Tyco Management that Indemnitee is not entitled to indemnification under applicable law.

(b) Adjudication or Arbitration . (i) Regardless of any action by the Reviewing Party, if Indemnitee has not received full indemnification or Expense Advance within thirty days after making a demand or request in accordance with Section 4(a) or Section 2(c), as applicable (a “Nonpayment”), Indemnitee shall have the right to enforce its indemnification rights under this Agreement by commencing litigation in any federal or state court located in the State of Delaware (a “Delaware Court”) having subject matter jurisdiction thereof seeking an initial determination by the court or by challenging any determination by the Reviewing Party or any aspect thereof. Any determination by the Reviewing Party not challenged by Indemnitee in any such litigation shall be binding on Tyco International plc, Tyco Management and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity. Tyco International plc, Tyco Management and Indemnitee hereby irrevocably and unconditionally (A) consent to submit to the non-exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (B) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (C) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum. For the avoidance of doubt, nothing in this Agreement shall limit any right Indemnitee may have under applicable law to bring any action or proceeding in any other court.

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(iii) In the event that a determination shall have been made pursuant to Section 4(a) or 2(c) of this Agreement that Indemnitee is not entitled to indemnification or Expense Advance, any judicial proceeding or arbitration commenced pursuant to this Section 4(b) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 4(b) Tyco Management shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 4(b), Indemnitee shall not be required to reimburse Tyco Management for any advances pursuant to Section 2(c) until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).

(iv) In the event that Indemnitee, pursuant to this Section 4(b), seeks a judicial adjudication of or an award in arbitration to enforce his or her rights under, or to recover damages for breach of, this Agreement, and it is determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive all of the indemnification or advancement of Expenses sought, Indemnitee shall be entitled to recover from Tyco Management, and shall be indemnified by Tyco Management against, any and all Expenses actually and reasonably incurred by him in such judicial adjudication or arbitration. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the Indemnitee shall be entitled to recover from Tyco Management, and shall be indemnified by Tyco Management against, any and all Expenses reasonably incurred by Indemnitee in connection with such judicial adjudication or arbitration.

(c) Defense to Indemnification, Burden of Proof, and Presumptions . (i) It shall be a defense to any action brought by Indemnitee against Tyco Management to enforce this Agreement that it is not permissible under applicable law for Tyco Management to indemnify Indemnitee for the amount claimed.

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(v) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of any Enterprise, including financial statements, or on information supplied to Indemnitee by the management of such Enterprise in the course of their duties, or on the advice of legal counsel for such Enterprise or on information or records given or reports made to such Enterprise by an independent certified public accountant or by an appraiser or other expert selected by such Enterprise. The provisions of this Section 4(c)(v) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in applicable law.

(vi) The knowledge and/or actions, or failure to act, of any other director, trustee, partner, managing member, fiduciary, officer, agent or employee of any Enterprise shall not be imputed to Indemnitee for purposes of determining any right to indemnification under this Agreement.

(vii) Tyco Management shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Agreement that the procedures or presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any court or before any arbitrator that Tyco Management is bound by all the provisions of this Agreement.

5. Indemnification for Expenses Incurred in Enforcing Rights . In addition to Indemnitee’s rights under Section 4(b)(iv), Tyco Management shall indemnify Indemnitee against any and all Expenses that are incurred by Indemnitee in connection with any action brought by Indemnitee:

(a) for indemnification or advance payment of Expenses under any agreement to which Tyco Management or any of its Affiliates is a party (other than this Agreement) or under applicable law, Tyco International plc’s Articles of Association, constitution or the Tyco Management Organizational Documents now or hereafter in effect relating to indemnification or advance payment of Expenses for Indemnifiable Events (it being specified, for the avoidance of doubt, that this clause (a) shall not be deemed to provide Indemnitee with a right to the indemnification or advance payment of Expenses being sought in such action), and/or

(b) for recovery under directors’ and officers’ liability insurance policies maintained by Tyco International plc,

but, in either case, only in the event that Indemnitee ultimately is determined to be entitled to such indemnification or expense advance or insurance recovery, as the case may be. In addition, Tyco Management shall, if so requested by Indemnitee, advance the foregoing Expenses and any Expenses incurred in any action brought pursuant to Section 4 to Indemnitee, subject to and in accordance with Section 2(c).

6. Notification and Defense of Proceeding .

(a) Notice . Promptly after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee shall, if a claim in respect thereof is to be made against Tyco Management under this Agreement, notify Tyco International plc and Tyco Management of the commencement thereof; but the omission so to notify Tyco International plc and Tyco Management will not relieve Tyco Management from any liability that it may have to Indemnitee, except as provided in Section 6(c).

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(b) Defense . With respect to any Proceeding as to which Indemnitee notifies Tyco International plc and Tyco Management of the commencement thereof, Tyco Management will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent Tyco Management so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from Tyco Management to Indemnitee of its election to assume the defense of any Proceeding, Tyco Management shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from Tyco Management of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by Tyco Management, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and Tyco Management in the defense of the Proceeding, (iii) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) Tyco Management shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by Tyco Management. Tyco Management shall not be entitled to assume the defense of any Proceeding (x) brought by or on behalf of Tyco International plc or Tyco Management, (y) as to which Indemnitee shall have made the determination provided for in (ii) above or (z) after a Change in Control (it being specified, for the avoidance of doubt, that Tyco Management may assume defense of any such proceeding described in this sentence with Indemnitee’s consent, provided that any such consent shall not affect the rights of Indemnitee under the foregoing provisions of this Section 6(b)).

(c) Settlement of Claims . Tyco Management shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without Tyco Management’s written consent, such consent not to be unreasonably withheld; provided, however, that if a Change in Control has occurred, Tyco Management shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Tyco Management shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Tyco Management shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial award if Tyco Management was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action; Tyco Management’s liability hereunder shall not be excused if assumption of the defense of the Proceeding by Tyco Management was barred by this Agreement.

7. Establishment of Trust . In the event of a Change in Control Tyco Management shall, upon written request by Indemnitee, create a trust for the benefit of the Indemnitee (the “Trust”) and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request (a) to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event and (b) to be indemnifiable pursuant to this Agreement. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trustee (as defined below) shall advance, within five business

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days of a request by the Indemnitee, any and all Expenses to the Indemnitee on the same terms and conditions as provided in Section 2(c) (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse Tyco Management under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by Tyco Management in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement, and (v) all unexpended funds in the Trust shall revert to Tyco Management upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust (the “Trustee”) shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve Tyco Management of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by Tyco Management for federal, state, local, and foreign tax purposes. Tyco Management shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorney’s fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

8. Non-Exclusivity . The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under Tyco International plc’s Articles of Association, constitution, the separate deed of indemnification which Indemnitee has with Tyco International plc, the Tyco Management Organizational Documents, applicable law or otherwise. To the extent that a change in applicable law (whether by statute or judicial decision) permits greater indemnification than would be afforded currently under Tyco International plc’s Articles of Association, the separate deed of indemnification which Indemnitee has with Tyco International plc, the Tyco Management Organizational Documents, applicable law or this Agreement, it is the intent of the parties that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change.

9. Continuation of Contractual Indemnity or Period of Limitations . All agreements and obligations of Tyco Management contained herein shall continue for so long as Indemnitee shall be subject to, or involved in, any proceeding for which indemnification is provided pursuant to this Agreement. Notwithstanding the foregoing, no legal action shall be brought and no cause of action shall be asserted by or on behalf of Tyco Management or any Affiliate of Tyco Management against Indemnitee, Indemnitee’s spouse, heirs, executors, or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, or such longer period as may be required by the laws of Delaware under the circumstances. Any claim or cause of action of Tyco Management or its Affiliate shall be extinguished and deemed released unless asserted by the timely filing and notice of a legal action within such period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action, the shorter period shall govern.

10. Contribution . To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever (other than pursuant to the terms hereof), Tyco Management, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an Indemnifiable Event under this Agreement, in such proportion as is

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deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by Tyco International plc and Tyco Management, on one hand, and Indemnitee, on the other hand, as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of Tyco International plc and Tyco Management (and their respective directors, officers, employees and agents), on one hand, and Indemnitee, on the other hand, in connection with such event(s) and/or transaction(s).

12. Subrogation . In the event of payment under this Agreement, Tyco Management shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable Tyco Management effectively to bring suit to enforce such rights.

13. No Duplication of Payments . Tyco Management shall not be liable under this Agreement to make any payment in connection with any claim made by Indemnitee to the extent Indemnitee has otherwise received payment (under any insurance policy, Tyco International plc’s Articles of Association, the separate deed of indemnification which Indemnitee has with Tyco International plc, the Tyco Management Organizational Documents or otherwise) of the amounts otherwise indemnifiable hereunder.

14. Binding Effect . This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or substantially all of the business and/or assets of the Tyco Management), assigns, spouses, heirs, and personal and legal representatives. Tyco Management shall require and cause any successor thereof (whether direct or indirect by purchase, merger, consolidation, or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Tyco Management, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that Tyco Management would be required to perform if no such succession had taken place. The indemnification provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity pertaining to an Indemnifiable Event even though he may have ceased to serve in such capacity at the time of any Proceeding or is deceased and shall inure to the benefit of the heirs, executors, administrators, legatees and assigns of such a person.

15. Severability . If any provision (or portion thereof) of this Agreement shall be held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of this Agreement containing any provision held to be invalid, void, or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, void or unenforceable.

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16. Governing Law . This Agreement shall be governed by and construed and enforced in accordance with the laws of Delaware applicable to contracts made and to be performed in such State without giving effects to its principles of conflicts of laws.

17. Notices . All notices, demands, and other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered by hand, against receipt, or mailed, postage prepaid, certified or registered mail, return receipt requested, and addressed to Tyco Management at:

Tyco Fire & Security (US) Management, Inc

9 Roszel Road

Princeton

New Jersey 08540

United States

Attn:

Email:

If to Tyco International plc, to:

Tyco International plc

Unit 1202 Building 1000

City Gate

Mahon

Cork

Ireland

Attn:

Email:

And to Indemnitee at:

18. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as the day specified above.

TYCO FIRE & SECURITY (US)

MANAGEMENT INC.

By:

Its:

INDEMNITEE

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Exhibit 10.3

TYCO INTERNATIONAL PUBLIC LIMITED COMPANY

2004 SHARE AND INCENTIVE PLAN

(AMENDED AND RESTATED AS OF JANUARY 1, 2009)

(AMENDED AND RESTATED AS OF NOVEMBER 17, 2014)

ARTICLE I

PURPOSE

1.1 Purpose. The purposes of this Tyco International Public Limited Company 2004 Share and Incentive Plan (the “Plan”) are to promote the interests of Tyco International Public Limited Company (and any successor thereto) by (i) aiding in the recruitment and retention of Directors and Employees, (ii) providing incentives to such Directors and Employees by means of performance-related incentives to achieve short-term and long-term performance goals, (iii) providing Directors and Employees an opportunity to participate in the growth and financial success of the Company, and (iv) promoting the growth and success of the Company’s business by aligning the financial interests of Directors and Employees with that of the other shareholders of the Company. Toward these objectives, the Plan provides for the grant of Share Options, Share Appreciation Rights, Short-Term Performance Bonuses, Long-Term Performance Awards and other Share-Based Awards.

1.2 Effective Date; Shareholder Approval; Effective Date of the Amended and Restated Plan 2009; Effective Date of the Amended and Restated Plan 2014 . The Plan, as originally approved by the Company’s shareholders on March 25, 2004, was effective as of January 1, 2004. The effective date of the Amended and Restated Plan 2009 was January 1, 2009. The effective date of this Amended and Restated Plan 2014 is November 17, 2014.

ARTICLE II

DEFINITIONS

For purposes of the Plan, the following terms have the following meanings, unless another definition is clearly indicated by particular usage and context:

“ Acquired Company ” means any business, corporation or other entity acquired by the Company or any Subsidiary.

“ Acquired Grantee ” means the grantee of a share-based award of an Acquired Company and may include a current or former Director of an Acquired Company.

“ Award ” means any form of incentive or performance award granted under the Plan, whether singly or in combination, to a Participant by the Committee pursuant to any terms and conditions that the Committee may establish and set forth in the applicable Award Certificate. Awards granted under the Plan may consist of:

(a) “ Share Options ” awarded pursuant to Section 4.3;

(b) “ Share Appreciation Rights ” awarded pursuant to Section 4.3;

(d) “ Long-Term Performance Awards ” awarded pursuant to Section 4.5;

(e) “ Other Share-Based Awards ” awarded pursuant to Section 4.6;

(f) “ Director Awards ” awarded pursuant to Section 4.7; and

(g) “ Substitute Awards ” awarded pursuant to Section 4.8.

“ Award Certificate ” means the document issued, either in writing or an electronic medium, by the Committee to a Participant evidencing the grant of an Award.

“ Board ” means the Board of Directors of the Company.

“ Cause ” means misconduct that is willfully or want only harmful to the Company or any of its Subsidiaries, monetarily or otherwise.

“ Change in Control ” means the first to occur of any of the following events:

(a) any “person” (as defined in Section 13(d) and 14(d) of the Exchange Act), excluding for this purpose, (i) the Company or any Subsidiary or (ii) any employee benefit plan of the Company or any Subsidiary (or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan that acquires beneficial ownership of voting securities of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly of securities of the Company representing more than 30 percent of the combined voting power of the Company’s then outstanding securities; provided, however, that no Change in Control will be deemed to have occurred as a result of a change in ownership percentage resulting solely from an acquisition of securities by the Company; or

(b) persons who, as of the Effective Date of the Amended and Restated Plan 2009 constitute the Board (the “Incumbent Directors”) cease for any reason (including without limitation, as a result of a tender offer, proxy contest, merger or similar transaction) to constitute at least a majority thereof, provided that any person becoming a Director of the Company subsequent to the Effective Date of the Amended and Restated Plan 2009 shall be considered an Incumbent Director if such person’s election or nomination for election was approved by a vote of at least 50 percent of the Incumbent Directors; but provided further, that any such person whose initial assumption of office is in connection with an actual or threatened proxy contest relating to the election of members of the Board or other actual or threatened solicitation of proxies or consents by or on behalf of a “person” (as defined in Section 13(d) and 14(d) of the Exchange Act) other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director; or

(c) consummation of a reorganization, merger or consolidation or sale or other disposition of at least 80 percent of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of outstanding voting securities of the Company immediately prior to such Business Combination beneficially own directly or indirectly more than 50 percent of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, of the company resulting from such Business Combination (including, without limitation, a company which, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding voting securities of the Company; or

(d) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

“ Change in Control Termination ” shall mean an Employee’s Involuntary Termination that occurs during the period beginning 60 days prior to the date of a Change in Control and ending two years after the date of such Change in Control.

“ Code ” means the United States Internal Revenue Code of 1986, as amended.

“ Committee ” means the Compensation and Human Resources Committee of the Board or any successor committee or subcommittee of the Board, which Committee is comprised solely of two or more persons who are outside directors within the meaning of Code Section 162(m)(4)(C)(i) and the applicable regulations and “non-employee directors” within the meaning of Rule 16b-3(b)(3) under the Exchange Act.

“ Company ” means Tyco International Public Limited Company, or any successor thereto.

“ Deferred Share Unit ” means a Unit granted under Section 4.6 or 4.7 to acquire Shares upon Termination of Employment or Termination of Directorship, subject to any restrictions that the Committee, in its discretion, may determine.

“ Director ” means a member of the Board who is a “non-employee director” within the meaning of Rule 16b-3(b)(3) under the Exchange Act.

“ Disabled ” or “ Disability ” means the inability of the Director or Employee to perform the material duties pertaining to such Director’s directorship or such Employee’s employment due to a physical or mental injury, infirmity or incapacity for 180 days (including weekends and holidays) in any 365-day period. The existence or nonexistence of a Disability shall be determined by an independent physician selected by the Company and reasonably acceptable to the Director or Employee.

“ Dividend Equivalent ” means an amount equal to the cash dividend or the Fair Market Value of the share dividend that would be paid on each Share underlying an Award if the Share were duly issued and outstanding on the date on which the dividend is payable.

“Effective Date” means January 1, 2004.

“Effective Date of the Amended and Restated Plan 2009” means January 1, 2009.

“Effective Date of the Amended and Restated Plan 2014” means November 17, 2014.

“ Employee ” means any individual who performs services as an officer or employee of the Company or a Subsidiary.

“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended.

“ Exercise Price ” means the price of a Share, as fixed by the Committee, which may be purchased under a Share Option or with respect to which the amount of any payment pursuant to a Share Appreciation Right is determined.

“ Fair Market Value ” of a Share means the closing sales price on the New York Stock Exchange on the date as of which the determination of Fair Market Value is being made or, if no sale is reported for such day, on the next preceding day on which a sale of Shares was reported. Notwithstanding anything to the contrary herein, the Fair Market Value of a Share will in no event be determined to be less than par value.

“ Fair Market Value Share Option ” means a Share Option the Exercise Price of which is fixed by the Committee at a price equal to the Fair Market Value of a Share on the date of grant.

“ GAAP ” means United States generally accepted accounting principles.

“ Incentive Share Option ” means a Share Option granted under Section 4.3 of the Plan that meets the requirements of Code Section 422 and any related regulations and is designated in the Award Certificate to be an Incentive Share Option.

“ Involuntary Termination ” means a Termination of Employment of the Participant initiated by the Company or a Subsidiary for any reason other than Cause, Disability or death.

“ Key Employee ” means an Employee who is a “covered employee” within the meaning of Code Section 162(m)(3).

“ Long-Term Performance Award ” means an Award granted under Section 4.5 of the Plan that is paid solely on account of the attainment of a specified performance target in relation to one or more Performance Measures.

“ Non-Employee Director ” means any member of the Board, elected or appointed, who is not otherwise an Employee of the Company or a Subsidiary. An individual who is elected to the Board at an annual meeting of the shareholders of the Company will be deemed to be a member of the Board as of the date of the meeting.

“ Nonqualified Share Option ” means any Share Option granted under Section 4.3 of the Plan that is not an Incentive Share Option.

“ Normal Retirement ” means Termination of Employment on or after a Participant has attained age 60, provided that the sum of the Participant’s age and years of service with the Company is 70 or higher.

“ Participant ” means a Director, Employee or Acquired Grantee who has been granted an Award under the Plan.

“ Performance Cycle ” means, with respect to any Award that vests based on Performance Measures, the period of no less than six months over which the level of performance will be assessed. The first Performance Cycle under the Plan will begin on such date as is set by the Committee, in its discretion.

“ Performance Measure ” means, with respect to any Short-Term Performance Bonus or Long-Term Performance Award, the business criteria selected by the Committee to measure the level of performance of the Company during the Performance Cycle. The Committee may select as the Performance Measure for a Performance Cycle any one or a combination of the following Company measures, as interpreted by the Committee, which measures (to the extent applicable) will be determined in accordance with GAAP:

(a) Net operating profit after taxes;

(b) Net operating profit after taxes, per Share;

(d) Return on assets or net assets;

(e) Total shareholder return;

(f) Relative total shareholder return (as compared with a peer group of the Company);

(g) Earnings before income taxes;

(h) Earnings per Share;

(i) Net income;

(j) Free cash flow;

(k) Free cash flow per Share;

(l) Revenue (or any component thereof);

(m) Revenue growth;

(n) Working capital days; or

(o) Subscriber attrition for security services.

“ Performance Unit ” means a Long-Term Performance Award denominated in dollar Units.

“ Plan ” means the Tyco International Public Limited Company 2004 Share and Incentive Plan, as it may be amended from time to time.

“ Premium-Priced Share Option ” means a Share Option, the Exercise Price of which is fixed by the Committee at a price that exceeds the Fair Market Value of a Share on the date of grant.

“ Reporting Person ” means a Director or an Employee who is subject to the reporting requirements of Section 16(a) of the Exchange Act.

“ Restricted Shares ” means Shares issued pursuant to Section 4.6 that are subject to any restrictions that the Committee, in its discretion, may impose.

“ Restricted Unit ” means a Unit granted under Section 4.6 to acquire Shares or an equivalent amount in cash, which Unit is subject to any restrictions that the Committee, in its discretion, may impose.

“ Securities Act ” means the United States Securities Act of 1933, as amended.

“ Share ” means am ordinary share in the capital of the Company and such other securities or property as may become subject to Awards pursuant to an adjustment made under Sections 5.3 and 5.4 of the Plan.

“ Short-Term Performance Bonus ” means an Award of cash or Shares granted under Section 4.4 of the Plan that is paid solely on account of the attainment of a specified performance target in relation to one or more Performance Measures.

“ Share Appreciation Right ” means a right granted under Section 4.3 of the Plan in an amount in cash or Shares equal to any difference between the Fair Market Value of the Shares as of the date on which the right is exercised and the Exercise Price, where the number of shares subject to each Share Appreciation Right is set forth on or before the grant date.

“ Share-Based Award ” means an Award granted under Section 4.6 of the Plan and denominated in Shares.

“ Share Option ” means a right granted under Section 4.3 of the Plan to purchase from the Company a stated number of Shares at a specified price. Share Options awarded under the Plan may be in the form of Incentive Share Options or Nonqualified Share Options.

“ Subsidiary ” means a subsidiary company of the Company; provided, that in the case of any Award that provides deferred compensation subject to Code Section 409A, “Subsidiary” shall not include any subsidiary company as defined above unless such company is within a controlled group of

corporations with the Company as defined in Code Sections 1563(a)(1), (2) and (3) where the phrase “at least 50%” is substituted in each place “at least 80%” appears or is with the Company part of a group of trades or businesses under common control as defined in Code Section 414(c) and Treas. Reg. § 1.414(c)-2 where the phrase “at least 50%” is substituted in each place “at least 80%” appears, provided, however, that when the relevant determination is to be based upon legitimate business criteria (as described in Treas. Reg. § 1.409A-1(b)(5)(iii)(E) and § 1.409A-1(h)(3)), the phrase “at least 20%” shall be substituted in each place “at least 80%” appears as described above with respect to both a controlled group of corporations and a group of trades or business under common control.

“ Target Amount ” means a target Award under this Plan if the relevant Performance Measure is fully (100%) attained, as determined by the Committee.

“ Target Vesting Percentage ” means the percentage of performance-based Restricted Units or Shares of Restricted Shares that will vest if the Performance Measure is fully (100%) attained, as determined by the Committee.

“ Termination of Directorship ” means the date of cessation of a Director’s membership on the Board for any reason, with or without Cause, as determined by the Company.

“ Termination of Employment ” means the date of cessation of an Employee’s employment relationship with the Company or a Subsidiary for any reason, with or without Cause, as determined by the Company.

“ Unit ” means, for purposes of Performance Units, the potential right to an Award equal to a specified amount denominated in such form as is deemed appropriate in the discretion of the Committee and, for purposes of Restricted Units or Deferred Share Units, the potential right to acquire one Share.

ARTICLE III

ADMINISTRATION

3.1 Committee. The Plan will be administered by the Committee.

3.2 Authority of the Committee. The Committee or, to the extent required by applicable law, the Board, will have the authority, in its sole and absolute discretion and subject to the terms of the Plan, to:

(a) Interpret and administer the Plan and any instrument or agreement relating to the Plan;

(b) Prescribe the rules and regulations that it deems necessary for the proper operation and administration of the Plan, and amend or rescind any existing rules or regulations relating to the Plan;

(d) Determine the form of an Award, the number of Shares subject to each Award, all the terms and conditions of an Award, including, without limitation, the conditions on exercise or vesting, the designation of Share Options as Incentive Share Options or Nonqualified Share Options, and the circumstances in which an Award may be settled in cash or Shares or may be cancelled, forfeited or suspended, and the terms of the Award Certificate;

(e) Determine whether Awards will be granted singly, in combination or in tandem;

(f) Establish and interpret Performance Measures in connection with Short-Term Performance Bonuses and Long-Term Performance Awards, evaluate the level of performance over a Performance Cycle and certify the level of performance attained with respect to Performance Measures;

(g) Except as provided in Section 6.1, waive or amend any terms, conditions, restriction or limitation on an Award, except that the prohibition on the repricing of Share Options and Share Appreciation Rights, as described in Section 4.3(g), may not be waived and further provided that any such waiver or amendment shall either comply with the requirements of Section 409A or preserve any exemption from the application of Code Section 409A;

(h) Make any adjustments to the Plan (including but not limited to adjustment of the number of Shares available under the Plan or any Award) and any Award granted under the Plan as may be appropriate pursuant to Sections 5.3 and 5.4;

(i) Determine and set forth in the applicable Award Certificate the circumstances under which Awards may be deferred and the extent to which a deferral will be credited with Dividend Equivalents and interest thereon;

(j) Determine whether a Nonqualified Share Option or Restricted Share may be transferable to family members, a family trust or a family partnership;

(k) Establish any subplans and make any modifications to the Plan or to Awards made hereunder (including the establishment of terms and conditions not otherwise inconsistent with the terms of the Plan) that the Committee may determine to be necessary or advisable for grants made in countries outside the United States to comply with, or to achieve favorable tax treatment under, applicable foreign laws or regulations;

(l) Appoint such agents as it shall deem appropriate for proper administration of the Plan; and

(m) Take any and all other actions it deems necessary or advisable for the proper operation or administration of the Plan.

3.3 Effect of Determinations. All determinations of the Committee will be final, binding and conclusive on all persons having an interest in the Plan.

3.4 Delegation of Authority. The Board or, if permitted under applicable corporate law, the Committee, in its discretion and consistent with applicable law and regulations, may delegate to the Chief Executive Officer of the Company or any other officer or group of officers as it deems to be advisable, the authority to select Employees to receive an Award and to determine the number of Shares under any such Award, subject to any terms and conditions that the Board or the Committee may establish. When the Board or the Committee delegates authority pursuant to the foregoing sentence, it will limit, in its discretion, the number of Shares or aggregate value that may be subject to Awards that the delegate may grant. Only the Committee will have authority to grant and administer Awards to Directors, Key Employees and other Reporting Persons or to delegates of the Committee, and to establish and certify Performance Measures. Should the Chief Executive Officer of the Company or any other officer or group of officers act under such delegation, he, she, or they shall report the nature and scope of such Awards granted under such delegation to the Board, or the Committee, whichever has delegated such authority, at the next regularly scheduled meeting of the Board or the Committee, as the case may be.

3.5 Employment of Advisors. The Committee may employ attorneys, consultants, accountants and other advisors, and the Committee, the Company and the officers and directors of the Company may rely upon the advice, opinions or valuations of the advisors so employed.

3.6 No Liability. No member of the Committee or any person acting as a delegate of the Committee with respect to the Plan will be liable for any losses resulting from any action, interpretation or construction made in good faith with respect to the Plan or any Award granted under the Plan.

ARTICLE IV

AWARDS

4.1 Eligibility. All Participants and Employees are eligible to be designated to receive Awards granted under the Plan, except as otherwise provided in this Article IV.

4.2 Form of Awards. Awards will be in the form determined by the Committee, in its discretion, and will be evidenced by an Award Certificate. Awards may be granted singly or in combination or in tandem with other Awards.

4.3 Share Options and Share Appreciation Rights. The Committee may grant Share Options and Share Appreciation Rights under the Plan to those Employees whom the Committee may from time to time select, in the amounts and pursuant to the other terms and conditions that the Committee, in its discretion, may determine and set forth in the Award Certificate, subject to the provisions below:

(a) Form. Share Options granted under the Plan will, at the discretion of the Committee and as set forth in the Award Certificate, be in the form of Incentive Share Options, Nonqualified Share Options or a combination of the two. If an Incentive Share Option and a Nonqualified Share Option are granted to the same Participant under the Plan at the same time, the form of each will be clearly identified, and they will be deemed to have been granted in separate grants. In no event will the exercise of one Award affect the right to exercise the other Award. Share Appreciation Rights may be granted either alone or in connection with concurrently or previously granted Nonqualified Share Options.

(b) Exercise Price. The Committee will set the Exercise Price of Fair Market Value Share Options or Share Appreciation Rights granted under the Plan at a price that is equal to the Fair Market Value of a Share on the date of grant, subject to adjustment as provided in Sections 5.3 and 5.4. The Committee will set the Exercise Price of Premium-Priced Share Options at a price that is higher than the Fair Market Value of a Share as of the date of grant, provided that such price is no higher than 150 percent of such Fair Market Value. The Exercise Price of Incentive Share Options will be equal to or greater than 110 percent of the Fair Market Value of a Share as of the date of grant if the Participant receiving the Share Options owns shares possessing more than 10 percent of the total combined voting power of all classes of shares of the Company or any Subsidiary, as defined in Code Section 424. The Exercise Price of a Share Appreciation Right granted in tandem with a Share Option will equal the Exercise Price of the related Share Option. The Committee will set forth the Exercise Price of a Share Option or Share Appreciation Right in the Award Certificate. Share Options granted under the Plan will, at the discretion of the Committee and as set forth in the Award Certificate, be Fair Market Value Share Options, Premium-Priced Share Options or a combination of Fair Market Value Share Options and Premium-Priced Share Options.

(c) Term and Timing of Exercise. Each Share Option or Share Appreciation Right granted under the Plan will be exercisable in whole or in part, subject to the following conditions, unless determined otherwise by the Committee:

(i) The Committee will determine and set forth in the Award Certificate the date on which any Award of Share Options or Share Appreciation Rights to a Participant may first be exercised. Unless the applicable Award Certificate provides otherwise, a Share Option or Share Appreciation Right will become exercisable in equal annual installments over a period of four years beginning immediately after the date on which the Share Option or Share Appreciation Right was granted, and will lapse 10 years after the date of grant, except as otherwise provided herein.

(ii) Unless the applicable Award Certificate provides otherwise, upon the death, Disability or Normal Retirement of a Participant who has outstanding Share Options or Share Appreciation Rights, the unvested Share Options or Share Appreciation Rights will vest. Unless the applicable Award Certificate provides otherwise, the Participant’s Share Options and Share Appreciation Rights will lapse, and will not thereafter be exercisable, upon the earlier of (A) their original expiration date or (B) the date that is three years after the date on which the Participant dies, incurs a Disability or incurs a Normal Retirement.

(iii) Unless the applicable Award Certificate provides otherwise, upon the Termination of Employment of a Participant for any reason other than the Participant’s death, Disability or Normal Retirement or due to a Change in Control, if the Participant has attained age 55, and the sum of the Participant’s age and years of service with the Company is 60 or higher, a pro rata portion of the Participant’s Share Options and Share Appreciation Rights will vest so that the total number of vested Share Options or Share Appreciation Rights held by the Participant at Termination of Employment (including those that have already vested as of such date) will be equal to (A) the total number of Share Options or Share Appreciation Rights originally granted to the Participant under each Award multiplied by (ii) a fraction, the numerator of which is the period of time (in whole months) that have elapsed since the date of grant, and the denominator of which is four years (or such other applicable vesting term as is set forth in the Award Certificate). Unless the Award Certificate provides otherwise, such Participant’s Share Options and Share Appreciation Rights will lapse, and will not thereafter be exercisable, upon the earlier of (A) their original expiration date or (B) the date that is three years after the date of Termination of Employment.

(iv) Upon the Termination of Employment of a Participant that does not meet the requirements of paragraphs (ii) or (iii) above, any unvested Share Options or Share Appreciation Rights will be forfeited unless the Award Certificate provides otherwise. Any Share Options or Share Appreciation Rights that are vested as of such Termination of Employment will lapse, and will not thereafter be exercisable, upon the earlier of (A) their original expiration date or (B) the date that is six months after the date of such Termination of Employment, unless the Award Certificate provides otherwise.

(v) Share Options and Share Appreciation Rights of a deceased Participant may be exercised only by the estate of the Participant or by the person given authority to exercise the Share Options or Share Appreciation Rights by the Participant’s will or by operation of law. If a Share Option or Share Appreciation Right is exercised by the executor or administrator of a deceased Participant, or by the person or persons to whom the Share Option or Share Appreciation Right has been transferred by the Participant’s will or the applicable laws of descent and distribution, the Company will be under no obligation to deliver Shares or cash until the Company is satisfied that the person exercising the Share Option or Share Appreciation Right is the duly appointed executor or administrator of the deceased Participant or the person to whom the Share Option or Share Appreciation Right has been transferred by the Participant’s will or by applicable laws of descent and distribution.

(vi) A Share Appreciation Right granted in tandem with a Share Option is subject to the same terms and conditions as the related Share Option and will be exercisable only to the extent that the related Share Option is exercisable.

(d) Payment of Exercise Price. The Exercise Price of a Share Option must be paid in full when the Share Option is exercised. Share certificates will be registered and delivered only upon

receipt of payment. Payment of the Exercise Price may be made in cash or by certified check, bank draft, wire transfer, or postal or express money order, provided that the format is approved by the Company or a designated third-party administrator. The Committee, in its discretion may also allow payment to be made by any of the following methods, as set forth in the Award Certificate:

(i) Delivering a properly executed exercise notice to the Company or its agent, together with irrevocable instructions to a broker to deliver to the Company, within the typical settlement cycle for the sale of equity securities on the relevant trading market (or otherwise in accordance with the provisions of Regulation T issued by the Federal Reserve Board), the amount of sale proceeds with respect to the portion of the Shares to be acquired having a Fair Market Value on the date of exercise equal to the sum of the applicable portion of the Exercise Price being so paid;

(ii) Tendering (actually or by attestation) to the Company previously acquired Shares that have been held by the Participant for at least six months, subject to paragraph (iv), and that have a Fair Market Value on the day prior to the date of exercise equal to the applicable portion of the Exercise Price being so paid, provided that the Board has specifically approved the repurchase of such Shares (unless such approval is not required by the terms of the bye-laws of the Company) and the Committee has determined that, as of the date of repurchase, the Company is, and after the repurchase will continue to be, able to pay its liabilities as they become due; or

(iii) Provided such payment method has been expressly authorized by the Board or the Committee in advance and subject to any requirements of applicable law and regulations, instructing the Company to reduce the number of Shares that would otherwise be issued by such number of Shares as have in the aggregate a Fair Market Value on the date of exercise equal to the applicable portion of the Exercise Price being so paid.

(iv) The Committee, in consideration of applicable accounting standards, may waive any holding period on Shares required to tender pursuant to clause (ii).

(e) Incentive Share Options. Incentive Share Options granted under the Plan will be subject to the following additional conditions, limitations and restrictions:

(i) Eligibility. Incentive Share Options may be granted only to Employees of the Company or a Subsidiary that is a subsidiary of the Company within the meaning of Code Section 424.

(ii) Timing of Grant. No Incentive Share Option will be granted under the Plan after the 10-year anniversary of the date on which the Plan is adopted by the Board or, if earlier, the date on which the Plan is approved by the Company’s shareholders.

(iii) Amount of Award. Subject to Sections 5.3 and 5.4 of the Plan, no more than 10 million Shares may be available for grant in the form of Incentive Share Options. The aggregate Fair Market Value (as of the date of grant) of the Shares with respect to which the Incentive Share Options awarded to any Employee first become exercisable during any calendar year may not exceed $100,000 (U.S.). For purposes of this $100,000 (U.S.) limit, the Employee’s Incentive Share Options under this Plan and all other plans maintained by the Company and its Subsidiaries will be aggregated. To the extent any Incentive Share Option would exceed the $100,000 (U.S.) limit, the Incentive Share Option will afterwards be treated as a Nonqualified Share Option to the extent required by the Code and underlying regulations and rulings.

(iv) Timing of Exercise. If the Committee exercises its discretion in the Award Certificate to permit an Incentive Share Option to be exercised by a Participant more than three months after the Participant has ceased being an Employee (or more than 12 months if the Participant is permanently and totally disabled, within the meaning of Code Section 22(e)), the Incentive Share Option will afterwards be treated as a Nonqualified Share Option to the extent required by the Code and underlying regulations and rulings. For purposes of this paragraph (iv), an Employee’s employment relationship will be treated as continuing intact while the Employee is on military leave, sick leave or another approved leave of absence if the period of leave does not exceed 90 days, or a longer period to the extent that the Employee’s right to reemployment with the Company or a Subsidiary is guaranteed by statute or by contract. If the period of leave exceeds 90 days and the Employee’s right to reemployment is not guaranteed by statute or contract, the employment relationship will be deemed to have ceased on the 91st day of the leave.

(v) Transfer Restrictions. In no event will the Committee permit an Incentive Share Option to be transferred by an Employee other than by will or the laws of descent and distribution, and any Incentive Share Option awarded under this Plan will be exercisable only by the Employee during the Employee’s lifetime.

(f) Exercise of Share Appreciation Rights. Upon exercise of a Participant’s Share Appreciation Rights, the Company will pay cash or Shares or a combination of cash and Shares, in the discretion of the Committee and as described in the Award Certificate. Cash payments will be equal to the excess of the Fair Market Value of a Share on the date of exercise over the Exercise Price, for each Share for which a Share Appreciation Right was exercised. If Shares are paid for the Share Appreciation Right, the Participant will receive a number of whole Shares equal to the quotient of the cash payment amount divided by the Fair Market Value of a Share on the date of exercise.

(g) No Repricing. Except in connection with a corporate transaction involving the Company (including, without limitation, any share dividend, share split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares), the terms of outstanding Awards may not be amended to reduce the Exercise Price of outstanding Share Options or Share Appreciation Rights or to cancel outstanding Share Options or Share Appreciation rights in exchange for cash, other Awards or Share Options or Share Appreciation Rights with an exercise price that is less than the exercise price of the original Share Options or Share Appreciation Rights without shareholder approval.

4.4 Short-Term Performance Bonuses. The Committee may grant Short-Term Performance Bonuses under the Plan in the form of cash or Shares to the Reporting Persons that the Committee may from time to time select, in the amounts and pursuant to the terms and conditions that the Committee may determine and set forth in the Award Certificate, subject to the provisions below:

(a) Performance Cycles. Short-Term Performance Bonuses will be awarded in connection with a 12-month Performance Cycle, which will be the fiscal year of the Company.

(b) Eligible Participants. Within 90 days after the commencement of a Performance Cycle, or such shorter period as complies with the applicable requirements of Code Section 162(m) and applicable regulations thereunder, the Committee will determine the Reporting Persons who will be eligible to receive a Short-Term Performance Bonus under the Plan.

(i) Within 90 days after the commencement of a Performance Cycle, or such shorter or longer period as complies with the applicable requirements of Code Section 162(m) and applicable regulations thereunder, the Committee will fix and establish in writing (A) the Performance Measures that will apply to that Performance Cycle; (B) the

Target Amount payable to each Participant; and (C) subject to subsection (d) below, the criteria for computing the amount that will be paid with respect to each level of attained performance. The Committee will also set forth the minimum level of performance, based on objective factors, that must be attained during the Performance Cycle before any Short-Term Performance Bonus will be paid and the percentage of the Target Amount that will become payable upon attainment of various levels of performance that equal or exceed the minimum required level.

(ii) The Committee may, in its discretion, select Performance Measures that measure the performance of the Company or one or more business units, divisions or Subsidiaries of the Company. The Committee may select Performance Measures that are absolute or relative to the performance of one or more comparable companies or an index of comparable companies.

(iii) The Committee, in its discretion, may, on a case-by-case basis, reduce, but not increase, the amount payable to any Reporting Person with respect to any given Performance Cycle, provided, however, that no such reduction will result in an increase in the amount payable under any Short-Term Performance Bonus of any Key Employee.

(d) Payment, Certification. No Short-Term Performance Bonus will vest with respect to any Reporting Person until the Committee certifies in writing the level of performance attained for the Performance Cycle in relation to the applicable Performance Measures. In applying Performance Measures, the Committee may, in its discretion, exclude unusual or infrequently occurring items (including any event listed in Sections 5.3 and 5.4 and the cumulative effect of changes in the law, regulations or accounting rules), and may determine no later than ninety (90) days or such shorter period as complies with the applicable requirements of Code Section 162(m) and applicable regulations thereunder, after the commencement of any applicable Performance Cycle to exclude other items, each determined in accordance with GAAP (to the extent applicable) and as identified in the financial statements, notes to the financial statements or discussion and analysis of management.

(e) Form of Payment. Short-Term Performance Bonuses will be paid in cash or Shares. All such Performance Bonuses shall be paid no later than the 15th day of the third month following the end of the calendar year (or, if later, following the end of the Company’s fiscal year) in which such Performance Bonuses are no longer subject to a substantial risk of forfeiture (as determined for purposes of Code Section 409A), except to the extent that a Participant has elected to defer payment under the terms of a duly authorized deferred compensation arrangement, in which case the terms of such arrangement shall govern.

(f) Code Section 162(m). It is the intent of the Company that Short-Term Performance Bonuses be “performance-based compensation” for purposes of Code Section 162(m), that this Section 4.4 be interpreted in a manner that satisfies the applicable requirements of Code Section 162(m)(C) and related regulations, and that the Plan be operated so that the Company may take a full tax deduction for Short-Term Performance Bonuses. If any provision of this Plan or any Short-Term Performance Bonus would otherwise frustrate or conflict with this intent, the provision will be interpreted and deemed amended so as to avoid this conflict.

(g) Acceleration. Each Participant who has been granted a Short-Term Performance Bonus that is outstanding as of the date of a Change in Control will be deemed to have achieved a level of performance, as of the date of Change in Control, that would cause all (100%) of the Participant’s Target Amount to become payable.

4.5 Long-Term Performance Awards. The Committee may grant Long-Term Performance Awards under the Plan in the form of Performance Units, Restricted Units or Restricted Share to any Reporting Person who the Committee may from time to time select, in the amounts and pursuant to the terms and conditions that the Committee may determine and set forth in the Award Certificate, subject to the provisions below:

(a) Performance Cycles. Long-Term Performance Awards will be awarded in connection with a Performance Cycle, as determined by the Committee in its discretion, provided, however, that a Performance Cycle may be no shorter than 12 months and no longer than 5 years.

(b) Eligible Participants. Within 90 days after the commencement of a Performance Cycle, the Committee will determine the Reporting Persons who will be eligible to receive a Long-Term Performance Award for the Performance Cycle, provided that the Committee may determine the eligibility of any Reporting Person other than a Key Employee after the expiration of this 90-day or longer period.

(i) Within 90 days after the commencement of a Performance Cycle, the Committee will fix and establish in writing (A) the Performance Measures that will apply to that Performance Cycle; (B) with respect to Performance Units, the Target Amount payable to each Participant; (C) with respect to Restricted Units and Restricted Share, the Target Vesting Percentage for each Participant; and (D) subject to subsection (d) below, the criteria for computing the amount that will be paid or will vest with respect to each level of attained performance. The Committee will also set forth the minimum level of performance, based on objective factors, that must be attained during the Performance Cycle before any Long-Term Performance Award will be paid or vest, and the percentage of Performance Units that will become payable and the percentage of performance-based Restricted Units or Shares of Restricted Share that will vest upon attainment of various levels of performance that equal or exceed the minimum required level.

(iii) The Committee, in its discretion, may, on a case-by-case basis, reduce, but not increase, the amount of Long-Term Performance Awards payable to any Reporting Person with respect to any given Performance Cycle, provided, however, that no reduction will result in an increase in the dollar amount or number of Shares payable under any Long-Term Performance Award of a Key Employee.

(d) Payment, Certification. No Long-Term Performance Award will vest with respect to any Reporting Person until the Committee certifies in writing the level of performance attained for the Performance Cycle in relation to the applicable Performance Measures. Long-Term Performance Awards awarded to Reporting Persons who are not Key Employees will be based on the Performance Measures and payment formulas that the Committee, in its discretion, may establish for these purposes. These Performance Measures and formulas may be the same as or different than the Performance Measures and formulas that apply to Key Employees. In applying Performance Measures, the Committee may, in its discretion, exclude unusual or infrequently occurring items (including any event listed in Sections 5.3 and 5.4) and the cumulative effect of changes in the law, regulations or accounting rules, and may determine no later than ninety (90) days after the commencement of any applicable Performance Cycle or such shorter or longer period as complies with the applicable requirements of Code Section 162(m) and applicable regulations thereunder to exclude other items, each determined in accordance with GAAP (to the extent applicable) and as identified in the financial statements, notes to the financial statements or discussion and analysis of management.

(e) Form of Payment. Long-Term Performance Awards in the form of Performance Units may be paid in cash or full Shares, in the discretion of the Committee, and as set forth in the Award Certificate. Performance-based Restricted Units and Restricted Share will be paid in full Shares. Payment with respect to any fractional Share will be in cash in an amount based on the Fair Market Value of the Share as of the date the Performance Unit becomes payable. All such Long-Term Performance Awards shall be paid no later than the 15th day of the third month following the end of the calendar year (or, if later, following the end of the Company’s fiscal year) in which such Long-Term Performance Awards are no longer subject to a substantial risk of forfeiture (as determined for purposes of Code Section 409A), except as otherwise provided in the applicable Award Certificate or to the extent that a Participant has elected to defer payment under the terms of a duly authorized deferred compensation arrangement, in which case the terms of such arrangement shall govern.

(f) Code Section 162(m). It is the intent of the Company that Long-Term Performance Awards be “performance-based compensation” for purposes of Code Section 162(m), that this Section 4.5 be interpreted in a manner that satisfies the applicable requirements of Code Section 162(m)(C) and related regulations, and that the Plan be operated so that the Company may take a full tax deduction for Long-Term Performance Awards. If any provision of this Plan or any Long-Term Performance Award would otherwise frustrate or conflict with this intent, the provision will be interpreted and deemed amended so as to avoid this conflict.

(g) Retirement. If a Participant would be entitled to a Long-Term Performance Award but for the fact that the Participant’s employment with the Company terminated prior to the end of the Performance Cycle, the Participant may, in the Committee’s discretion, receive a Long-Term Performance Award, prorated for the portion of the Performance Cycle that the Participant completed and payable at the same time after the end of the Performance Cycle that payments to other Long-Term Performance Award recipients are made, if the sum of the Participant’s age and years of service with the Company was 60 or higher at the time of Termination of Employment or if the Participant retired under a Normal Retirement. The prorated amount of any such Long-Term Performance Award paid due to retirement shall be determined based upon the actual performance achieved during the performance period relative to the pre-established goals for such performance.

4.6 Other Share-Based Awards. The Committee may, from time to time, grant Awards (other than Share Options, Share Appreciation Rights, Short-Term Performance Bonuses or Long-Term Performance Awards) to any Employee who the Committee may from time to time select, which Awards consist of, or are denominated in, payable in, valued in whole or in part by reference to, or otherwise related to, Shares. These Awards may include, among other forms, Restricted Share, Restricted Units, or Deferred Share Units. The Committee will determine, in its discretion, the terms and conditions that will apply to Awards granted pursuant to this Section 4.6, which terms and conditions will be set forth in the applicable Award Certificate.

(a) Vesting. Unless the Award Certificate provides otherwise, restrictions on Share-Based Awards granted under this Section 4.6 will lapse in equal annual installments over a period of four years beginning immediately after the date of grant. If the restrictions on Share-Based Awards have not lapsed or been satisfied as of the Participant’s Termination of Employment, the Shares will be forfeited by the Participant if the termination is for any reason other than the Normal Retirement, death or Disability of the Participant or a Change in Control, except that the Award will vest pro rata with respect to the portion of the four-year vesting term (or such other vesting term as is set forth in the Award Certificate) that the Participant has completed if the Participant has attained age 55, the sum of the Participant’s age and years of service with the Company is 60 or higher and the Participant has satisfied all other applicable conditions established by the Committee with respect to such pro rata vesting. Unless the Award Certificate provides otherwise, all restrictions on Share-Based Awards granted pursuant to this Section 4.6 will lapse upon the Normal Retirement, death or Disability of the Participant or a Change in Control Termination.

(b) Grant of Restricted Shares. The Committee may grant Restricted Share to any Employee, which Shares will be registered in the name of the Participant and held for the Participant by the Company. The Participant will have all rights of a shareholder with respect to the Shares, including the right to vote and to receive dividends or other distributions, except that the Shares may be subject to a vesting schedule and will be forfeited if the Participant attempts to sell, transfer, assign, pledge or otherwise encumber or dispose of the Shares before the restrictions are satisfied or lapse.

(c) Grant of Restricted Units. The Committee may grant Restricted Units to any Employee, which Units will be paid in cash or whole Shares or a combination of cash and Shares, in the discretion of the Committee, when the restrictions on the Units lapse and any other conditions set forth in the Award Certificate have been satisfied. For each Restricted Unit that vests, one Share will be paid or an amount in cash equal to the Fair Market Value of a Share as of the date on which the Restricted Unit vests.

(d) Grant of Deferred Share Units. The Committee may grant Deferred Share Units to any Employee, which Units will be paid in whole Shares upon the Employee’s Termination of Employment if the restrictions on the Units have lapsed. One Share will be paid for each Deferred Share Unit that becomes payable.

(e) Dividends and Dividend Equivalents. At the discretion of the Committee and as set forth in the applicable Award Certificate, dividends issued on Shares may be paid immediately or withheld and deferred in the Participant’s account. In the event of a payment of dividends on Shares, the Committee may credit Restricted Units with Dividend Equivalents in accordance with terms and conditions established in the discretion of the Committee. Dividend Equivalents will be subject to such vesting terms as are determined by the Committee and may be distributed immediately or withheld and deferred in the Participant’s account as determined by the Committee and set forth in the applicable Award Certificate. Deferred Share Units may, in the discretion of the Committee and as set forth in the Award Certificate, be credited with Dividend Equivalents or additional Deferred Share Units. The number of any Deferred Share Units credited to a Participant’s account upon the payment of a dividend will be equal to the quotient produced by dividing the cash value of the dividend by the Fair Market Value of one Share as of the date the dividend is paid. The Committee will determine any terms and conditions on deferral of a dividend or Dividend Equivalent, including the rate of interest to be credited on deferral and whether interest will be compounded.

4.7 Director Awards.

(a) As of the first day following the annual general meeting of shareholders, the Committee will grant Deferred Share Units, Shares, Share Options, Share Appreciation Rights, Restricted Shares, Restricted Units, or any combination thereof, to each Director in such an amount as the Board, in its discretion, may approve in advance, provided that the aggregate Fair Market Value of the Shares underlying the Deferred Share Units, Shares, Share Options, Share Appreciation Rights, Restricted Shares, Restricted Units, or any combination thereof, granted to any Director in a year may not exceed $200,000 (U.S.) determined as of the date of grant. Each such Deferred Share Unit, Share, Share Option, Share Appreciation Right, Restricted Shares, Restricted Unit, or any combination thereof will vest as determined by the Committee and set forth in the Award Certificate and for Awards other than Share Options will be paid in Shares within 30 days following the recipient’s Termination of Directorship. Dividend Equivalents or additional Deferred Share Units, Shares, Share Appreciation Rights, Restricted Shares, Restricted Units, or any combination thereof, will be credited to each Director’s account when dividends are paid on Shares to the shareholders, and will be paid to the Director at the same time that the Deferred Share Units, Shares, Share Appreciation Rights, Restricted Shares, Restricted Units, or any combination thereof, are paid to the Director.

(b) The Committee may, in its discretion, grant Share Options, Share Appreciation Rights and other Share-Based Awards to Directors, provided that in no event may a Director in any fiscal year be granted more than 10,000 Shares pursuant to such Awards, excluding awards made under Section 4.7(a), in whatever form.

4.8 Substitute Awards. The Committee may make Awards under the Plan to Acquired Grantees through the assumption of, or in substitution for, outstanding share-based awards previously granted to such Acquired Grantees. Such assumed or substituted Awards will be subject to the terms and conditions of the original awards made by the Acquired Company, with such adjustments therein as the Committee considers appropriate to give effect to the relevant provisions of any agreement for the acquisition of the Acquired Company, provided that any such adjustment with respect to Nonqualified Share Options and Share Appreciation Rights shall satisfy the requirements of Treas. Reg. § 1.409A-1(b)(5)(v)(D) and otherwise ensures that such awards continue to be exempt from Code Section 409A and provided that any adjustment to Awards that are subject to Code Section 409A is in compliance with Code Section 409A and the regulations and rulings thereunder. Any grant of Incentive Share Options pursuant to this Section 4.8 will be made in accordance with Code Section 424 and any final regulations published thereunder.

4.9 Limit on Individual Grants. Subject to Sections 5.1, 5.3 and 5.4, no Employee may be granted more than 6 million Shares over any calendar year pursuant to Awards of Share Options, Share Appreciation Rights and performance-based Restricted Shares and Restricted Units, except that an incentive Award of no more than 10 million Shares may be made pursuant to Share Options, Share Appreciation Rights and performance-based Restricted Share and Restricted Units to any person who has been hired within the calendar year as a Reporting Person. The maximum amount that may be paid in cash or Shares pursuant to Short-Term Performance Bonuses or Long-Term Performance Awards paid in Performance Units to any one Employee is $5 million (U.S.) for any Performance Cycle of 12 months. For any longer Performance Cycle, this maximum will be adjusted proportionally so that the amount paid in cash or Shares pursuant to Short-Term Performance Bonuses or Long-Term Performance Awards paid in Performance Units to any one Employee relating to a Performance Cycle of more than 12 months is prorated among the number of periods of 12 months included within the Performance Cycle for purposes of this section in determining the application of the $5 million limitation for any 12-month Performance Cycle.

4.10 Termination for Cause. Notwithstanding anything to the contrary herein, if a Participant incurs a Termination of Directorship or Termination of Employment for Cause, then all Share Options, Share Appreciation Rights, Short-Term Performance Bonuses, Long-Term Performance Awards, Restricted Units, Restricted Shares and other Share-Based Awards will immediately be cancelled. The exercise of any Share Option or Share Appreciation Right or the payment of any Award may be delayed, in the Committee’s discretion, in the event that a potential termination for Cause is pending, subject to ensuring an exemption from or compliance with Code Section 409A and the underlying regulations and rulings.

ARTICLE V

SHARES SUBJECT TO THE PLAN; ADJUSTMENTS

5.1 Shares Available. The Shares issuable under the Plan will be authorized but unissued Shares, and, to the extent permissible under applicable law, Shares acquired by the Company, any Subsidiary or any other person or entity designated by the Company. The total number of Shares with respect to which Awards may be issued under the Plan may equal, but may not exceed, 160 million Shares, and subject to adjustment in accordance with Sections 5.3 and 5.4; provided that when Shares are issued pursuant to a grant of Restricted Shares, Restricted Units, Deferred Share Units, Performance Units or as payment of a Short-Term Performance Bonus or Long-Term Performance Award or other Share-Based Award, the total number of Shares remaining available for grant will be decreased by a margin of at least 1.8 per Share issued. No more than 10 million Shares of the total Shares issuable under the Plan may be available for grant in the form of Incentive Share Options.

5.2 Counting Rules. The following Shares related to Awards under this Plan may again be available for issuance under the Plan, in addition to the Shares described in Section 5.1:

(a) Shares related to Awards paid in cash;

(b) Shares related to Awards that expire, are forfeited or cancelled, or terminate for any other reason without issuance of Shares;

(c) Shares that are tendered or withheld in payment of all or part of the Exercise Price of a Share Option awarded under this Plan, or in satisfaction of withholding tax obligations arising under this Plan;

(d) Any Shares issued in connection with Awards that are assumed, converted or substituted as a result of the acquisition of an Acquired Company by the Company or a combination of the Company with another company; and

(e) Any Shares of Restricted Shares that are returned to the Company upon a Participant’s Termination of Employment.

5.3 Adjustments. In the event of a change in the outstanding Shares by reason of a share split, reverse share split, dividend or other distribution (whether in the form of cash, Shares, other securities or other property), extraordinary cash dividend, recapitalization, merger, consolidation, split-up, spin-off, reorganization, combination, repurchase or exchange of Shares or other securities or similar corporate transaction or event, the Committee shall make an appropriate adjustment to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. Any such adjustment with respect to Nonqualified Share Options and Share Appreciation Rights shall satisfy the requirements of Treas. Reg. § 1.409A-1(b)(5)(v)(D) and otherwise ensure that such awards continue to be exempt from Code Section 409A and provided that any adjustment to Awards that are subject to Code Section 409A is in compliance with Code Section 409A and the regulations and rulings thereunder. Any adjustment made by the Committee under this Section 5.3 will be conclusive and binding for all purposes under the Plan.

5.4 Change in Control.

(a) Acceleration. All outstanding Share Options and Share Appreciation Rights will become exercisable as of the later of the effective date of a Change in Control or a Change in Control Termination for any Employee whose employment is terminated by means of a Change in Control Termination if the Awards are not otherwise vested, and all conditions will be waived with respect to outstanding Restricted Shares and Restricted Units (other than Long-Term Performance Awards) and Deferred Share Units in such case. Each Participant who has been granted a Long-Term Performance Award that is outstanding as of the date of Change in Control, and whose employment is terminated by means of a Change in Control Termination, will be deemed to have achieved a level of performance, as of later of the date of the Change in Control or the Change in Control Termination, that would cause all (100%) of the Participant’s Target Amounts to become payable and all restrictions on the Participant’s Restricted Units and Shares of Restricted Shares to lapse.

(i) an adjustment to such Award as the Committee deems appropriate to reflect such Change in Control,

(ii) the acquisition of such Award, or substitution of a new right therefor, by the acquiring or surviving corporation after such Change in Control, or

(iii) the purchase of such Award, at the Participant’s request, for an amount of cash equal to the amount that could have been attained upon the exercise or redemption of such Award immediately prior to the Change in Control had such Award been exercisable or payable at such time; provided, that in the case of any Award that constitutes deferred compensation that is subject to Code Section 409A(a)(2), any action contemplated herein which would constitute an accelerated payment of such Award shall occur on a date specified in the applicable Award Certificate, which date shall be no later than ninety (90) days after the Change in Control. Any payment made pursuant to this Section 5.4(b) shall include the value of any Dividend Equivalents credited with respect to such Award and accrued interest on such Dividend Equivalents. The Committee may specify how an Award will be treated in the event of a Change in Control either when the Award is granted or at any time thereafter, except as otherwise provided herein.

5.5 Fractional Shares. No fractional Shares will be issued under the Plan. Except as otherwise provided in Section 4.5(e), if a Participant acquires the right to receive a fractional Share under the Plan, the Participant will receive, in lieu of the fractional Share, a full Share as of the date of settlement.

ARTICLE VI

AMENDMENT AND TERMINATION

6.1 Amendment. The Plan may be amended at any time and from time to time by the Board without the approval of shareholders of the Company, except that no material revision to the terms of the Plan will be effective until the amendment is approved by the shareholders of the Company. A revision is “material” for this purpose if, among other changes, it materially increases the number of Shares that may be issued under the Plan (other than an increase pursuant to Sections 5.3 and 5.4 of the Plan), expands the types of Awards available under the Plan, materially expands the class of persons eligible to receive Awards under the Plan, materially extends the term of the Plan, materially decreases the Exercise Price at which Share Options or Share Appreciation Rights may be granted, reduces the Exercise Price of outstanding Share Options or Share Appreciation Rights, or results in the replacement of outstanding Share Options and Share Appreciation Rights with new Awards that have an Exercise Price that is lower than the Exercise Price of the replaced Share Options and Share Appreciation Rights. The Board may, in its discretion, increase the maximum dollar amount of Deferred Share Units that may be granted to a Director in any fiscal year and the maximum number of Shares that may be granted to a Director in any fiscal year pursuant to Share Options, Share Appreciation Rights and other Share-Based Awards. No amendment of the Plan or any outstanding Award made without the Participant’s written consent may adversely affect any right of a Participant with respect to an outstanding Award.

6.2 Termination. The Plan will terminate upon the earlier of the following dates or events to occur:

(a) the adoption of a resolution of the Board terminating the Plan; or

(b) the day before the 10th anniversary of the adoption of the Plan by the Company’s shareholders as described in Section 1.2.

No Awards will be granted under this Plan after it has terminated. The termination of the Plan, however, will not alter or impair any of the rights or obligations of any person under any Award previously granted under the Plan without such person’s consent. After the termination of the Plan, any previously granted Awards will remain in effect and will continue to be governed by the terms of the Plan and the applicable Award Certificate.

ARTICLE VII

GENERAL PROVISIONS

7.1 Nontransferability of Awards. No Award under the Plan will be subject in any manner to alienation, anticipation, sale, assignment, pledge, encumbrance or transfer, and no other persons will otherwise acquire any rights therein, except as provided below.

(a) Any Award may be transferred by will or by the laws of descent or distribution.

(b) The Committee may provide in the applicable Award Certificate that all or any part of a Nonqualified Option or Shares of Restricted Share may, subject to the prior written consent of the Committee, be transferred to a family member. For purposes of this subsection (b), “family member” includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the Participant, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests. Any transferred Award will be subject to all of the same terms and conditions as provided in the Plan and the applicable Award Certificate. The Participant or the Participant’s estate will remain liable for any withholding tax that may be imposed by any federal, state or local tax authority. The Committee may, in its discretion, disallow all or a part of any transfer of an Award pursuant to this subsection (b) unless and until the Participant makes arrangements satisfactory to the Committee for the payment of any withholding tax. The Participant must immediately notify the Committee, in the form and manner required by the Committee, of any proposed transfer of an Award pursuant to this subsection (b). No transfer will be effective until the Committee consents to the transfer in writing.

(c) Except as otherwise provided in the applicable Award Certificate, any Nonqualified Share Option transferred by a Participant pursuant to this subsection (c) may be exercised by the transferee only to the extent that the Award would have been exercisable by the Participant had no transfer occurred. The transfer of Shares upon exercise of the Award will be conditioned on the payment of any withholding tax.

(d) Restricted Shares may be freely transferred after the restrictions lapse or are satisfied and the Shares are delivered, provided, however, that Restricted Shares awarded to an affiliate of the Company may be transferred only pursuant to Rule 144 under the Securities Act, or pursuant to an effective registration for resale under the Securities Act. For purposes of this subsection (d), “affiliate” will have the meaning assigned to that term under Rule 144.

(e) In no event may a Participant transfer an Incentive Share Option other than by will or the laws of descent and distribution.

7.2 Withholding of Taxes. The Committee, in its discretion, may satisfy a Participant’s tax withholding obligations by any of the following methods or any method as it determines to be in accordance with the laws of the jurisdiction in which the Participant resides, has domicile or performs services.

(a) Share Options and Share Appreciation Rights. As a condition to the delivery of Shares pursuant to the exercise of a Share Option or Share Appreciation Right, the Committee may require that the Participant, at the time of exercise, pay to the Company by cash, certified check, bank draft, wire transfer or postal or express money order an amount sufficient to satisfy any applicable tax withholding obligations. The Committee may also, in its discretion, accept payment of tax withholding obligations through any of the Exercise Price payment methods described in Section 4.3(d).

(b) Other Awards Payable in Shares. The Participant shall satisfy the Participant’s tax withholding obligations arising in connection with the release of restrictions on Restricted Units, Restricted Shares and other Share-Based Awards by payment to the Company in cash or by certified check, bank draft, wire transfer or postal or express money order, provided that the format is approved by the Company or a designated third-party administrator. However, subject to any requirements of applicable law, the Company may also satisfy the Participant’s tax withholding obligations by other methods, including selling or withholding Shares that would otherwise be available for delivery, provided that the Board or the Committee has specifically approved such payment method in advance.

(c) Cash Awards. The Company may satisfy a Participant’s tax withholding obligation arising in connection with the payment of any Award in cash by withholding cash from such payment.

7.3 Special Forfeiture Provision. The Committee may, in its discretion, provide in an Award Certificate that the Participant may not, within two years of the Participant’s Termination of Employment with the Company, enter into any employment or consultation arrangement (including service as an agent, partner, shareholder, consultant, officer or director) with any entity or person engaged in any business in which the Company or any Subsidiary is engaged without prior written approval of the Committee if, in the sole judgment of the Committee, the business is competitive with the Company or any Subsidiary or business unit or such employment or consultation arrangement would present a risk that the Participant would likely disclose Company proprietary information (as determined by the Committee). If the Committee makes a determination that this prohibition has been violated, the Participant (i) will forfeit all rights under any outstanding Share Option or Share Appreciation Right that was granted subject to the Award Certificate and will return to the Company the amount of any profit realized upon an exercise of all Awards during the period, as the Committee determines and sets forth in the Award Certificate, beginning no earlier than six months prior to the Participant’s Termination of Employment, and (ii) will forfeit and return to the Company any Short-Term Performance Bonuses, Performance Units, Shares of Restricted Shares, Restricted Units (including any credited Dividend Equivalents), Deferred Share Units, and other Share-Based Awards that are outstanding on the date of the Participant’s Termination of Employment, subject to the Award Certificate, and have not vested or that became vested and remain subject to this Section 7.3 during a period, as the Committee determines and sets forth in the Award Certificate, beginning no earlier than six months prior to the Participant’s Termination of Employment.

7.4 No Implied Rights. The establishment and operation of the Plan, including the eligibility of a Participant to participate in the Plan, will not be construed as conferring any legal or other right upon any Director for any continuation of directorship or any Employee for the continuation of employment through the end of any Performance Cycle or other period. The Company expressly reserves the right, which may be exercised at any time and in the Company’s sole discretion, to discharge any individual or treat him or her without regard to the effect that discharge might have upon him or her as a Participant in the Plan.

7.5 No Obligation to Exercise Awards. The grant of a Share Option or Share Appreciation Right will impose no obligation upon the Participant to exercise the Award.

7.6 No Rights as Shareholders. A Participant who is granted an Award under the Plan will have no rights as a shareholder of the Company with respect to the Award unless and until certificates for the Shares underlying the Award are registered in the Participant’s name and (other than in the case of Restricted Share) delivered to the Participant. The right of any Participant to receive an Award by virtue of participation in the Plan will be no greater than the right of any unsecured general creditor of the Company.

7.7 Indemnification of Committee. The Company will indemnify, to the fullest extent permitted by law, each person made or threatened to be made a party to any civil or criminal action or proceeding by reason of the fact that the person, or the executor or administrator of the person’s estate, is or was a member of the Committee or a delegate of the Committee.

7.8 No Required Segregation of Assets. Neither the Company nor any Subsidiary will be required to segregate any assets that may at any time be represented by Awards granted pursuant to the Plan.

7.9 Nature of Payments. All Awards made pursuant to the Plan are in consideration of services for the Company or a Subsidiary. Any gain realized pursuant to Awards under the Plan constitutes a special incentive payment to the Participant and will not be taken into account as compensation for purposes of any other employee benefit plan of the Company or a Subsidiary, except as the Committee otherwise provides. The adoption of the Plan will have no effect on Awards made or to be made under any other benefit plan covering an employee of the Company or a Subsidiary or any predecessor or successor of the Company or a Subsidiary.

7.10 Securities Law Compliance. Awards under the Plan are intended to satisfy the requirements of Rule 16b-3 under the Exchange Act. If any provision of this Plan or any grant of an Award would otherwise frustrate or conflict with this intent, that provision will be interpreted and deemed amended so as to avoid conflict. No Participant will be entitled to a grant, exercise, transfer or payment of any Award if the grant, exercise, transfer or payment would violate the provisions of the Sarbanes-Oxley Act of 2002 or any other applicable law.

7.11 Section 409A Compliance. To the extent that any Award granted under the Plan is subject to Section 409A of the Code, the Award Certificate evidencing such Award will be construed to the greatest extent possible in a manner that will not result in adverse tax consequences under Section 409A of the Code, provided that such construction is not materially inconsistent with the intent of the Award. Any Award that provides for a payment to any Participant who is a “specified employee” of deferred compensation that is subject to Code Section 409A(a)(2) and that becomes payable upon, or that is accelerated upon, such Participant’s Termination of Employment, shall be made no earlier than the date which is six months following such Participant’s Termination of Employment (or, if earlier, such Participant’s death) and such provision shall also be included in any Award Certificate. A specified employee for this purpose shall be determined by the Committee or its delegate in accordance with the provisions of Code Section 409A and the regulations and rulings thereunder.

7.12 Governing Law, Severability. The Plan and all determinations made and actions taken under the Plan will be governed by the law of the Company’s place of incorporation and construed accordingly. If any provision of the Plan is held unlawful or otherwise invalid or unenforceable in whole or in part, the unlawfulness, invalidity or unenforceability will not affect any other parts of the Plan, which parts will remain in full force and effect.

Exhibit 10.4

TYCO INTERNATIONAL PUBLIC LIMITED COMPANY

2012 SHARE AND INCENTIVE PLAN

(AMENDED AND RESTATED AS OF NOVEMBER 17, 2014)

ARTICLE I

PURPOSE

1.1 Purpose. The purposes of this Tyco International Public Limited Company 2012 Share and Incentive Plan (the “Plan”) are to promote the interests of Tyco International Public Limited Company (and any successor thereto) by (i) aiding in the recruitment and retention of Directors and Employees, (ii) providing incentives to such Directors and Employees by means of performance-related incentives to achieve short-term and long-term performance goals, (iii) providing Directors and Employees an opportunity to participate in the growth and financial success of the Company, and (iv) promoting the growth and success of the Company’s business by aligning the financial interests of Directors and Employees with that of the other shareholders of the Company.

1.2 Effective Date . The effective date of the original of this Plan was October 1, 2012. The effective date of this Amended and Restated Plan is November 17, 2014.

ARTICLE II

DEFINITIONS

For purposes of the Plan, the following terms have the following meanings, unless another definition is clearly indicated by particular usage and context:

“ Acquired Company ” means any business, corporation or other entity acquired by the Company or any Subsidiary.

“ Acquired Grantee ” means the grantee of a share-based award of an Acquired Company and may include a current or former Director of an Acquired Company.

(a) “ Share Options ” awarded pursuant to Section 4.3;

(b) “ Share Appreciation Rights ” awarded pursuant to Section 4.3;

(d) “ Long-Term Performance Awards ” awarded pursuant to Section 4.5;

(e) “ Other Share-Based Awards ” awarded pursuant to Section 4.6;

(f) “ Nonemployee Director Awards ” awarded pursuant to Section 4.7; and

(g) “ Substitute Awards ” awarded pursuant to Section 4.8.

“ Award Certificate ” means the document issued, either in writing or an electronic medium, by the Committee to a Participant evidencing the grant of an Award.

“ Board ” means the Board of Directors of the Company.

“ Cause ” means misconduct that is willfully or wantonly harmful to the Company or any of its Subsidiaries, monetarily or otherwise.

“ Change in Control ” means the first to occur of any of the following events:

(a) any “person” (as defined in Section 13(d) and 14(d) of the Exchange Act), excluding for this purpose, (i) the Company or any Subsidiary or (ii) any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly of securities of the Company representing more than 30 percent of the combined voting power of the Company’s then outstanding securities; provided, however, that no Change in Control will be deemed to have occurred as a result of a change in ownership percentage resulting solely from an acquisition of securities by the Company; or

(b) persons who, as of the Effective Date of the Plan constitute the Board (the “Incumbent Directors”) cease for any reason (including without limitation, as a result of a tender offer, proxy contest, merger or similar transaction) to constitute at least a majority thereof, provided that any person becoming a director of the Company subsequent to the Effective Date of the Plan shall be considered an Incumbent Director if such person’s election or nomination for election was approved by a vote of at least 50 percent of the Incumbent Directors; but provided further, that any such person whose initial assumption of office is in connection with an actual or threatened proxy contest relating to the election of members of the Board or other actual or threatened solicitation of proxies or consents by or on behalf of a “person” (as defined in Section 13(d) and 14(d) of the Exchange Act) other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director; or

(d) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

“ Change in Control Termination ” shall mean a Participant’s Involuntary Termination that occurs during the period beginning 60 days prior to the date of a Change in Control and ending two years after the date of such Change in Control.

“ Code ” means the United States Internal Revenue Code of 1986, as amended.

“ Committee ” means the Compensation and Human Resources Committee of the Board or any successor thereof or any subcommittee of the Board to which the Board has delegated power to act under or pursuant to the provisions of the Plan.

“ Company ” means Tyco International Public Limited Company, or any successor thereto.

“ Consultant ” means an individual who provides bona fide services to the Company or any Subsidiary, other than an Employee or Director.

“ Director ” means a member of the Board.

“ Effective Date ” means October 1, 2012.

“ Employee ” means any individual who performs services as an officer or employee of the Company or a Subsidiary (including any Director who is also an Employee).

“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended.

“ Fair Market Value ” means, on a given date, (i) the closing sale price of the Shares on the New York Stock Exchange (NYSE) Composite Tape on such date (or the next preceding day if no sales were reported for such date), or (ii) if the Shares are not listed or admitted on the NYSE, but are traded on another national securities exchange or in an over-the-counter market, the last sales price on such date, or if no last sales price is reported, the average of the closing bid and ask price for the Shares on such date (or the next preceding day if no such information was reported for such date) or (iii) if the Shares are neither listed on a national securities exchange nor traded in an over-the-counter market, a price determined by the Committee by the reasonable application of a reasonable valuation method.

“ Fair Market Value Share Option ” means a Share Option with an Exercise Price that is fixed by the Committee at a price equal to the Fair Market Value of a Share on the date of grant.

“ GAAP ” means United States generally accepted accounting principles.

“ Involuntary Termination ” means a Termination of Employment of the Participant initiated by the Company or a Subsidiary for any reason other than Cause, Disability or death.

“ Key Employee ” means an Employee who is a “covered employee” within the meaning of Code Section 162(m)(3).

“ Long-Term Performance Award ” means an Award granted under Section 4.5 of the Plan.

“ Non-Employee Director ” means any member of the Board, elected or appointed, who is not an Employee of the Company or a Subsidiary.

“ Nonqualified Share Option ” means any Share Option granted under Section 4.3 of the Plan that is not an Incentive Share Option.

“ Participant ” means an Employee, a Director, a prospective Employee or Director, and a Consultant who, in each case, is selected by the Committee to participate in the Plan. Participant shall also include any Acquired Grantee.

“ Performance Cycle ” means, with respect to any Award that is intended to be a Short-Term Performance Award or Long-Term Performance Award, a period of no less than six months over which the level of performance will be assessed.

“ Performance Measure ” means, with respect to any Short-Term Performance Award or Long-Term Performance Award, the business criteria selected by the Committee to measure the level of performance during the Performance Cycle. The Performance Measures, which must be objective, shall be based on one or more of the following criteria:

a. Earnings (including earnings before or after interest, taxes, depreciation and amortization);

b. Net income;

c. Operating income;

d. Return on shareowners’ equity;

e. Return on assets

f. Return on investment before or after the cost of capital;

g. Changes in net assets (whether or not multiplied by a constant percentage intended to represent the cost of capital);

h. Expense management;

i. Improvements in capital structure;

j. Profitability of an identifiable business unit or product;

k. Maintenance or improvement of profit margins;

l. Share price;

m. Market share;

n. Revenues or sales;

o. Costs;

p. Cash flow (including free cash flow);

q. Working capital;

r. Credit rating;

s. Improvement in workforce diversity;

t. Employee retention;

u. Closing of corporate transactions;

v. Strategic plan development and implementation;

w. Independent industry ratings or assessments; and

x. Total shareowners’ return.

Any Performance Measure used may be measured, as applicable, (i) in absolute terms, (ii) in relative terms (including the passage of time and/or against other companies or financial metrics), (iii) on a per share basis, (iv) against the performance of the Company as a whole or against particular entities, segments, operating units or products of the Company, (v) on a pre-tax or after-tax basis, and (vi) in tandem with any other Performance Measure. Awards issued to persons who are not Key Employees on the date of grant may take into account any other factors deemed appropriate by the Committee.

“ Performance Unit ” means a Long-Term Performance Award or Short-Term Performance Award denominated in dollars or Units (other than a performance based Share Option).

“ Plan ” means the Tyco International Public Limited Company 2012 Share and Incentive Plan, as it may be amended from time to time.

“ Premium-Priced Share Option ” means a Share Option, the Exercise Price of which is fixed by the Committee at a price that exceeds the Fair Market Value of a Share on the date of grant.

“ Reporting Person ” means a Director or an Employee who is subject to the reporting requirements of Section 16(a) of the Exchange Act.

“ Restricted Shares ” means Shares issued pursuant to Section 4.6 that are subject to any restrictions that the Committee, in its discretion, may impose.

“ Securities Act ” means the United States Securities Act of 1933, as amended.

“ Share ” means an ordinary share in the capital of the Company and such other securities or property as may become subject to Awards pursuant to an adjustment made under Sections 5.3 and 5.4 of the Plan. References in Award Certificates or ancillary documentation related to this Plan to “stock” shall be construed as references to “Shares” for the purposes of this Plan.

“ Short-Term Performance Award ” means an Award of cash or Shares granted under Section 4.4 of the Plan.

“ Share-Based Award ” means an Award granted under Section 4.6 of the Plan and denominated in Shares.

“ Share Option ” means a right to purchase from the Company a stated number of Shares at a specified price for a defined period of time. Share Options awarded under the Plan may be in the form of Incentive Share Options or Nonqualified Share Options.

“ Subsidiary ” means any corporation or other entity a majority of whose outstanding voting share or voting power is beneficially owned directly or indirectly by the Company.

“Target Amount ” means, for any Short-Term Performance Award or Long-Term Performance Award, the targeted amount of compensation that would be achieved if the relevant Performance Measure is fully (100%) attained, as determined by the Committee.

“ Target Vesting Percentage ” means the percentage of any Short-Term Performance Award or Short-Term Performance Award that would vest assuming the Performance Measure(s) applicable to such Award are fully (100%) attained, as determined by the Committee.

“ Termination of Directorship ” means the date of cessation of a Director’s membership on the Board for any reason, with or without Cause, as determined by the Company.

“ Termination of Employment ” means the date of cessation of a Participant’s employment or consulting relationship (or directorship in the case of a Nonemployee Director) with the Company or a Subsidiary for any reason, with or without Cause, as determined by the Company.

ARTICLE III

ADMINISTRATION

3.1 Committee. The Plan will be administered by the Committee

(a) Interpret and administer the Plan and any instrument or agreement relating to the Plan;

(b) Prescribe the rules and regulations that it deems necessary for the proper operation and administration of the Plan, and amend or rescind any existing rules or regulations relating to the Plan;

(e) Determine whether Awards will be granted singly, in combination or in tandem;

(f) Establish and interpret Performance Measures in connection with Short-Term Performance Awards and Long-Term Performance Awards, evaluate the level of performance over a Performance Cycle and certify the level of performance attained with respect to Performance Measures;

(g) Subject to Section 6.1 and 4.3(g), waive or amend any terms, conditions, restriction or limitation in the Plan or in an Award Certificate, or correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Certificate;

(i) Determine and set forth in the applicable Award Certificate the circumstances under which Awards may be deferred and the extent to which a deferral will be credited with dividend equivalents and interest thereon;

(j) Subject to Section 7.1, determine whether an Award may be transferable;

(l) Appoint such agents as it shall deem appropriate for proper administration of the Plan; and

(m) Take any and all other actions it deems necessary or advisable for the proper operation or administration of the Plan.

3.3 Effect of Determinations. All determinations of the Committee will be final, binding and conclusive on all persons having an interest in the Plan.

3.4 Delegation of Authority. The Board or the Committee, in its discretion and consistent with applicable law and regulations, may delegate to the Chief Executive Officer of the Company or any other officer or group of officers as it deems to be advisable, the authority to select Participants to receive an Award and to determine the number of Shares under any such Award, subject to any terms and conditions that the Board or the Committee may establish. When the Board or the Committee delegates authority pursuant to the foregoing sentence, it will limit, in its discretion, the number of Shares or aggregate value that may be subject to Awards that the delegate may grant. Only the Committee will have authority to grant and administer Awards to Directors, Key Employees and other Reporting Persons or to delegates of the Committee, and to establish and certify Performance Measures.

3.5 Employment of Advisors. The Committee may employ attorneys, consultants, accountants and other advisors, including Employees, and the Committee, the Company and the officers and directors of the Company may rely upon the advice, opinions or valuations of the advisors so employed.

3.6 No Liability; Indemnification. No member of the Committee or any person acting as a delegate of the Committee with respect to the Plan will be liable for any losses resulting from any action, interpretation or construction made in good faith with respect to the Plan or any Award granted under the Plan. To the maximum extent permitted by applicable laws, each member of the Committee shall be indemnified and held harmless by the Company against and from (i) any loss, cost, liability, or expense that may be imposed upon or reasonable incurred by him or her in connection with or resulting from any claim, action, suit or proceeding to which he or she may be a party or in which he or she may be involved by any reason of any action taken or failure to act under the Plan or any Award, and (ii) from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s charter documents, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold them harmless.

ARTICLE IV

AWARDS

4.1 Eligibility. All Participants and Employees are eligible to be designated to receive Awards granted under the Plan, except as otherwise provided in this Article IV.

4.3 Share Options and Share Appreciation Rights. The Committee may grant Share Options and Share Appreciation Rights under the Plan to those Participants whom the Committee may from time to time select, in the amounts and pursuant to the other terms and conditions that the Committee, in its discretion, may determine and set forth in the Award Certificate, subject to the provisions below:

(b) Exercise Price. The Committee will set the Exercise Price of Fair Market Value Share Options or Share Appreciation Rights granted under the Plan at a price that is equal to the Fair Market Value of a Share on the date of grant, subject to adjustment as provided in Sections 5.3 and 5.4. The Committee will set the Exercise Price of Premium-Priced Share Options at a price that is higher than the Fair Market Value of a Share as of the date of grant. The Exercise Price of Incentive Share Options will be equal to or greater than 110 percent of the Fair Market Value of a Share as of the date of grant if the Participant receiving such Share Options owns shares possessing more than 10 percent of the total combined voting power of all classes of shares of the Company or any Subsidiary, as defined in Code Section 424. The Exercise Price of a Share Appreciation Right granted in tandem with a Share Option will equal the Exercise Price of the related Share Option. The Committee will set forth the Exercise Price of a Share Option or Share Appreciation Right in the Award Certificate. Share Options granted under the Plan will, at the discretion of the Committee and as set forth in the Award Certificate, be Fair Market Value Share Options, Premium-Priced Share Options or a combination of Fair Market Value Share Options and Premium-Priced Share Options.

(i) The Committee will determine and set forth in the Award Certificate the date on which any Award of Share Options or Share Appreciation Rights to a Participant may first be exercised. Unless the applicable Award Certificate provides otherwise, a Share Option or Share Appreciation Right will become exercisable in equal annual installments over a period of four years from the date of grant, and will lapse 10 years after the date of grant, except as otherwise provided herein.

(ii) Except as set forth in Sections 5.4 and 5.5, upon a Participant’s Termination of Employment , any unvested Share Options or Share Appreciation Rights will be forfeited unless the Award Certificate provides otherwise. Any Share Options or Share Appreciation Rights that are vested as of such Termination of Employment will lapse, and will not thereafter be exercisable, upon the earlier of (A) their original expiration date or (B) the date that is 90 (ninety) days after the date of such Termination of Employment, unless the Award Certificate provides otherwise.

(iii) Share Options and Share Appreciation Rights of a deceased Participant may be exercised only by the estate of the Participant or by the person given authority to exercise the Share Options or Share Appreciation Rights by the Participant’s will or by operation of law. If a Share Option or Share Appreciation Right is exercised by the executor or administrator of a deceased Participant, or by the person or persons to whom the Share Option or Share Appreciation Right has been transferred by the Participant’s will or the applicable laws of descent and distribution, the Company will be under no obligation to deliver Shares or cash until the Company is satisfied that the person exercising the Share Option or Share Appreciation Right is the duly appointed executor or administrator of the deceased Participant or the person to whom the Share Option or Share Appreciation Right has been transferred by the Participant’s will or by applicable laws of descent and distribution.

(iv) Unless the applicable Award Certificate provides otherwise, a Share Appreciation Right granted in tandem with a Share Option is subject to the same terms and conditions as the related Share Option and will be exercisable only to the extent that the related Share Option is exercisable.

(d) Payment of Exercise Price. The Exercise Price of a Share Option must be paid in full when the Share Option is exercised. Payment of the Exercise Price may be made in cash or by certified check, bank draft, wire transfer, or postal or express money order, provided that the format is approved by the Company or a designated third-party administrator. The Committee, in its discretion may also allow payment to be made by any of the following methods, as set forth in the Award Certificate:

(iv) The Committee, in consideration of applicable accounting standards, may waive any holding period on Shares required to tender pursuant to clause (ii).

(e) Incentive Share Options. Incentive Share Options granted under the Plan will be subject to the following additional conditions, limitations and restrictions:

(i) Eligibility. Incentive Share Options may be granted only to Employees of the Company or a Subsidiary that is a subsidiary of the Company within the meaning of Code Section 424.

(ii) Timing of Grant. No Incentive Share Option will be granted under the Plan after the 10-year anniversary of the date on which the Plan was adopted by the Board or, if earlier, the latest date on which the Plan was approved by the Company’s shareholders.

(iii) Amount of Award. Subject to Sections 5.3 and 5.4 of the Plan, no more than 10 million Shares may be available for grant in the form of Incentive Share Options.

(iv) Transfer Restrictions. In no event will the Committee permit an Incentive Share Option to be transferred by an Employee other than by will or the laws of descent and distribution, and any Incentive Share Option awarded under this Plan will be exercisable only by the Employee during the Employee’s lifetime.

(v) Any Incentive Share Option awarded to a Participant who owns shares possessing more than 10 percent of the total combined voting power of all classes of shares of the Company or any Subsidiary, as defined in Code Section 424, shall terminate on a date not later than the day preceding the fifth anniversary of the date the Incentive Share Option was granted.

shares), the terms of outstanding Awards may not be amended to reduce the Exercise Price of outstanding Share Options or Share Appreciation Rights or to cancel outstanding Share Options or Share Appreciation rights in exchange for cash, other Awards or Share Options or Share Appreciation Rights with an exercise price that is less than the exercise price of the original Share Options or Share Appreciation Rights without shareholder approval.

4.4 Short-Term Performance Awards. The Committee may grant Short-Term Performance Awards to Participants in the form of cash or Shares (including Share Options) that are subject to Performance Measures and other terms and conditions that the Committee shall determine and set forth in the applicable Award Certificate; provided , that any Short-Term Performance Awards granted to Key Employees shall be subject to the provisions below:

(a) Performance Cycles. Short-Term Performance Awards shall be awarded in connection with a Performance Cycle of no longer than 12 months.

(b) Eligible Participants. Within 90 days after the commencement of a Performance Cycle, or such shorter period as complies with the applicable requirements of Code Section 162(m), the Committee will determine the Key Employees who are eligible to receive a Short-Term Performance Award.

(i) Within 90 days after the commencement of a Performance Cycle, or such shorter period as complies with the applicable requirements of Code Section 162(m), the Committee will fix and establish in writing (A) the Performance Measures that will apply to that Performance Cycle; (B) the Target Amount applicable to each Award; and (C) subject to subsection (d) below, the criteria for computing the amount that will be paid with respect to each level of attained performance. The Committee will also set forth the minimum level of performance, based on objective factors, that must be attained during the Performance Cycle before any Short-Term Performance Award will be paid and the percentage of the Target Amount that will become payable upon attainment of various levels of performance that equal or exceed the minimum required level. In applying Performance Measures, the Committee may, in its discretion, exclude unusual, infrequently occurring or other items that it deems appropriate (including any event listed in Sections 5.3 and 5.4 and the cumulative effect of changes in the law, regulations or accounting rules) in compliance with the applicable requirements of Code Section 162(m).

(ii) The Committee may reduce, but not increase, the amount payable to any Key Employee with respect to any given Performance Cycle.

(d) Payment, Certification. No Short-Term Performance Award will vest with respect to any Key Employee until the Committee certifies in writing the level of performance attained for the Performance Cycle in relation to the applicable Performance Measures.

(e) Form of Payment. Short-Term Performance Awards may be paid in cash or full Shares, in the discretion of the Committee, and as set forth in the Award Certificate. All such Awards shall be paid no later than the 15th day of the third month following the end of the calendar year (or, if later, following the end of the Company’s fiscal year) in which such Awards are no longer subject to a substantial risk of forfeiture (as determined for purposes of Code Section 409A), except to the extent that a Participant has elected to defer payment under the terms of a duly authorized deferred compensation arrangement, in which case the terms of such arrangement shall govern.

(f) Acceleration. Unless the applicable Award Certificate or the terms of an Award provides otherwise, each Participant who has been granted a Short-Term Performance Award that is outstanding as of the date of a Change in Control will be deemed to have achieved a level of performance, as of the date of Change in Control, that would cause all (100%) of the Participant’s Target Amount to become payable.

4.5 Long-Term Performance Awards. The Committee may grant Long-Term Performance Awards to Participants in the form of cash or Shares (including Share Options) that are subject to Performance Measures and other terms and conditions that the Committee shall determine and set forth in the applicable Award Certificate; provided , that any Long -Term Performance Awards granted to Key Employees shall be subject to the provisions below:

(a) Performance Cycles. Long-Term Performance Awards will be awarded in connection with a Performance Cycle that is no shorter than 12 months and no longer than 5 years.

(b) Eligible Participants. Within 90 days after the commencement of a Performance Cycle, the Committee will determine the Key Employees who will be eligible to receive a Long-Term Performance Award for the Performance Cycle.

(i) Within 90 days after the commencement of a Performance Cycle, the Committee will fix and establish in writing (A) the Performance Measures that will apply to that Performance Cycle; (B) the Target Amounts and/or Target Vesting Percentages applicable to each Award; and (C) subject to subsection (d) below, the criteria for computing the amount that will be paid or will vest with respect to each level of attained performance. The Committee will also set forth the minimum level of performance, based on objective factors, that must be attained during the Performance Cycle before any Long-Term Performance Award will be paid or will vest, and the percentage of the Awards that will become payable or will vest upon attainment of various levels of performance that equal or exceed the minimum required level. In applying Performance Measures, the Committee may, in its discretion, exclude unusual, infrequently occurring or other items that it deems appropriate (including any event listed in Sections 5.3 and 5.4 and the cumulative effect of changes in the law, regulations or accounting rules) in compliance with the applicable requirements of Code Section 162(m).

(ii) The Committee may reduce, but not increase, the amount of Long-Term Performance Awards payable to any Key Employee with respect to any given Performance Cycle.

(d) Payment, Certification. No Long-Term Performance Award will vest with respect to any Key Employee until the Committee certifies in writing the level of performance attained for the Performance Cycle in relation to the applicable Performance Measures.

(e) Form of Payment. Long-Term Performance Awards may be paid in cash or full Shares, in the discretion of the Committee, and as set forth in the Award Certificate. All such Long-Term Performance Awards shall be paid no later than the 15th day of the third month following the end of the applicable Performance Cycle, except as otherwise provided in the applicable Award Certificate or to the extent that a Participant has elected to defer payment under the terms of a duly authorized deferred compensation arrangement, in which case the terms of such arrangement shall govern.

4.6 Other Share-Based Awards. The Committee may, from time to time, grant Awards (other than Share Options, Share Appreciation Rights, Short-Term Performance Awards or Long-Term Performance Awards) to any Participant who the Committee may from time to time select, which Awards consist of, or are denominated in, payable in, valued in whole or in part by reference to, or otherwise related to, Shares. These Awards may include, among other forms, Restricted Shares, Restricted Units, or Deferred Share Units. The Committee will determine, in its discretion, the terms and conditions that will apply to Awards granted pursuant to this Section 4.6, which terms and conditions will be set forth in the applicable Award Certificate.

(b) Grant of Restricted Shares. The Committee may grant Restricted Shares to any Participant. The Participant will have all rights of a shareholder with respect to the Shares, including the right to vote and to receive dividends or other distributions, except that the Shares may be subject to a vesting schedule and will be forfeited if the Participant attempts to sell, transfer, assign, pledge or otherwise encumber or dispose of the Shares before the restrictions are satisfied or lapse. Upon forfeiture, the Participant shall be required to retransfer the Shares to the Company.

(c) Grant of Restricted Units. The Committee may grant Restricted Units to any Participant, which Units will be paid in cash or whole Shares or a combination of cash and Shares, in the discretion of the Committee, when the restrictions on the Units lapse and any other conditions set forth in the Award Certificate have been satisfied. For each Restricted Unit that vests, one Share will be paid or an amount in cash equal to the Fair Market Value of a Share as of the date on which the Restricted Unit vests.

(d) Grant of Deferred Share Units. The Committee may grant Deferred Share Units to any Participant, which Units will be paid in whole Shares if the restrictions on the Units have lapsed. One Share will be paid for each Deferred Share Unit that becomes payable.

4.7 Nonemployee Director Awards.

(a) Annual Awards. Annually, the Committee shall grant an Award to each Nonemployee Director in such an amount as the Board, in its discretion, may approve in advance; provided that the fair market value (as determined under GAAP) on the grant date of such Award does not exceed $200,000. Unless the Committee determines otherwise, the form of such Awards shall be Restricted Share Units with a one year vesting period, and shall be granted on the business day following the annual general meeting of shareholders.

(b) Additional Awards . In addition to the annual Awards provided for above, the Committee may, in its discretion, grant additional Awards to Nonemployee Directors or prospective Nonemployee Directors, provided that in no event shall such an Award be granted with respect to more than 20,000 Shares in any fiscal year.

4.8 Substitute Awards. The Committee may make Awards under the Plan to Acquired Grantees through the assumption of, or in substitution for, outstanding share-based awards previously granted to such Acquired Grantees. Unless otherwise agreed in the relevant documentation related to the acquisition, such assumed or substituted Awards will be subject to the terms and conditions of the original awards made by the Acquired Company, with such adjustments therein as the Committee considers appropriate to give effect to the relevant provisions of the acquisition agreement. Any grant of Incentive Share Options pursuant to this Section 4.8 will be made in accordance with Code Section 424 and any final regulations published thereunder.

4.9 Limit on Individual Grants. Subject to Sections 5.1, 5.3 and 5.4, no Participant may be granted an Award with respect to more than 6 million Shares in any calendar year, provided , that additional Awards in excess of such limitation and up to 10 million Shares may be granted to a Reporting Person who has been hired within the calendar year so long as such additional Awards are made in the form of Share Options, Share Appreciation Rights or Long-Term Performance Based Awards. The maximum amount that may be paid in cash or Shares to any Participant pursuant to Short-Term Performance Awards is $5 million per calendar year. The maximum amount that may be paid in cash to any Participant pursuant to Long-Term Performance Awards is $5 million per calendar year and the maximum number of Shares payable with respect to Long-Term Performance Awards shall not exceed 6 million Shares for any calendar year (or 10 million Shares in the circumstance described in the proviso of the preceding sentence) less the number of Shares related to any other Awards granted in the same calendar year to such Participant (pro rated, in each case, as appropriate over the applicable Performance Cycles).

4.10 Termination for Cause. Notwithstanding anything to the contrary herein, if a Participant incurs a Termination of Directorship or Termination of Employment for Cause, then all of such Participant’s Awards will immediately be cancelled. The exercise of any Share Option or Share Appreciation Right or the payment of any Award may be delayed, in the Committee’s discretion, in the event that a potential termination for Cause is pending.

ARTICLE V

SHARES SUBJECT TO THE PLAN; ADJUSTMENTS

5.1 Shares Available. The Shares issuable under the Plan may consist of Shares issued from the Company’s authorized share capital or conditional share capital or treasury shares of the Company (including, for the avoidance of doubt, Shares owned by any Subsidiary). The total number of Shares reserved for Awards under the Plan is the sum of (i) 50,000,000 and (ii) any Shares subject, as of October 1, 2012, to the outstanding awards under the Tyco International Ltd. 2004 Share and Incentive Plan that cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested and nonforfeitable Shares) as may be adjusted by Sections 5.3 and 5.4. Awards denominated in Shares that are granted as Share Options or Share Appreciation Rights shall at the time of grant, reduce, on a 1-for-1 basis, the number of Shares available under the Plan. Awards denominated in Shares that are granted as Restricted Shares, Restricted Units, Performance Units, Other Share-Based Awards, or in respect of Short-Term Performance Awards or Long-Term Performance Awards (other than performance based Share Options) shall at the time of grant, reduce, on a 1-for-3.32 basis, the number of Shares available under the Plan.

5.2 Counting Rules. The following Shares related to Awards under this Plan shall restore Shares available in the same amount in which the Award reduced the Shares available set forth in Section 5.1:

(a) Shares related to Awards paid in cash;

(b) Shares related to Awards that expire, are forfeited or cancelled, or terminate for any other reason without issuance of Shares;

(c) Any Shares issuable in connection with Awards that are assumed, converted or substituted as a result of the acquisition of an Acquired Company by the Company or a combination of the Company with another company; and

(d) Any Restricted Shares that are returned to the Company as Restricted Shares.

Any Shares that become issuable under the Plan as a result of an adjustment to an outstanding Award in connection with the Company’s spin-offs of The ADT Corporation and Tyco Flow Control International Ltd. and related transactions (the “Separation”) shall not be counted against the number of Shares available set forth in Section 5.1. For the avoidance of doubt, the full number of Share Appreciation Rights granted that are to be settled by the issuance of Shares shall be counted at the time of grant against the number of Shares available set forth in Section 5.1, regardless of the number of Shares actually issued upon settlement of such Share Appreciation Rights. Furthermore, any Shares withheld to satisfy tax withholding obligations on an Award issued under the Plan, Shares tendered to pay the exercise price of an Award under the Plan, and Shares repurchased on the open market with the proceeds of an Option exercise shall not restore Shares available for grant under this Plan.

5.4 Change in Control.

(a) Acceleration. Unless the applicable Award Certificate provides otherwise, for any Participant who incurs a Change in Control Termination, all unvested Share Options and Share Appreciation Rights will become exercisable as of the later of (i) the effective date of the Change in Control and (ii) the effective date of the Change in Control Termination, and all conditions to vesting will be waived with respect to all other unvested Awards that are denominated in Shares. In such a case, with respect to Short-Term Performance Awards and Long-Term Performance Awards, performance will be deemed to have been achieved at a level of performance, as determined in the sole discretion of the Committee, at the higher of 100% of the Participant’s Target Amount and the level of actual performance as of the date of the Change in Control.

(b) Adjustment, Conversion and Payment. In addition to the foregoing, no later than 90 days after the date of Change in Control, the Committee (as constituted prior to the date of Change in Control) shall provide for the following actions to apply to each Award that is outstanding as of the date of Change in Control: (i) an adjustment to such Award as the Committee deems appropriate to reflect such Change in Control, (ii) the acquisition of such Award, or substitution of a new right therefor, by the acquiring or surviving entity after such Change in Control, or (iii) the purchase of such Award for an amount of cash equal to the amount that could have been attained upon the exercise or redemption of such Award immediately prior to the Change in Control had such Award been exercisable or payable at such time. Any payment made pursuant to this Section 5.4(b) shall include the value of any dividend equivalents credited with respect to such Award and accrued interest on such dividend equivalents. The Committee may specify how an Award will be treated in the event of a Change in Control either when the Award is granted or at any time thereafter, except as otherwise provided herein.

5.5 Vesting upon Death, Disability and Retirement. Unless the applicable Award Certificate provides otherwise:

(a) upon the death or Disability of a Participant, all unvested Awards held by such Participant shall vest, and with respect to all of such Participant’s Share Options and Share Appreciation Rights, such Awards will be exercisable until the earlier of (i) their original expiration date and (ii) the date that is three years after the date on which the Participant dies or incurs a Disability.

(b) upon the Termination of Employment of a Participant for any reason other than the Participant’s death or Disability or due to a Change in Control, if the Participant has attained age 55, and the sum of the Participant’s age and years of service with the Company is 60 or higher, a pro rata portion of each Award held by such Participant shall vest based on the number of full months of service completed commencing on the grant date of such Award and ending on the date of Termination of Employment divided by the full number of months required to achieve complete vesting. With respect to all of such Participant’s Share Options and Share Appreciation Rights, such Awards will be exercisable until the earlier of (i) their original expiration date and (ii) the date that is three years after the date of Termination of Employment.

5.6 Fractional Shares. The Committee may, in its discretion, determine whether fractional shares may be settled in cash, shares or cancelled.

5.7 Dividends and Dividend Equivalents. At the discretion of the Committee and as set forth in the applicable Award Certificate, dividends issued on Shares may be credited with respect to any Award other than a Share Option or Share Appreciation Right in the form of dividend equivalents. Dividend equivalents will be subject to such vesting and other terms as are determined by the Committee and set forth in the applicable Award Certificate. For any Award that is entitled to dividend equivalents, (i) unless the Award Certificate provides otherwise, such dividend equivalent shall equal, on a per Share basis, the quotient produced by dividing the cash value of the dividend by the Fair Market Value of one Share as of the date the dividend is paid, (ii) such dividend equivalent shall vest at the same time, and only to the extent that, the underlying Award vests (taking into account any applicable performance conditions).

ARTICLE VI

AMENDMENT AND TERMINATION

6.1 Amendment. The Plan may be amended at any time and from time to time by the Board or the Committee without the approval of shareholders of the Company, except that no material revision to the terms of the Plan will be effective until the amendment is approved by the shareholders of the Company. A revision is “material” for this purpose if it materially increases the number of Shares that may be issued under the Plan (other than an increase pursuant to Sections 5.3 and 5.4 of the Plan), expands the types of Awards available under the Plan, materially expands the class of persons eligible to receive Awards under the Plan, materially extends the term of the Plan, materially decreases the Exercise Price at which Share Options or Share Appreciation Rights may be granted, reduces the Exercise Price of outstanding Share Options or Share Appreciation Rights, results in the replacement of outstanding Share Options and Share Appreciation Rights with new Awards that have an Exercise Price that is lower than the Exercise Price of the replaced Share Options and Share Appreciation Rights, or otherwise requires the consent of shareholders under applicable law, regulation or exchange listing standard; provided , that the Board may, in its discretion, amend Section 4.7 to increase the maximum amount of Awards permitted to be granted to Nonemployee Directors in any calendar year. No amendment of the Plan or any outstanding Award made without the Participant’s written consent may adversely affect any right of a Participant with respect to an outstanding Award.

6.2 Termination. The Plan will terminate upon the earlier of the following dates or events to occur:

(a) the adoption of a resolution of the Board terminating the Plan; or

(b) the day before the 10th anniversary of the most recent effective date following shareholder approval of the Plan.

ARTICLE VII

GENERAL PROVISIONS

(a) Any Award may be transferred by will or by the laws of descent or distribution.

(b) The Committee may provide in the applicable Award Certificate that all or any part of an Award (other than an Incentive Share Option) may be transferred to a family member. For purposes of this subsection (b), “family member” includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the Participant, including adoptive relationships, any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests.

Any transferred Award will be subject to all of the same terms and conditions as provided in the Plan and the applicable Award Certificate. The Participant or the Participant’s estate will remain liable for any withholding tax that may be imposed by any federal, state or local tax authority. The Committee may,

in its discretion, disallow all or a part of any transfer of an Award pursuant to this subsection (b) unless and until the Participant makes arrangements satisfactory to the Committee for the payment of any withholding tax.

(d) Restricted Shares may be freely transferred after the restrictions lapse or are satisfied and the Shares are delivered, and, if applicable, in compliance with Rule 144 under the Securities Act, or pursuant to an effective registration for resale under the Securities Act.

(e) In no event may a Participant transfer an Incentive Share Option other than by will or the laws of descent and distribution.

(a) Share Options and Share Appreciation Rights. As a condition to the delivery of Shares pursuant to the exercise of a Share Option or Share Appreciation Right, the Committee may require that the Participant, at the time of exercise, pay to the Company by cash, certified check, bank draft, wire transfer or postal or express money order an amount sufficient to satisfy any applicable tax withholding obligations. The Committee may also, in its discretion, accept payment of tax withholding obligations through any of the Exercise Price payment methods described in Section 4.3(d).

(b) Other Awards Payable in Shares. The Participant shall satisfy the applicable tax withholding obligations arising in connection with the release of restrictions on Restricted Units, Restricted Shares and other Share-Based Awards by payment to the Company in cash or by certified check, bank draft, wire transfer or postal or express money order, provided that the format is approved by the Company or a designated third-party administrator. However, subject to any requirements of applicable law, the Participant may also satisfy the tax withholding obligations by other methods, including selling or withholding Shares that would otherwise be available for delivery, provided that the Board or the Committee has specifically approved such payment method in advance.

(c) Awards Paid in Cash. The Company may satisfy a Participant’s tax withholding obligation arising in connection with the payment of any Award in cash by withholding cash from such payment.

7.3 Code Section 162(m). The Committee or, to the extent required by applicable law, the Board, may, in its discretion grant Awards that are intended to be “performance-based compensation” under Section 162(m). The Committee or, to the extent required by applicable law, the Board, will have the authority, in its sole and absolute discretion, to interpret and administer the Plan consistent with Code Section 162(m) with respect to Key Employees. For the purposes of the Plan, it shall be presumed, unless the Committee indicates to the contrary, that all Awards to Key Employees are intended to qualify as “performance-based compensation” under Code Section 162(m). If the Committee does not intend an Award to a Participant to qualify as performance-based compensation under Code Section 162(m), the Committee shall reflect its intent in its records in such manner as the Committee determines to be appropriate

7.4 No Implied Rights. A Participant’s rights, if any, in respect of or in connection with any Award are derived solely from the discretionary decision of the Company to permit the individual to participate in the Plan and to benefit from a discretionary Award. By accepting an Award under the Plan, a Participant expressly acknowledges that there is no obligation on the part of the Company to continue the Plan and/or grant any additional

Awards. Any Award granted hereunder is not intended to be compensation of a continuing or recurring nature, or part of a Participant;s normal or expected compensation, and in no way represents any portion of a Participant’s salary, compensation, or other remuneration for purposes of pension benefits, severance, redundancy, resignation or any other purpose.

Neither the Plan, nor any Award granted under the Plan, shall be deemed to give any individual a right to remain an Employee or Director of the Company or any Subsidiary. The Company and its Subsidiaries reserve the right to terminate the service of any person at any time, and for any reason, subject to applicable laws, the Company’s charter documents and any other applicable written agreement (if any), and such terminated person shall be deemed irrevocably to have waived any claim to damages or specific performance for breach of contract or dismissal, compensation for loss of office, tort or otherwise with respect to the Plan or any outstanding Award that is forfeited and/or is terminated by its terms or to any future Award.

7.5 No Obligation to Exercise Awards. The grant of a Share Option or Share Appreciation Right will impose no obligation upon the Participant to exercise the Award.

7.6 No Rights as Shareholders. Except as otherwise specifically provided herein or in the applicable Award Certificate, a Participant who is granted an Award under the Plan will have no rights as a shareholder of the Company with respect to the Award unless and until the Shares underlying the Award are issued in the Participant as evidenced by an appropriate entry on the books of the Company or a duly authorized transfer agent of the Company. The right of any Participant to receive an Award by virtue of participation in the Plan will be no greater than the right of any unsecured general creditor of the Company.

7.7 No Required Segregation of Assets. Neither the Company nor any Subsidiary will be required to segregate any assets that may at any time be represented by Awards granted pursuant to the Plan.

7.8 Nature of Payments. All Awards made pursuant to the Plan are in consideration of services for the Company or a Subsidiary. Any gain realized pursuant to Awards under the Plan constitutes a special incentive payment to the Participant and will not be taken into account as compensation for purposes of any other employee benefit plan of the Company or a Subsidiary, except as the Committee otherwise provides. The adoption of the Plan will have no effect on awards made or to be made under any other benefit plan covering an employee of the Company or a Subsidiary or any predecessor or successor of the Company or a Subsidiary.

7.9 Securities Law Compliance. Awards under the Plan are intended to satisfy the requirements of Rule 16b-3 under the Exchange Act. If any provision of this Plan or any grant of an Award would otherwise frustrate or conflict with this intent, that provision will be interpreted and deemed amended so as to avoid conflict. No Participant will be entitled to a grant, exercise, transfer or payment of any Award if the grant, exercise, transfer or payment would violate the provisions of the Sarbanes-Oxley Act of 2002 or any other applicable law.

7.10 Section 409A of the Code. Notwithstanding other provisions of the Plan, or any applicable Award Certificate, no Award shall be granted, deferred, accelerated, extended, paid out or modified under this Plan in a manner that would result in the imposition of an additional tax upon a Participant under Code Section 409A. In the event that it is reasonably determined by the Committee that, as a result of Code Section 409A, payments in respect of any Award under the Plan may not be made at a time contemplated by the terms of the Plan or the applicable Award Certificate, as the case may be, without causing the Participant holding such Award to be subject to taxation under Code Section 409A, the Company shall make such payment on the first day that would not result in the Participant incurring any tax liability under Code Section 409A. References under the Plan or the terms of the applicable Award Certificate to the Participant’s termination of employment shall be deemed to refer to the date upon which the Participant has experienced a “separation from service” within the meaning of Code Section 409A. Notwithstanding anything herein to the contrary, (a) if at the time of the Participant’s separation from service with any Service Recipient, the Participant is a “specified employee” as defined in Code Section 409A, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such separation from service is necessary in order to prevent the imposition of any accelerated or additional tax under Code Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder to the minimum extent necessary to satisfy Code Section 409A until the date that is six months and one day following the Participant’s separation from service with all Service Recipients (or the earliest date that is permitted under Code

Section 409A), if such payment or benefit is payable upon a termination of employment, and (b) if any other payments of money or other benefits due to the Participant hereunder would cause the application of an accelerated or additional tax under Code Section 409A, such payments or other benefits shall be deferred, if deferral will make such payment or other benefits compliant under Code Section 409A, or otherwise such payment or other benefits shall be restructured, ot the minimum extent necessary, in a manner, reasonably determined by the Committee, that does not cause such an accelerated or additional tax or result in an additional cost to the Company.

7.11 Governing Law, Severability. The Plan and all determinations made and actions taken under the Plan will be governed by the law of the Company’s place of incorporation and construed accordingly. If any provision of the Plan is held unlawful or otherwise invalid or unenforceable in whole or in part, the unlawfulness, invalidity or unenforceability will not affect any other parts of the Plan, which parts will remain in full force and effect.

7.12 Forfeiture; Clawback. The Committee may, in its discretion, provide in an Award Certificate provisions it deems appropriate related to non-competition, non-solicitation, confidentiality, anti-disparagement and similar matters. The Committee may, in its discretion, specify in an Award or a policy that will be incorporated into an Award agreement by reference, that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, termination of Employment for cause, termination of the Participant’s provision of services to the Company or any of its Subsidiaries, breach of noncompetition, confidentiality, or other restrictive covenants that may apply to the Participant, or restatement of the Company’s financial statements to reflect adverse results from those previously released financial statements, as a consequence of errors, omissions, fraud, or misconduct.

Exhibit 10.5

TYCO SUPPLEMENTAL SAVINGS AND

RETIREMENT PLAN

Effective as of September 28, 2012

Amended and Restated as of November 17, 2014

TYCO SUPPLEMENTAL SAVINGS AND RETIREMENT PLAN

Article 1

Effective Date and Purpose

1.1 Supplemental Executive Retirement Plan . Tyco International (US) Inc. (predecessor to Tyco International Management Company) established and maintained the Tyco International (US) Supplemental Executive Retirement Plan (“SERP”). The SERP provided certain of the key employees of Tyco International (US) Inc. and the key employees of its parents, subsidiaries and affiliates with benefits intended to make up for amounts that could not be contributed on their behalf as matching contributions under the Tyco International (US) Inc. Retirement Savings and Investment Plan (“RSIP”) due to certain restrictions applicable under the Internal Revenue Code of 1986, as amended. The SERP was frozen as of December 31, 2004; benefits accrued under that plan as of December 31, 2004 and no further benefits will accrue under the SERP from and after December 31, 2004. Benefits under the SERP will remain payable in accordance with the terms of the SERP. Effective January 1, 2009 the name of the SERP was changed to the Supplemental Executive Retirement Plan and was amended in order to comply with the provisions of Code Section 409A and regulations thereunder.

Deferred Compensation Plan . TME Management Corp. adopted the Tyco Deferred Compensation Plan, effective April 1, 1994, to allow a select group of key management or other highly compensated employees of the Company and its parents, affiliates and subsidiaries to defer the receipt of compensation that would otherwise be payable to them. TME Management Corp. amended and restated the Tyco Deferred Compensation Plan, effective as of January 1, 2005, to (i) rename it the Tyco Supplemental Savings and Retirement Plan (the “SSRP”), (ii) change certain of the SSRP’s provisions applicable to future deferred compensation elections, and (iii) provide for additional benefits intended to make up for contributions that cannot be made under the RSIP for the benefit of certain key employees due to certain restrictions applicable under the Code.

Sponsorship of the SSRP was transferred from TME Management Corp. to Citrine Management Corp., effective as of September 30, 2006. The name of Citrine Management Corp. was subsequently changed to Tyco International Management Company (“TIMCO Corp.”), effective as of February 8, 2007. TIMCO Corp. amended and restated the SSRP, effective as of January 1, 2008, to conform the SSRP to the requirements of Code Section 409A and the regulations and rulings promulgated thereunder and to incorporate certain amendments to the SSRP that were adopted since the SSRP’s last restatement. TIMCO Corp. again amended and restated the SSRP effective January 1, 2009 (the “2009 SSRP”). Sponsorship of the SSRP was transferred from TIMCO Corp. to Tyco International Management Company, LLC (“TIMCO”) in 2010.

1.2 Merger of SERP and SSRP . Effective as of September 28, 2012, TIMCO merged the SERP into the SSRP, with such resulting plan named the Tyco Supplemental Savings and Retirement Plan (the “Plan”). The purpose of this amendment and restatement is to combine the SERP and the SSRP into one plan document for administrative convenience, and is not intended to change the terms of either plan, or to create new or duplicate benefits. The successor provisions applicable to all benefits accrued under the SERP, including the payment of benefits accrued under the SERP which was frozen as of December 31, 2004 (subject to any changes made in such terms for benefits not vested as of December 31, 2004 in order to comply with the provisions of Code Section 409A and regulations thereunder), are set forth in Exhibit A .

The provisions of the Plan as herein amended and restated apply (i) to Base Salary Deferrals, Spillover Deferrals, Matching Credits, Company Credits and Discretionary Credits for Plan Years beginning on or after January 1, 2009, (ii) to Bonus Compensation Deferrals for Fiscal Years beginning on or after September 29, 2008, and (iii) to any earnings credited thereon (collectively the “2009 Deferrals”). Deferrals prior to the 2009 Deferrals and on or after January 1, 2005 under the SSRP and earnings thereon shall continue to be administered in accordance with the terms of the Tyco Supplemental Savings and Retirement plan, amended and restated as of January 1, 2005 (attached as Exhibit B) and with any elections made thereunder. Deferrals made prior to January 1, 2005, and earnings thereon, shall continue to be administered in accordance with the terms of the Tyco Deferred Compensation Plan effective April 1, 1994 amended through May 2003 (attached as Exhibit C) and with any elections made thereunder. Exhibit C contains the applicable provisions of the Plan, including

TIMCO intends that Plan shall at all times be maintained on an unfunded basis for federal income tax purposes under the Code, and administered as a non-qualified, “top hat” plan exempt from the substantive requirements of the Employee Retirement Income Security of 1974, as amended (“ERISA”).

1.3 2012 Separation . On March 27, 2012 Tyco International Ltd. (“TIL”) entered into a transaction whereby the public shareholders of TIL were issued stock dividends consisting of the common stock of The ADT Corporation (“ADT”) and Tyco Flow Control International Ltd. (“Flow Control”) as of the September 28, 2012 separation date, as described in the Form 10 filed by ADT with the SEC on April 10, 2012, and the Forms S-l and S-4 filed by Flow Control with the SEC on May 8, 2012 (the transaction, the “2012 Separation”). As a result of the 2012 Separation TIL, Flow Control, and ADT are no longer members of the same controlled group of corporations.

Also on March 27, 2012, TIL, Flow Control, Panthro Acquisition Co., Panthro Merger Sub, Inc., and Pentair, Inc., entered into a Merger Agreement, a form of which is attached as Exhibit 2.1 to the Form 8-K filed by TIL on March 30, 2012 (the “Merger Agreement”), whereby Flow Control’s indirect wholly owned subsidiary and Pentair, Inc., shall merge immediately following the Flow Control dividend distribution, with Pentair surviving the merger as a wholly owned indirect subsidiary of Flow Control and Flow Control renamed as Pentair Ltd.

TIL, Flow Control, and ADT entered into a Separation and Distribution Agreement, a form of which is attached as Exhibit 2.2 to the Form 8-K filed by TIL on March 30, 2012, and TIL and ADT entered into a Separation and Distribution Agreement, a form of which was attached to the DEFM14A filed on August 3, 2012 to effect the 2012 Separation (a “Separation Agreement”)

In accordance with the Separation Agreement, (i) TIMCO spun off a portion of the assets and liabilities of Participants and Beneficiaries related to the SSRP and the SERP under the Plan to ADT LLC as designated by TIL and set forth on Exhibit D and (ii) TIMCO spun off a portion of the assets and liabilities of Participants and Beneficiaries related to the SSRP and SERP under the Plan to Tyco Valves and Controls LLC as designated by TIL and set forth on Exhibit E .

1.4 Change of Domicile . On May 30, 2014, TIL executed a merger agreement with its wholly owned subsidiary, Tyco International Public Limited Company, a company organized under the laws of Ireland, (“Tyco Ireland”) in connection with TIL’s proposal to change the place of domicile of the business of TIL from the Swiss Confederation to Ireland (such change, the “Change of Domicile” and such transaction, the “Change of Domicile Transaction”), which proposal was approved by the shareholders of TIL and is anticipated to become effective on November 17, 2014, whereupon TIL will merge into the Company and the Company will be the surviving entity, assuming

all of the assets and liabilities of TIL, which will cease to exist. The Change in Domicile Transaction will see the shareholders of TIL receive one ordinary share in the Company for every unit of common stock held by such shareholders in TIL. This amended and restated Plan shall be effective as and from November 17, 2014.

1.5 Compliance with Code Section 409A . The terms of this Plan are intended to, and shall be interpreted and applied so as to, comply in all respects with the provisions of Code Section 409A and regulations and rulings promulgated thereunder and, if necessary, any provision shall be held null and void to the extent such provision (or part thereof) fails to comply with Section 409A or the regulations promulgated thereunder.

Article 2

Definitions

For ease of reference, the following definitions will be used in the Plan:

2.1 Account . “Account” means the account maintained on the books of the Company used solely to calculate the amount payable to each Participant who defers Compensation under the Plan or is otherwise entitled to a benefit under Article VI and shall not constitute a separate fund of assets.

2.2 Administrative Error Correction . “Administrative Error Correction” means the discretion used by the Plan Administrator to permit an Administrative Error to be corrected by allowing the affected Eligible Employee or Participant’s Enrollment and Payment Agreement to be processed as soon as practicable after December 31 (and any related payroll discrepancy to be corrected). Such processing and correction shall only be allowed to the extent permitted under Code Section 409A and the regulations and rulings promulgated thereunder. “Administrative Error” means (i) an error by an Eligible Employee or Participant to file an Enrollment and Payment Agreement, or any other similar action, following a good faith attempt, or (ii) the failure of the Plan Administrator to properly process an Eligible Employee or Participant’s Enrollment and Payment Agreement.

2.3 Affiliated Company . “Affiliated Company” shall mean (a) a corporation which, together with Tyco Ireland, is a member of a controlled group of corporations (as defined in Section 414(b) of the Code), (b) a trade or business (whether or not incorporated) which is under common control (as defined in Section 414(c) of the Code) with Tyco Ireland, (c) a corporation, partnership or other entity which, together with Tyco Ireland, is a member of an affiliated service group (as defined in Section 414(m) of the Code), (d) an organization which is required to be aggregated with Tyco Ireland pursuant to regulations promulgated under Section 414(o) of the Code, or (e) any service recipient or employer that is within a controlled group of corporations with the Company as defined in Code Sections 1563(a)(1), (2) and (3) where the phrase “at least 50%” is substituted in each place “at least 80%” appears or is with the Company as part of a group of trades or businesses under common control as defined in Code Section 414(c) and Treas. Reg. Section 1.414(c)-2 where the phrase “at least 50%” is substituted in each place “at least 80%” appears, provided, however, that when the relevant determination is to be based upon legitimate business criteria (as described in Treas. Reg. Section 1.409A-l(b)(5)(iii)(E) and Section 1.409A-l(h)(3)), the phrase “at least 20%” shall be substituted in each place “at least 80%” appears as described above with respect to both a controlled group of corporations and trades or business under common control.

2.4 Annual Enrollment Period . “Annual Enrollment Period” shall mean the time beginning on a date specified by the Plan Administrator and ending on or before the December 15 immediately preceding the Plan Year for which such enrollment is effective. Such Annual Enrollment Period may be extended in the sole discretion of the Plan Administrator, but in no event shall such extension be later than the December 31 immediately preceding the first day of the Plan Year for which such enrollment is effective.

2.5 Base Salary . “Base Salary” means the annual rate of base salary paid to each Participant as of any date of reference before any reduction for any amounts deferred by the Participant pursuant to Section 401(k) or Section 125 of the Code, or pursuant to the Plan or any other non-qualified plan which permits the voluntary deferral of compensation.

2.6 Base Salary Deferral . “Base Salary Deferral” means that portion of Base Salary as to which a Participant has made an election to defer receipt pursuant to Article V.

2.7 Beneficiary(ies) . “Beneficiary” or “Beneficiaries” means the person or persons designated by the Participant to receive payments under the Plan in the event of the Participant’s death as provided in Section 10.3.

2.8 Board . “Board” means the Board of Directors of Tyco Ireland.

2.9 Bonus Compensation . “Bonus Compensation” means any annual performance- based cash bonus or incentive compensation payable to a Participant as of any date of reference before any reduction for any amounts deferred by the Participant pursuant to Section 401(k) or Section 125 of the Code, or pursuant to the Plan or any other non-qualified plan which permits the voluntary deferral of compensation. Bonus Compensation shall not include (i) any special, quarterly, or one-time bonus payment, (ii) any bonus payment earned and paid in the same fiscal year; (iii) any amount paid under any equity incentive plan (other than the Annual Performance Bonus paid under the Tyco International Public Limited Company 2004 Share and Incentive Plan or Tyco International Public Limited Company 2012 Share and Incentive Plan) or successor plan or (iv) any bonus payment paid after Separation from Service.

2.10 Bonus Compensation Deferral . “Bonus Compensation Deferral” means that portion of Bonus Compensation as to which a Participant has made an election to defer receipt pursuant to Article V.

2.11 Cause . “Cause” means a Participant’s (i) substantial failure or refusal to perform duties and responsibilities of his or her job as required by the Company, (ii) violation of any fiduciary duty owed to the Company, (iii) conviction of a felony or misdemeanor, (iv) dishonesty, (v) theft, (vi) violation of Company rules or policy, or (vii) other egregious conduct, that has or could have a serious and detrimental impact on the Company and its employees. The Plan Administrator, in its sole and absolute discretion, shall determine Cause. Examples of “Cause” may include, but are not limited to, excessive absenteeism, misconduct, insubordination, violation of Company policy, dishonesty, and deliberate unsatisfactory performance (e.g., Employee refuses to improve deficient performance).

2.12 Change of Control . “Change of Control” means any of the following events:

(a) any “person” (as defined in Section 13(d) and 14(d) of the Exchange Act), excluding for this purpose, (i) Tyco Ireland or any subsidiary company (wherever incorporated) of Tyco Ireland as defined by Section 155 of the Companies Act 1963 of Ireland, as amended (a “Subsidiary”) or (ii) any employee benefit plan of Tyco Ireland or any Subsidiary (or any person or entity organized, appointed or established by Tyco Ireland for or pursuant to the terms of any such

plan that acquires beneficial ownership of voting securities of Tyco Ireland), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly of securities of Tyco Ireland representing more than 30 percent of the combined voting power of Tyco Ireland’s then outstanding securities; provided, however, that no Change of Control will be deemed to have occurred as a result of a change in ownership percentage resulting solely from an acquisition of securities by Tyco Ireland;

(b) persons who, as of the Amendment Effective Date, constitute the Board (the “Incumbent Directors”) cease for any reason (including without limitation, as a result of a tender offer, proxy contest, merger or similar transaction) to constitute at least a majority thereof, provided that any person becoming a Director of Tyco Ireland subsequent to the Amendment Effective Date shall be considered an Incumbent Director if such person’s election or nomination for election was approved by a vote of at least 50 percent of the Incumbent Directors; but provided further, that any such person whose initial assumption of office is in connection with an actual or threatened proxy contest relating to the election of members of the Board or other actual or threatened solicitation of proxies or consents by or on behalf of a “person” (as defined in Section 13(d) and 14(d) of the Exchange Act) other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director;

(c) consummation of a reorganization, merger or consolidation or sale or other disposition of at least 80 percent of the assets of Tyco Ireland (a “Business Combination”), in each case, unless, following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of outstanding voting securities of Tyco Ireland immediately prior to such Business Combination beneficially own directly or indirectly more than 50 percent of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the company resulting from such Business Combination (including, without limitation, a company which, as a result of such transaction, owns Tyco Ireland or all or substantially all of Tyco Ireland’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding voting securities of Tyco Ireland; or

(d) approval by the shareholders of Tyco Ireland of a complete liquidation or dissolution of Tyco Ireland.

2.13 Code . “Code” means the Internal Revenue Code of 1986, as amended (and any regulations thereunder).

2.14 Commission Compensation . “Commission Compensation” means any commission earned by a Participant as of any date of reference before any reduction for any amounts deferred by the Participant pursuant to Section 401(k) or Section 125 of the Code, or pursuant to the Plan or any other non-qualified plan which permits the voluntary deferral of compensation.

2.15 Company . “Company” means Tyco International Management Company, LLC, a Nevada LLC, its parents, subsidiaries, affiliates and successors (excluding any parent, subsidiary or affiliate that has not been approved by Tyco International Management Company, LLC for participation in the Plan). Where the context so requires, “Company” used in reference to a Participant means the specific entity that is part of the Company as defined herein that employs the Participant at any relevant time.

2.16 Company Credit . “Company Credit” means an amount credited by the Company for the benefit of a Participant pursuant to Section 6.3.

2.17 Compensation . “Compensation” means an Eligible Employee’s (i) Base Salary as in effect from time to time during a Plan Year and (ii) Commission Compensation earned during a Plan Year, and (iii) Bonus Compensation earned for an applicable Fiscal Year. For purposes of determining a Participant’s Company Credits under Section 6.3 and Discretionary Credits under Section 6.4 for any Plan Year, Compensation shall include only Base Salary, Bonus Compensation and Commission Compensation actually paid to the Participant during such Plan Year. For purposes of Spillover Deferral elections under Section 6.1, Compensation shall not include Commission Compensation. In no event shall any of the following items be treated as Compensation hereunder: (i) Payments from the Plan or any other Company nonqualified deferred compensation plan; (ii) income from the exercise of non-qualified share options, from the disqualifying disposition of incentive share options, or realized upon vesting of restricted shares or the delivery of shares in respect of restricted share units (or other similar items of income related to equity compensation grants or exercises); (iii) reimbursement for moving expenses or other relocation expenses; (iv) mortgage interest differentials; (v) payment for reimbursement of taxes; (vi) international assignment premiums, allowances or other reimbursements; (vii) any special, quarterly, or one-time bonus payments; (viii) any bonus payments earned and paid in the same Fiscal Year; and (ix) any other payments as determined by the Plan Administrator in its sole discretion prior to the beginning of any Plan Year or Fiscal Year.

2.18 Compensation Deferral . “Compensation Deferral” means that portion of Compensation as to which a Participant has made an annual irrevocable election to defer receipt pursuant to Article V or Section 6.1. A Participant’s Compensation Deferral may consist of Base Salary Deferrals, Bonus Compensation Deferrals, Spillover Deferrals, or a combination, as applicable to the Participant.

2.19 Direct Transfer Employer . “Direct Transfer Employer” means a company or any of its subsidiaries or affiliates set forth on Exhibit D or Exhibit E.

2.20 Direct Transfer In Participant . “Direct Transfer In Participant” means an employee who (i) began employment with the Company after the Effective Date and on or prior to December 31, 2012, (ii) immediately prior to beginning employment with the Company was an employee of a Direct Transfer Employer and (iii) participated in the Direct Transfers Employers plan that was spun-off pursuant to the Separation Agreement. A Direct Transfer In Participant shall receive credit for Years of Service for all purposes under this Plan, including vesting in Company and Matching Credits, for years of service under the plan in which the employee participated with a Direct Transfer Employer.

2.21 Direct Transfer Out Participant . “Direct Transfer Out Participant” means a Participant who after the Effective Date and on or prior to December 31, 2012, terminated employment with the Company and immediately thereafter began employment with a Direct Transfer Employer or an affiliate of such.

2.22 Disability . “Disability” means that a Participant either (i) has been determined to be eligible for Social Security disability benefits or (ii) is eligible to receive benefits under the Company’s long-term disability program as in effect at the time of disability.

2.23 Discretionary Credit . “Discretionary Credit” means any amount credited to a Participant’s Account under Section 6.4.

2.24 Effective Date and Amendment Effective Date . “Effective Date” means the original effective date of the Plan, which is April 1, 1994. “Amendment Effective Date” means the effective date of an amendment and restatement version of the Plan on September 28, 2012. The effective date of this amended and restated version of the Plan is November 17, 2014.

2.25 Eligible Employee . “Eligible Employee” for all purposes under the Plan other than eligibility for a Company Credit under Section 6.3 includes any employee of the Company who is (i) a U.S. citizen or a resident alien permanently assigned to work in the United States, (ii) paid on the United States payroll (other than Puerto Rico), (iii) either (a) subject to the requirements of Section 16(a) of the Exchange Act, (b) included in career bands 1, 2 and 3 of the Company’s pay scale, or (c) included in career band 4 of the Company’s pay scale and nominated by the Company for participation in the Plan, (iv) expected to be paid a Base Salary for the next relevant Plan Year for which the individual is completing an Enrollment and Payment Agreement that equals or exceeds the “highly compensated employee” dollar threshold under Section 414(q)(l)(B) in effect during the Plan Year in which the individual enrolls and (v) has management responsibility. Solely for purposes of determining eligibility for Company Credits under Section 6.3, “Eligible Employee” includes any employee of the Company who meets the requirements set forth in (i) and (ii) above and who, for a relevant Plan Year, is paid Compensation in excess of the limitation on includible compensation under Section 401(a)(17) of the Code. Notwithstanding the foregoing, employees eligible to participate in any “Non-US Tyco Retirement Plan” shall not be Eligible Employees for purposes of the Plan. A “Non-US Tyco Retirement Plan” is defined as any pension or retirement plan, program or scheme established outside the US that is either sponsored by a non-US Tyco Affiliated Company or is mandated by a governmental body or under the terms of a bargaining agreement and shall include any termination or retirement indemnity program and the national social security arrangements in Italy, Portugal and Spain, but shall exclude national social security arrangements in any other country.

2.26 Enrollment and Payment Agreement . “Enrollment and Payment Agreement” means the authorization form that an Eligible Employee files with the Plan Administrator to elect a Compensation Deferral under the Plan for a Plan Year, and/or to elect the timing and form of distribution for Company Credits or Discretionary Credits for a Plan Year.

2.27 Exchange Act . “Exchange Act” means the Securities Exchange Act of 1934, as amended.

2.28 Fiscal Year . “Fiscal Year” means the Company’s fiscal year, which is the 52- or 53-week period ending on the Friday nearest September 30 of each calendar year.

2.29 In-Service Payment . “In-Service Payment” has the meaning set forth in Section 8.1.

2.30 Matching Credit . “Matching Credit” means an amount credited to a Participant’s Account under Section 6.2.

2.31 Maximum Matching Percentage . “Maximum Matching Percentage” for any Plan Year means the maximum matching contribution percentage available under the RSIP for such Plan Year (disregarding any limit on the amount of matching contributions to the RSIP imposed as a result of the operation of the limitations in Sections 401(a)(17), 402(g) or 415(c) of the Code, or any other limit imposed by the Plan or the Plan Administrator in its sole discretion); provided, that for any Participant who is employed by ADT or an ADT business unit, the Maximum Matching Percentage hereunder for any Plan Year shall be the maximum matching contribution percentage applicable to such Participant under the plan formula of the RSIP in which he or she participates.

2.32 Measurement Funds . “Measurement Funds” means one or more of the independently established funds or indices that are identified by the Plan Administrator. These Measurement Funds are used solely to calculate the earnings that are credited to each Participant’s Account(s) in accordance with Article VII below, and do not represent any beneficial interest on the part of the Participant in any asset or other property of the Company. The determination of the increase or decrease in the performance of each Measurement

Fund shall be made by the Plan Administrator in its reasonable discretion. Measurement Funds may be replaced, new funds may be added, or both, from time to time in the discretion of the Plan Administrator; provided, that if the Measurement Funds hereunder correspond with funds available for investment under the RSIP, then, unless the Plan Administrator otherwise determines in its discretion, any addition, removal or replacement of investment funds under the RSIP shall automatically result in a corresponding change to the Measurement Funds hereunder.

2.33 Participant . “Participant” means any employee who satisfies the eligibility requirements set forth in Article IV and a Direct Transfer In Participant. In the event of the death or incompetency of a Participant, the term means his or her personal representative or guardian.

2.34 Payment Date . “Payment Date” means the time period beginning on March 1 and ending on March 15 in each respective Plan Year.

2.35 Plan . “Plan” means the Tyco Supplemental Savings and Retirement Plan, as amended and restated, and as amended from time to time hereafter.

2.36 Plan Administrator . “Plan Administrator” means the administrative committee appointed by Tyco International Management Company to manage and administer the Plan (or, where the context so requires, any delegate of the Plan Administrator).

2.37 Plan Year . “Plan Year” means the 12 month period beginning on each January 1 and ending on the following December 31.

2.38 Responsible Company . “Responsible Company” has the meaning assigned to that term in Section 10.9.

2.39 Retirement . “Retirement” means Separation from Service (other than for Cause) (i) after attaining age 55 and (ii) with a combination of age and Years of Service at separation totaling at least sixty.

2.40 RSIP . “RSIP” means the Tyco International Retirement Savings and Investment Plan (or any successor plan) applicable to a Participant.

2.41 RSIP Election . “RSIP Election” means the percentage of the Participant’s compensation that he or she has elected to contribute on a pre-tax basis to the RSIP for a Plan Year, determined at the beginning of such Plan Year.

2.42 Separation Date . “Separation Date” means the last day of a Participant’s active employment with the Company before incurring a Separation from Service without regard to any compensation continuation arrangement, as determined by the Plan Administrator in its sole discretion.

2.43 Separation from Service . “Separation from Service” or “Separates from Service” means a Participant’s separation from service with the Company within the meaning of Code Section 409A and the regulations and rulings promulgated thereunder. A Separation from Service occurs when the facts and circumstances indicate that the Company and the Participant reasonably anticipated that no further services would be performed after a certain date or that the level of services the Participant would perform after such date would permanently decrease to no more than 20% of the average level of services performed over the immediately preceding 36- month period. Additionally, a Separation from Service occurs with respect to Employees who experience a Subsidiary Change of Control, even if such Employees remain employed by the affected subsidiary following the Subsidiary Change of Control.

2.44 Separation Payment . “Separation Payment” has the meaning set forth in Section 8.1.

2.45 SERP . “SERP” means the Tyco International Supplemental Executive Retirement Plan.

2.46 Spillover Deferrals . “Spillover Deferrals” means Compensation Deferrals credited to the Account of a Participant as a result of an election made for a Plan Year by such Participant in accordance with the terms of Section 6.1.

2.47 Subsidiary Change of Control . “Subsidiary Change of Control” means a change of control within the meaning of Treasury Regulation 1.409A-3(i)(5)(v), whereby any one person, or more than one person acting as a group, acquires ownership of stock of the corporation that, together with stock held by such person or group, constitutes more than fifty (50) percent of the total fair market value or total voting power of the stock of such corporation.

2.48 TIL . “TIL” means Tyco International Ltd., a Swiss corporation.

2.49 Tyco Ireland . “Tyco Ireland” means Tyco International Public Limited Company, an Irish company.

2.50 Unforeseeable Emergency . “Unforeseeable Emergency” means a severe financial hardship to the Participant or the Participant’s spouse, Beneficiary or dependents within the meaning of Code Section 409A(a)(2)(B)(ii) and the regulations and rulings promulgated thereunder.

2.51 Valuation Date . “Valuation Date” means February 28 for distributions paid on the Payment Date. If February 28 is not a business day on which the New York Stock Exchange is open, the Valuation Date shall be the first prior business day on which the New York Stock Exchange is open. For distributions that are paid after the Payment Date either due to the delay for specified employees set forth in Section 10.19 or due to an administrative error that is corrected within the same Plan Year, the Valuation Date shall be the date immediately prior to the date that the distributions are processed.

2.52 Year of Service . “Year of Service” means a Year of Service as determined under the RSIP.

Article 3

Administration

3.1 Plan Administrator . Subject to Section 9.5, the Plan shall be administered by the Plan Administrator, which shall have full discretionary power and authority to interpret the Plan, to prescribe, amend and rescind any rules, forms and procedures as it deems necessary or appropriate for the proper administration of the Plan and to make any other determinations, including factual determinations, and take such other actions as it deems necessary or advisable in carrying out its duties under the Plan. All decisions and determinations by the Plan Administrator shall be final and binding on the Company, Participants, Beneficiaries and any other persons having or claiming an interest hereunder.

Article 4

Eligibility for Participation

4.1 Current Eligible Employees . Any Eligible Employee who on the Effective Date (i) has a current Compensation Deferral in effect, or (ii) is entitled to a Company Credit or a

Discretionary Credit shall be deemed a Participant as of the date of such election or entitlement. An individual shall remain a Participant until that individual has received full payment of all amounts credited to the Participant’s Account. In addition, a Direct Transfer In Participant shall be a Participant upon commencing employment with the Company.

4.2 Future Employees . Any future Eligible Employee, other than Prior Eligible Employees, will be eligible to become a Participant for the first full pay period following the date on which he makes an initial election to participate (subject to any limitations set forth herein).

4.3 Prior Eligible Employees . Any Eligible Employee who incurred a Separation from Service from the Company or who elected to cancel his or her Compensation Deferral election pursuant to the reasons set forth in Section 8.7 of the Plan and who previously participated in the Plan, the SSRP or any other nonqualified deferred compensation plan maintained by the Company or any of its Affiliates will be eligible to become a Participant during the Annual Enrollment Period immediately following the Prior Eligible Employee’s date of re-employment or date of Compensation Deferral cancellation.

4.4 Employees Acquired in Mergers and Acquisitions . In the event an individual becomes an employee of the Company due to a merger or acquisition, such Employee shall not be eligible to participate in the Plan until such time that participation is approved by the Company via amendment of the Plan, corporate resolution or pursuant to the terms of the applicable purchase agreement, even if such employee is hired by the Company and would otherwise be eligible to participate in the Plan.

Article 5

Basic Deferral Participation

5.1 Election to Participate .

(a) Election Procedure . An Eligible Employee may elect, by filing an Enrollment and Payment Agreement with the Plan Administrator, a Compensation Deferral with respect to (i) Base Salary payable in a Plan Year and (ii) Bonus Compensation earned for the Fiscal Year that ends within the Plan Year and payable after the close of such Fiscal Year. Such Enrollment and Payment Agreement may be filed by such method as may be established by the Plan Administrator, including electronically. Enrollment and Payment Agreements for all such Compensation Deferrals for a Plan Year (or the Fiscal Year that ends in such Plan Year) must be filed with the Plan Administrator during the Annual Enrollment Period. An individual who first becomes an Eligible Employee in any Plan Year (other than Prior Eligible Employees) may file an initial partial-year Enrollment and Payment Agreement, no later than 30 days after first becoming an Eligible Employee, which shall be applicable to Base Salary payable for the remainder of such Plan Year (but only for pay periods following the filing of such election).

(b) Mid-Year Election for Eligible Employees . An individual who first becomes an Eligible Employee on or after December 1 of any Plan Year but prior to December 31 of such Plan Year may file an initial Enrollment and Payment Agreement, no later than such December 31, which shall be applicable to Base Salary for the next Plan Year and/or Bonus Compensation earned for the Fiscal Year that ends within the next Plan Year and payable after the close of such Fiscal Year.

(c) Administrative Error . Notwithstanding the foregoing, to the extent necessary, the Plan Administrator may permit an Administrative Error Correction.

5.2 Amount of Deferral Election . Pursuant to each Enrollment and Payment Agreement for a Plan Year a Participant shall irrevocably elect to defer as a whole percentage: (i) up to 50% of his or her Base Salary for the applicable Plan Year (or remainder of the year, as the case may be) and/or (ii) up to 100% of his or her Bonus Compensation (net of required withholding) for the applicable Fiscal Year.

5.3 Deferral Limits . The Plan Administrator may change the minimum or maximum deferral percentages from time to time. Any such limits shall be communicated by the Plan Administrator prior to the due date for the Enrollment and Payment Agreement. Amounts deferred under the Plan will not constitute compensation for any Company-sponsored qualified retirement plan.

5.4 Period of Commitment . A Participant’s Enrollment and Payment Agreement as to a Compensation Deferral shall remain in effect only for the immediately succeeding Plan or Fiscal Year (or the remainder of the current year, as applicable), unless otherwise allowed by the Plan Administrator in its sole discretion; provided, however, that nothing herein gives the Plan Administrator the authority to suspend Compensation Deferrals made pursuant to an Enrollment and Payment Agreement other than for Disability or an Unforeseeable Emergency (as determined by the Plan Administrator in accordance with Section 8.6 herein).

4.5 Vesting of Compensation Deferrals . Compensation Deferrals, and earnings credited thereon, shall be 100% vested at all times (subject to Section 10.11).

Article 6

Spillover Participation/Matching, Company and Discretionary Credits

6.1 Spillover Election . Any Eligible Employee may elect to make Spillover Deferrals for a Plan Year. Such election may be made by filing an Enrollment and Payment Agreement with the Plan Administrator during the Annual Enrollment Period. Such election shall be deemed an irrevocable commitment by such Participant to defer hereunder a percentage of his or her periodic Compensation equal to the Participant’s RSIP Election for such Plan Year, with such deferrals commencing at the time the Participant’s pre-tax RSIP contributions are suspended for the Plan Year as the result of the imposition of any limitations in Sections 401(a)(17), 402(g) or 415(c) of the Code, or any other limit imposed by the Plan, RSIP or the Plan Administrator in its sole discretion) and continuing for the remainder of the Plan Year; provided, that a Participant who elects to make Spillover Deferrals will be deemed to have made a commitment to maintain his or her RSIP Election in effect for the entire Plan Year (up to the time of such suspension) without change. Notwithstanding the foregoing, to the extent necessary, the Plan Administrator may permit an Administrative Error Correction.

6.2 Matching Credits . An Eligible Employee who has elected to make Compensation Deferrals for a Plan Year shall receive Matching Credits, equal to the Participant’s Maximum Matching Percentage multiplied by (i) the dollar amount of the Participant’s Compensation Deferrals under Section 5.1 for such Plan Year on Compensation up to the applicable annual dollar limitation set forth in Section 401(a)(17) of the Code, and (ii) the amount of Compensation for such Plan Year from which Spillover Deferrals (if any) are made under Section 6.1 (disregarding any such Compensation that exceeds the applicable annual dollar limitation set forth in Section 401(a)(17) of the Code). Matching Credits shall be credited to a Participant’s Account at such time or times as may be determined by the Plan Administrator in its sole discretion, but in no event less frequently than annually.

6.3 Company Credits . A Participant who is an Eligible Employee for purposes of this Section 6.3 for any Plan Year shall receive Company Credits for such Plan Year in an amount equal to the Participant’s Maximum Matching Percentage for such Plan Year multiplied by the Participant’s Compensation in excess of the annual dollar limitation set forth in Section 401(a)(17) of the Code for such Plan Year. Company Credits shall be credited to a Participant’s Account at such time or times as may be determined by the Plan Administrator in its sole discretion, but in no event less frequently than annually, as of the last day of a Plan Year. A Participant who has elected to make Compensation Deferrals for a Plan Year, and who receives a Company Credit for such Plan Year, shall have the portion of his Account attributable to such Company Credit, if vested, distributed as specified in his Enrollment and Payment Agreement for such Plan Year. A Participant who has not elected to make Compensation Deferrals for a Plan Year, but who receives a Company Credit for such Plan Year, shall file with the Plan Administrator an Enrollment and Payment Agreement as soon as practical (but no later than 30 days) after becoming eligible for such Company Credit, electing the timing and form of payment of the portion of the Participant’s Account attributable to such Company Credit, if vested. If such Participant does not file an Enrollment and Payment Agreement by the date specified by the Plan Administrator, he or she shall be deemed to have elected to have the portion of his Account attributable to such Company Credit paid (if vested) as an In-Service Payment in a single lump-sum in the fifth Plan Year following the Plan Year for which each such Company Credit was received. For Plan Years beginning after December 31, 2012, if such Participant does not file an Enrollment and Payment Agreement by the date specified by the Plan Administrator, he or she shall be deemed to have elected to have the portion of his Account attributable to such Company Credit earned after December 31, 2012, paid (if vested) as a Separation Payment in a single lump sum.

6.4 Discretionary Credits . A Participant who is an Eligible Employee for any Plan Year may receive a Discretionary Credit for such Plan Year. Such credit shall be in such amount as may be determined by the Company in its sole discretion, and shall be credited to the Participant’s Account at such time or times as may be determined by the Company in its sole discretion. A Participant who has elected to make Compensation Deferrals for a Plan Year, and who receives a Discretionary Credit for such Plan Year, shall have the portion of his Account attributable to such Discretionary Credit (if vested) distributed as specified in his Enrollment and Payment Agreement for such Plan Year. A Participant who has not elected to make Compensation Deferrals for a Plan Year, but who receives a Discretionary Credit for such Plan Year, shall file with the Plan Administrator an Enrollment and Payment Agreement as soon as practical (but no later than 30 days) after becoming eligible for such Discretionary Credit, electing the timing and form of payment of the portion of the Participant’s Account attributable to such Discretionary Credit (if vested). For Discretionary Credits earned prior to January 1, 2012, if such Participant does not file an Enrollment and Payment Agreement by the date specified by the Plan Administrator, he or she shall be deemed to have elected to have the portion of his Account attributable to such Discretionary Credit, paid (if vested) as an In-Service Payment in a single lump sum in the fifth Plan Year following the Plan Year for which each such Discretionary Credit was received. For Plan Years beginning after December 31, 2012, if such Participant does not file an Enrollment and Payment Agreement by the date specified by the Plan Administrator, he or she shall be deemed to have elected to have the portion of his Account attributable to such Discretionary Credit earned after December 31, 2012, for which the Participant does not have in effect an Enrollment and Payment Agreement paid (if vested) as a Separation Payment in a single lump sum.

6.5 Vesting of Matching. Company and Discretionary Credits . Except as otherwise provided below for a Direct Transfer Out Participant, the portion of a Participant’s Account attributable to Matching Credits and Company Credits shall become 100% vested upon the completion of three Years of Service (subject to Section 10.11). The portion of a Participant’s Account attributable to Matching Credits and Company Credits shall also become 100% vested (i) if

he or she Separates from Service by reason of his or her death, Disability or Retirement, or (ii) upon the occurrence of a Change of Control (other than a Subsidiary Change of Control). The portion of a Participant’s Account attributable to Discretionary Credits shall become 100% vested upon the date and/or upon the occurrence of the event(s) specified by the Company in its sole discretion (subject to Section 10.11). The portion of a Direct Transfer Out Participant’s Account attributable to Matching Contributions and Company Credits shall be 100% vested.

Article 7

Participant Account

7.1 Establishment of Account . The Plan Administrator shall establish and maintain an Account with respect to each Participant’s annual Compensation Deferrals, Matching Credits, Company Credits, and/or Discretionary Credits, as applicable. Compensation Deferrals pursuant to Section 5.1 and Spillover Deferrals pursuant to Section 6.1 shall be credited by the Plan Administrator to the Participant’s Account as soon as practicable after the date on which such Compensation would otherwise have been paid, in accordance with the Participant’s election. The Participant’s Account shall be reduced by the amount of payments made to the Participant or the Participant’s Beneficiary pursuant to the Plan, and any forfeitures.

7.2 Earnings (or Losses) on Account . Participants must designate, on an Enrollment and Payment Agreement or by such other means as may be established by the Plan Administrator, the portion of the credits to their Account that shall be allocated among the various Measurement Funds. In default of such designation, credits to a Participant’s Account shall be allocated to one or more default Measurement Funds as determined by the Plan Administrator in its sole discretion. A Participant’s Account shall be credited with all deemed earnings (or losses) generated by the Measurement Funds, as elected by the Participant, on each business day for the sole purpose of determining the amount of earnings to be credited or debited to such Account as if the designated balance of the Account had been invested in the applicable Measurement Fund. Notwithstanding that the rates of return credited to Participant’s Accounts are based upon the actual performance of the corresponding Measurement Funds, the Company shall not be obligated to invest any amount credited to a Participant’s Account under the Plan in such Measurement Funds or in any other investment funds. Upon notice to the Plan Administrator in the manner it prescribes, a Participant may reallocate the Funds to which his or her Account is deemed to be allocated.

7.3 Valuation of Account . The value of a Participant’s Account as of any date shall equal the amounts theretofore credited to such Account, including any earnings (positive or negative) deemed to be earned on such Account in accordance with Section 7.2, less the amounts theretofore deducted from such Account.

7.4 Statement of Account . The Plan Administrator shall provide or make available to each Participant (including electronically), not less frequently than quarterly, a statement in such form as the Plan Administrator deems desirable setting forth the balance standing to the credit of his or her Account.

7.5 Payments from Account . Any payment made to or on behalf of a Participant from his or her Account in an amount which is less than the entire balance of his or her Account shall be made pro rata from each of the Measurement Funds to which such Account is then allocated. If a payment is not made by the designated Payment Date under the Plan, the payment shall be made as soon as administratively practicable, but not later than December 31 of the calendar year in which the designated Payment Date occurs.

7.6 Separate Accounting . If and to the extent required for the proper administration of the vesting or payments provisions of the Plan, the Plan Administrator may segregate a Participant’s Account into sub-accounts on the books and records of the Plan, all of which subaccounts shall, together, constitute the Participant’s Account.

Article 8

Payments to Participants

8.1 Annual Election . Except as otherwise provided in Sections 6.3, 6.4, 8.3 or 8.4, any portion of the Participant’s Account attributable to his or her Compensation Deferrals, vested Matching Credits, vested Company Credits or vested Discretionary Credits for a Plan Year shall be distributed as a payment to be made or to commence following the Participant’s Separation from Service (“Separation Payment”) or as a payment to be made or to commence at a specified date, without reference to the Participant’s Separation from Service (an “In-Service Payment”). Separation Payments and In-Service Payments shall be made in one of the following methods, as elected by the Participant in the Enrollment and Payment Agreement filed with the Plan Administrator for such Plan Year: (i) one lump sum; or (ii) annual installments payable over up to fifteen years. A Separation Payment shall be made, or shall commence on the Payment Date of the year following the year in which the Participant’s Separation Date occurs. An In-Service Payment shall be made, or shall commence on the Payment Date during the payment year designated by the Participant in the applicable Enrollment and Payment Agreement, which year shall be no earlier than the fifth Plan Year following the Plan Year for which the initial filing of the Enrollment and Payment Agreement was made with respect to that In-Service Payment (provided, that if the Participant Separates from Service before the scheduled payment year for one or more In-Service Payments, such payment shall instead be made, or shall commence, on the Payment Date of the year following the year in which the Participant’s Separation Date occurs).

8.2 Change in Election . Subject to Section 10.19, a Participant may change the payment year and/or the form of an existing In-Service Payment election for a Plan Year by filing a new payment election, in the form specified by the Plan Administrator, at least 12 months prior to the original payment year (in the case of installment payments, the year of the first scheduled installment payment), provided that such new election delays the payment year by at least five years from the original payment year, and provided, further, that such change in election shall not be effective until 12 months from the date it is filed. Notwithstanding the foregoing, no change in the form of payment may accelerate In-Service Payments. No change in payment year or form of payment may be made with respect to a Separation Payment once elected. In addition, a Participant’s reemployment following the commencement of installment payments shall not cause any suspension or interruption in such installment payments.

8.3 Cash-Out Payments . Notwithstanding any election made under Section 8.1 or Section 8.2, if the total value of the Participant’s Account on the first day of the Plan Year following his or her Separation Date is $5,000 or less when combined with all “account balance plans,” as described in Section 8.10, then the Participant’s Account shall be paid to the Participant in one lump sum on the Payment Date of the year following the year in which the Participant’s Separation Date occurs.

8.4 Death or Disability Benefit . Upon the death or Disability of a Participant, the Participant or the Participant’s Beneficiary, as applicable, shall be paid the balance in his or her Account in the form of a lump sum payment, with such payment to be made within 90 days of the date of the Participant’s death or Disability. Such payment shall be in an amount equal to the value of the Participant’s Account of the last day of the calendar quarter following the Participant’s death or Disability, with the Measurement Funds being deemed to have been liquidated on that date to make the payment.

8.5 Valuation of Payments . Any lump sum benefit under Sections 8.1, 8.2 or 8.3 shall be payable in an amount equal to the value of the Participant’s Account (or relevant portion thereof) on the Valuation Date, with the Measurement Funds being deemed to have been liquidated on that date to make the payment. The first annual installment payment in a series of installment payments shall be equal to (i) the value of the Participant’s Account (or relevant portion thereof) on the Valuation Date, with the Measurement Funds being deemed to have been liquidated on that date to make the payment, divided by (ii) the number of installment payments elected by the Participant. The remaining installments shall be paid in an amount equal to (x) the value of such Account (or relevant portion thereof) on the Valuation Date, with the Measurement Funds being deemed to have been liquidated on that date to make the payment, divided by (y) the number of remaining unpaid installment payments.

8.6 Unforeseeable Emergency . In the event that the Plan Administrator, upon written request of a Participant, determines that the Participant has suffered an Unforeseeable Emergency, the Participant shall be paid from that portion of his or her Account resulting from Compensation Deferrals, within 90 days following such determination, an amount necessary to meet the Unforeseeable Emergency need, after deduction of any and all taxes as may be required pursuant to Section 8.8.

8.7 Compensation Deferral Cancellation . Notwithstanding any other provision of the Plan to the contrary, a Participant may elect to cancel his or her Compensation Deferral election due to a Disability or Unforeseeable Emergency. Following such cancellation, a Participant shall be a Prior Eligible Employee in accordance with Section 4.3 of the Plan and may elect to recommence participation in the Plan, provided that the Participant satisfies the requirements to be an Eligible Employee, on a subsequent Annual Enrollment Date in accordance with Sections 5.1 and 6.1 of the Plan.

8.8 Withholding Taxes . The Company may make such provisions and take such action as it may deem necessary or appropriate for the withholding of any taxes which the Company is required by any law or regulation of any governmental authority, whether federal, state or local, to withhold in connection with any benefits under the Plan, including, but not limited to, the withholding of appropriate sums from any amount otherwise payable to the Participant (or his or her Beneficiary). Each Participant, however, shall be responsible for the payment of all individual tax liabilities relating to any such benefits.

8.9 Effect of Payment . The full payment of the applicable benefit under this Article VIII shall completely discharge all obligations on the part of the Company to the Participant (and each Beneficiary) with respect to the operation of the Plan, and the Participant’s (and Beneficiary’s) rights under the Plan shall terminate.

7.7 Aggregation of Account Balance Plans . Pursuant to Treas. Reg. Section 1.409A- 1(c)(2), all “account balance plans,” as defined in Treas. Reg. Section 1.409A-l(c)(2)(A)(l)-(2), including the Plan, shall be treated as deferred under a single plan.

Article 9

Claims Procedures

9.1 Claim . A Participant who believes that he or she is being denied a benefit to which he or she is entitled under the Plan may file a written request for such benefit with the Plan Administrator, setting forth his or her claim for benefits.

9.2 Claim Decision . The Plan Administrator shall reply to any claim filed under Section 9.1 within 90 days of receipt, unless it determines to extend such reply period for an additional 90 days for reasonable cause. If the claim is denied in whole or in part, such reply shall include a written explanation, using language calculated to be understood by the Participant, setting forth:

(a) the specific reason or reasons for such denial;

(b) the specific reference to relevant provisions of the Plan on which such denial is based;

(c) a description of any additional material or information necessary for the Participant to perfect his or her claim and an explanation why such material or such information is necessary;

(d) appropriate information as to the steps to be taken if the Participant wishes to submit the claim for review;

(e) the time limits for requesting a review under Section 9.3 and for review under Section 9.4 hereof; and

(f) the Participant’s right to bring an action for benefits under Section 502 of ERISA.

9.3 Request for Review . Within 60 days after the receipt by the Participant of the written explanation described above, the Participant may request in writing that the Plan Administrator review its determination. The Participant or his or her duly authorized representative may, but need not, review the relevant documents and submit issues and comment in writing for consideration by the Plan Administrator. If the Participant does not request a review of the initial determination within such 60-day period, the Participant shall be barred and estopped from challenging the determination.

9.4 Review of Decision . After considering all materials presented by the Participant, the Plan Administrator will render a written decision, setting forth the specific reasons for the decision and containing specific references to the relevant provisions of the Plan on which the decision is based. The decision on review shall normally be made within 60 days after the Plan Administrator’s receipt of the Participant’s claim or request. If an extension of time is required for a hearing or other special circumstances, the Participant shall be notified and the time limit shall be 120 days. The decision shall be in writing and shall state the reasons and the relevant Plan provisions and the Participant’s right to bring an action for benefits under Section 502 of ERISA. All decisions on review shall be final and shall bind all parties concerned.

7.8 Special Appeals Committee . Notwithstanding the above, any claim, or appeal of a claim denial, under the Plan or any predecessor plan that falls within the scope of the resolution adopted by the Tyco International (US) Inc. Board of Directors on December 8, 2003 creating a committee (the “Special Appeals Committee”) with respect to benefit claims and appeals by certain former executives (“Named Executives”) as contemplated therein shall be handled by the Special Appeals Committee under and in accordance with the procedures adopted by the Special Appeals Committee, which procedures shall be incorporated by reference herein. In connection therewith, the Special Appeals Committee shall have full discretionary power and authority to interpret the Plan or any predecessor plan, to prescribe, amend and rescind any rules, forms and procedures as it deems necessary or appropriate for the proper administration of the Plan or any predecessor plan and to make any other determinations, including factual determinations, and take such other actions as it

deems necessary or advisable in carrying out its duties under the Plan or any predecessor plan with respect to the Named Executives. All decisions and determinations by the Special Appeals Committee shall be final and binding on the Company, the Named Executives, their Beneficiaries and any other persons having or claiming an interest hereunder by or through them.

Article 10

Miscellaneous

10.1 Protective Provisions . Each Participant and Beneficiary shall cooperate with the Plan Administrator by furnishing any and all information requested by the Plan Administrator in order to facilitate the payment of benefits hereunder. If a Participant or Beneficiary refuses to cooperate with the Plan Administrator, the Company shall have no further obligation to the Participant or Beneficiary under the Plan, other than payment of the then-current balance of the Participant’s Accounts in accordance with prior elections and subject to Section 10.11.

10.2 Inability to Locate Participant or Beneficiary . In the event that the Plan Administrator is unable to locate a Participant or Beneficiary within two years following the date the Participant was to commence receiving payment, the entire amount allocated to the Participant’s Account shall be forfeited. If, after such forfeiture, the Participant or Beneficiary later claims such benefit, such benefit shall be reinstated without interest or earnings from the date payment was to commence pursuant to Article VIII.

10.3 Designation of Beneficiary . Each Participant may designate in writing a Beneficiary or Beneficiaries (which Beneficiary may be an entity other than a natural person if approved by the Committee in its sole discretion) to receive any payments which may be made under the Plan following the Participant’s death. No Beneficiary designation shall become effective until it is in writing and it is filed with the Plan Administrator. A Beneficiary designation under the Plan may be separate from all other retirement-type plans sponsored by the Company. Such designation may be changed or canceled by the Participant at any time without the consent of any such Beneficiary. Any such designation, change or cancellation must be made in a form approved by the Plan Administrator and shall not be effective until received by the Plan Administrator, or its designee. If no Beneficiary has been named, or the designated Beneficiary or Beneficiaries shall have predeceased the Participant, the Beneficiary shall be the Participant’s estate. If a Participant designates more than one Beneficiary, the interests of such Beneficiaries shall be paid in equal shares, unless the Participant has specifically designated otherwise.

10.4 No Contract of Employment . Neither the establishment of the Plan, nor any modification thereof, nor the creation of any fund, trust or account, nor the payment of any benefits shall be construed as giving any Participant or any person whosoever, the right to be retained in the service of the Company, and all Participants and other employees shall remain subject to discharge to the same extent as if the Plan had never been adopted.

10.5 No Limitation on Company Actions . Nothing contained in the Plan shall be construed to prevent the Company from taking any action which is deemed by it to be appropriate or in its best interest. No Participant, Beneficiary, or other person shall have any claim against the Company as a result of such action.

10.6 Obligations to Company . If a Participant becomes entitled to payment of benefits under the Plan, and if at such time the Participant has any outstanding debt, obligation, or other liability representing an amount owing to the Company, then the Company may offset such amount owed to it against the amount of benefits otherwise distributed; provided, however, that such deductions cannot exceed $5,000 in the aggregate.

10.7 No Liability for Action or Omission . Neither the Company nor any director, officer or employee of the Company shall be responsible or liable in any manner to any Participant, Beneficiary or any person claiming through them for any benefit or action taken or omitted in connection with the granting of benefits, the continuation of benefits, or the interpretation and administration of Plan.

10.8 Nonalienation of Benefits . Except as otherwise specifically provided herein, all amounts payable hereunder shall be paid only to the person or persons designated by the Plan and not to any other person or corporation. No part of a Participant’s Account shall be liable for the debts, contracts, or engagements of any Participant, his or her Beneficiary, or successors in interest, nor shall such accounts of a Participant be subject to execution by levy, attachment, or garnishment or by any other legal or equitable proceeding, nor shall any such person have any right to alienate, anticipate, commute, pledge, encumber, or assign any benefits or payments hereunder in any manner whatsoever. If any Participant, Beneficiary or successor in interest is adjudicated bankrupt or purports to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge any payment from the Plan, voluntarily or involuntarily, the Plan Administrator, in its discretion, may cancel such payment (or any part thereof) to or for the benefit of such Participant, Beneficiary or successor in interest in such manner as the Plan Administrator shall direct. Notwithstanding the foregoing, all or a portion of a Participant’s Account may be awarded to an “alternate payee” (within the meaning of Section 206(d)(3)(K) of ERISA) if and to the extent so provided in a judgment, decree or order that, in the Committee’s sole discretion, would meet the applicable requirements for qualification as a “qualified domestic relations order” (within the meaning of Section 206(d)(3)(B)(i) of ERISA) if the Plan were subject to the provisions of Section 206(d) of ERISA. Such amounts shall be payable to the alternate payee in the form of a lump sum distribution and shall be paid within ninety (90) days following the Plan Administrator’s determination that the order satisfies the requirements to be a “qualified domestic relations order.”

10.9 Liability for Benefit Payments . The obligation to pay or provide for payment of a benefit hereunder to any Participant or his or her Beneficiary shall, at all times, be the sole and exclusive liability and responsibility of the Company that employed the Participant immediately prior to the event giving rise to a payment obligation (the “Responsible Company”). No other Company or parent, affiliated, subsidiary or associated company shall be liable or responsible for such payment, and nothing in the Plan shall be construed as creating or imposing any joint or shared liability for any such payment (other than Tyco Ireland guarantee set forth in Section 10.10 below). The fact that a Company or a parent, affiliated, subsidiary or associated company other than the Responsible Company actually makes one or more payments to a Participant or his Beneficiary shall not be deemed a waiver of this provision; rather, any such payment shall be deemed to have been made on behalf of and for the account of the Responsible Company.

10.10 Tyco Ireland Guarantee . Tyco Ireland guarantees the payment by the Responsible Company of any benefits provided for or contemplated under the Plan which either (i) the Responsible Company concedes are due and owing to a Participant or Beneficiary or (ii) are finally determined to be due and owing to a Participant or Beneficiary, but which in either case the Responsible Company fails to pay.

10.11 Unfunded Status of Plan , the Plan is intended to constitute an “unfunded” deferred and supplemental retirement compensation plan for Participants, with all benefits payable hereunder constituting an unfunded contractual payment obligation of the Company. Nothing contained in the Plan, and no action taken pursuant to the Plan, shall create or be construed to create a trust of any

kind. The Company shall reflect on its books the Participants’ interests hereunder, but no Participant or any other person shall under any circumstances acquire any property interest in any specific assets of the Company. Nothing contained in the Plan and no action taken pursuant hereto shall create or be construed to create a fiduciary relationship between the Company and any Participant or other person. A Participant’s right to receive payments under the Plan shall be no greater than the right of an unsecured general creditor of the Company. Except to the extent that the Company determines that a “rabbi” trust may be established in connection with the Plan, all payments shall be made from the general funds of the Company, and no special or separate fund shall be established and no segregation of assets shall be made to assure payment. The Company’s obligations under the Plan are not assignable or transferable except to (i) any corporation or partnership which acquires all or substantially all of the Company’s assets or (ii) any corporation or partnership into which the Company may be merged or consolidated. The provisions of the Plan shall inure to the benefit of each Participant and the Participant’s Beneficiaries, heirs, executors, administrators or successors in interest.

10.12 Forfeiture for Cause . Notwithstanding any other provision of the Plan, if a Participant Separates from Service for Cause, or if the Plan Administrator determines that a Participant Separates from Service for any other reason had engaged in conduct prior to his or her separation which would have constituted Cause, then the Plan Administrator may determine in its sole discretion that such Participant’s Account under the Plan shall be forfeited and shall not be payable hereunder.

10.13 Governing Law , the Plan shall be construed in accordance with and governed by the laws of the State of New York to the extent not superseded by federal law, without reference to the principles of conflict of laws.

10.14 Severability of Provisions . If any provision of the Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions had not been included.

10.15 Headings and Captions . The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan.

10.16 Gender. Singular and Plural . All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, or neuter, as the identity of the person or persons may require. As the context may require, the singular may read as the plural and the plural as the singular.

10.17 Notice . Any notice or filing required or permitted to be given to the Plan Administrator under the Plan shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to the Plan Administrator, Tyco Supplemental Savings and Retirement Plan, c/o Tyco HR Benefits, Tyco International, 6600 Congress Avenue Road, Boca Raton, FL 33487, or to such other person or entity as the Plan Administrator may designate from time to time. Such notice shall be deemed given as to the date of delivery, or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

10.18 Amendment and Termination , the Plan may be amended, suspended, or terminated at any time by Tyco International Management Company (in whole or in part) in its sole discretion; provided, however, that no such amendment, suspension or termination shall result in any reduction in the value of a Participant’s Account determined as of the effective date of such amendment. In addition, the Plan, and/or the terms of any election made hereunder, may be amended at any time and in any respect by Tyco International Management Company to the extent recommended by counsel in order to conform to the requirements of Code Section 409A and regulations thereunder or to maintain the tax-qualified status of the RSIP. In the event of any suspension or termination of the Plan (or any

portion thereof), payment of Participants’ Accounts shall be made under and in accordance with the terms of the Plan and the applicable elections (except that the Plan Administrator may determine, in its sole discretion, to accelerate payments to all Participants if and to the extent that such acceleration is permitted under Code Section 409A and regulations thereunder).

10.19 Delay of Payment for Specified Employees . Notwithstanding any provision of the Plan to the contrary, in the case of any Participant who is a “specified employee” as of the date of such Participant’s Separation from Service within the meaning of Code Section 409A and the regulations and rulings promulgated thereunder, no distribution under the Plan may be made, or may commence, before the date which is six months after the date of such Participant’s Separation from Service (or, if earlier, the date of the Participant’s death).

Exhibit A

TYCO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

FROZEN AS OF DECEMBER 31, 2004

Exhibit B

TYCO SUPPLEMENTAL SAVINGS AND RETIREMENT PLAN

AMENDED AND RESTATED AS OF JANUARY 1, 2005

Exhibit C

TYCO DEFERRED COMPENSATION PLAN

EFFECTIVE APRIL 1, 1994, AS AMENDED THROUGH MAY 2003

Exhibit D

Participants and Beneficiaries under the Plan

Spun Off to ADT LLC


JUNE		ADAMS
SUSAN M.		ADOMAITIS
STEVE B.		BAKER
CONNIE W.		BENTON
MARK		BIRCHMEIER
N. D.		BLEISCH
DONALD A.		BOEREMA
THERESA H.		BOYLL
CHRISTOPHER P.		BRADFORD
TIMOTHY		BREEDEN
KATERI T.		BRUNELL
MICHAEL W.		BURTON
KENNETH		COMEFORO
FRANK A.		CONA
WILLIAM		CONNER
DOUGLAS W.		CUELLAR
JOHN R.		CURLEW
GREGORY		DALY
ROBERT		DEGENNARO
MATTHEW S.		ECKERT
GEORGIA		EDDLEMAN LITTLE
MARKN		EDOFF
DAVID L		EDWARDS
DAVID H		EPSTEIN
GREGORY P.		FARRELL
MAGIN A.		FAXAS
MOSTAFA		FAZELI
DONNA P.		FENCHEL
JOHN T.		FISHER
CHARLES W.		FISHER
JAMES		FORBES
THOMAS M.		GALLAGHER
DANIEL A.		GARRIDO
VERA I.		GAVRILOVICH
DANIEL J.		GEIGER
RAMON N.		GENEMARAS
RICHARD W.		GIBSON
JOHN		GORDON
TIMOTHY D.		GRADY


ANITA		GRAHAM
STEPHEN		GRIBBON
FURNEY J.		GRIFFIN
MARK		GRUSH
NAREN		GURSAHANEY
CYNTHIA		HAEGLEY
TIM P.		HARRIGAN
DYWANDA E.		IDLEBIRD
LEED.		JACKSON
SCOTT W.		JOHNSON
JO ANN L.		JOHNSON
JOHND.		KELLER
JOHN C.		KENNING
MICHELE		KIRSE
WARREN D.		KNAPP
JOHN		KOCH
BRYAN E.		KRAMER
HOLLY D.		KRIENDLER
MARTIN E.		LEVENSON
EUGENE A.		LEYBA
HANNAH		LIM
LUKA		LOJK
JOHN A.		LONG
LEWIS P.		LONG
PHILIP		LUCCARELLI
SHAWN L.		LUCHT
RACHEL M.		LUEHRMANN
JACQUELINE T.		LUU
SEAN P.		MAGEE
FRANK A.		MAGYAR
TERENCE D.		MAHONEY
GEORGE A.		MANGINELLI
BRUCE J.		MAYCOCK
EDWARD F.		MCDONOUGH
TIMOTHY		MCKINNEY
LAWRENCE J.		MOSNER
LEE		MUCHNIKOFF
TERESITA M.		MUNOZ
THOMAS S.		NAKATANI
DAVIDA Y.		NELUMS
EDWARD		NOLLINGER
JOSEPH J.		O’CONNELL
TAMMIE		O’NEIL HILEND
ANGELO S.		PAGNOTTI
JULIE		PERKINSON-CARPENTER
HOWARD		PERLMAN
JOHN F.		PERRONE
JOHN M.		PICHOLA
THERESA E.		PIROLI
KENNETH M.		POPE
GREGORY S.		POPKIN
KENNETH J.		PORPORA


DANIEL A.		POWELL
EDWARD		PUZIO
ROBERT J.		RAYMOND
RONALD C.		RAYNER
ROBERT A.		RIGGS
THOMAS G.		RILEY
E. J.		ROBERTSON
ROSALIE P.		ROBINSON
MAYRA		ROBSON
DONALD		RORY
MICHAEL W.		RYAN
STEVEN C.		SHAPIRO
TIMOTHY B.		SHAY
JOSEPH		SHEEHAN
SUSAN		SLATER
DAVID K.		SMILEY
ANDREW N.		SMITH
JEFFERY T.		SMITH
RAYMOND V.		STATIS
JOHN		STRADE
KEITH		SWINIARSKI
RUSSELL F.		TATE
JON M.		TAYLOR
JACKIE W.		TEEL
LOAN M.		TON
THEODORE A.		TORRANCE
JOSE		TORRES
DEBORAH		TSAI MUNSTER
RAVI		TULSYAN
MICHAEL D.		VARTANIAN
JEFF A.		WARD
JOHN P.		WEN RICH
DEBORAH A.		WILSON
PAUL D.		WOODBURY
MICHAEL		WOODROW
BERNARD I.		WORST
DENNIS R.		YANEK
ROBERT L.		YORK
YASMINE		ZYNE

Exhibit E

Participants and Beneficiaries under the Plan

Spun Off to Tyco Valves & Controls, Inc.


JENNIFER		ALBERT
MICHAEL ALLAN		ALLENSPACH
TIMOTHY J.		ANDERSON
GREGORY W.		ANDREWS
ELIZABETH K.		ARNOLD
WILLIAM J.		ATKINS
TEDM.		AUNE
MARSHALL E.		AURNOU
PAUL N.		BECKER
JAMES F.		BERES
STEVE J.		BREWER
JOSEPH G.		BRICK
RONALD W.		BUCKLEY
MARK J.		BURRISS
CHRISTOPHER M.		BUXTON
GARY G.		CACCIATORE
MARKE.		CAMPISI
MICHAEL J.		CANDELA
FRANCO		CHAKKALAKAL
DONALD E.		CHAMPION
ERICA.		CHRISTENSEN
WILLIAM K.		CLIFFORD
WILLIAM L.		COLLIER
WILLIAM H.		DAUGHERTY
PATRICK K.		DECKER
ANTHONY A.		DEGREGORIO
KEVIN P.		DIAZ
PASQUALE J.		D’ORSI
DANIEL S.		DORSKY
PETER RICHARD		DUMONT
DAVID		DUNBAR
RITA		DUNCAN
LARRY M.		EDWARDS
JAMES		EGAN
JOHNNY W.		ELLIS
KIMBERLEY A.		ERWIN
RANDALL P.		FACH
BRADLEY		FAULCONER
JAMES R.		FINLEY


DAVID S.		FRANCIS
JOSEPH S.		FRIEDMAN
KEVIN J.		FRIEL
DAVE L.		GAMBETTA
WAYNE EDWARD		GAN
CHAD		GAUTREAU
FRANK J.		GILHOOLY
DALE A.		GOLDEN
RICHARD A.		GRAHAM
KEVIN		GRATKOWSKI
ROBERT.		GUERCIO
PETER J.		GUYMER
KEVIN		HACKETT
GARY J.		HAIRE
S ELWOOD		HALTERMAN
MICHAEL P.		HANKS
JAMES D.		HARPER
J. SCOTT		HAZELBAKER
JOEL		HEBERT
DAVID J.		HICKEY
HECTOR M.		HINOJOSA
DAVID L.		HUGHES
ARTHUR P.		HUI
EDMUND R.		IZZI
BRENT M.		JACKSON
ROSANNE		JACUZZI
JEFFREY P.		JENSEN
STEVEN F.		JENSEN
DONALD H.		JOHNSON
MORRIS H.		JOHNSON
DOUGLAS F.		JONES
JORG H.		KASPAREK
FRANK E.		KIOLBASSA
CATHERINE		KONG
BRIAN S.		LARKIN
DANT J.		LASATER
MARTIN B.		LEE
GEORGE A.		LEMOS
LIAN		LI
SHERRY Y.		LONG
LAURA A.		LONSDALE
RODOLFO		LOPEZ
JEREMY P.		LOVE
RICHARD E.		LUNDGREN
MICHAEL C.		LUTOLF
PATRICIA		MACH
ROBERT F.		MAHON
IQBAL		MALHOTRA
JOSE		MARTIN-DAVILA
MICHAEL		MASIA
GARY D.		MAUSNER
JOHN R.		MAYER


MARKS.		MCCOLLISTER
KENNETH F.		MCCOY
MICHAEL A.		MCGEEVER
CATHERINE A.		MCINTOSH
BRIAN A.		MCLELLAND
GREGORY		MCQUEEN
JEFFREY T.		MEGNA
DAVID B.		MEGNA
STEVEN B.		MESARICK
LEO		MINERVINI
KAREN C.		MINYARD
ALBERT G.		MORALES
ROBERT E.		MORIN
THOMAS R.		MULLINS
DIANE		MYONG
MAUREEN		NASH
FRED M.		NOBLETT
DONALD C.		NOLTE
RAMESH		NUGGIHALLI
KEVIN M.		O’NEAL
STEPHEN J.		O’NEILL
CHRISTOPHER R.		OSTER
QING		PAN
DAVID A.		PARADIS
JIMMY NEIL		PARKS
JIMMY JACK		PARKS
DAVID G.		PARMAN
CHRISTOPHE		PATTYN
LORETTA S.		PELAN
THOMAS C.		PICKETT
CECIL V.		QUICK
DANIEL D.		QUINTERO
JAMES A.		REDMOND
SHERYL L.		ROBERTS UPDIKE
DAVID E.		ROECKS
MICHAEL		ROMANO
ED 0.		ROSS
GUSTAVO		SALDARRIAGA
RICHARD		SANTUCCI
MICHAEL		SHANNON
KENNETH M.		SHELL
THOMAS T.		SHIPP
MARKM.		SMITH
CHRISTOPHER		STEVENS
WILLIAM F.		STREJC
JEFFREY H.		STROUD
KANNAN K.		SUNDARAM
KEVIN		TEAGUE
DAVID G.		THIBAULT
PAUL		THOMAS
STANLEY DAVID		THOMAS
JAMES C.		THOMPSON


CHRISTOPHER		TONCHEFF
MATTHEW		TOWNE
GARY G.		TROST
JAMES E.		TRZCINSKI
MAXIMO		ULLOA
SALVATORE M.		VACCARO
JOHN D		WARD
ROBERT S.		WASLEY
LAURENCE M.		WELSH
JAMES A.		WEST
JAMES A.		WEST
LARRY J.		WHITE
ROBERT B.		WHYTE
PETER D.		WIJERATNE
WAYNE A.		WILLIAMS
DAVID M.		WIRTH
TRACY		WODSKOW
JOSEPH G.		YOUNG
ERICK J.		ZIMMER

Exhibit 10.6

TYCO INTERNATIONAL

CHANGE IN CONTROL SEVERANCE PLAN FOR CERTAIN

U.S. OFFICERS AND EXECUTIVES

Amended and Restated as of November 17, 2014


ARTICLE I	BACKGROUND, PURPOSE AND TERM OF PLAN	1

Section 1.01	Purpose of the Plan	1
Section 1.02	Term of the Plan	1
Section 1.03	Compliance with Code Section 409A	1

ARTICLE II	DEFINITIONS	2

Section 2.01	“Annual Bonus”	2
Section 2.02	“Base Salary”	2
Section 2.03	“Board”	2
Section 2.04	“Cause”	2
Section 2.05	“Change in Control”	2
Section 2.06	“Change in Control Termination”	3
Section 2.07	“COBRA”	3
Section 2.08	“Code”	3
Section 2.09	“Committee”	3
Section 2.10	“Company”	3
Section 2.11	“Effective Date”	3
Section 2.12	“Eligible Employee”	3
Section 2.13	“Employee”	3
Section 2.14	“Employer”	3
Section 2.15	“ERISA”	3
Section 2.16	“Exchange Act”	3
Section 2.17	“Executive Severance Plan”	3
Section 2.18	“Good Reason Resignation”	3
Section 2.19	“Involuntary Termination”	4
Section 2.20	“Key Employee”	4
Section 2.21	“Notice Pay”	4
Section 2.22	“Officer”	4
Section 2.23	“Participant”	4
Section 2.24	“Permanent Disability”	4
Section 2.25	“Plan”	4
Section 2.26	“Plan Administrator”	5
Section 2.27	“Postponement Period”	5
Section 2.28	“Potential Change in Control”	5
Section 2.29	“Release”	5
Section 2.30	“Separation from Service”	5
Section 2.31	“Separation from Service Date”	5
Section 2.32	“Service”	5
Section 2.33	“Severance Benefits”	6
Section 2.34	“Severance Period”	6
Section 2.35	“Subsidiary”	6
Section 2.36	“Successor”	6
Section 2.37	“Voluntary Resignation”	6

ARTICLE III	PARTICIPATION AND ELIGIBILITY FOR BENEFITS	7

Section 3.01	Participation	7
Section 3.02	Conditions	7

ARTICLE IV	DETERMINATION OF SEVERANCE BENEFITS	9


Section 4.01	Amount of Severance Benefits Upon Involuntary Termination and Good Reason Resignation	9
Section 4.02	Voluntary Resignation; Termination Due to Death or Permanent Disability	10
Section 4.03	Termination for Cause	10
Section 4.04	Reduction of Severance Benefits	11
Section 4.05	Non-Duplication of Benefits	11

ARTICLE V	METHOD, DURATION AND LIMITATION OF SEVERANCE BENEFIT PAYMENTS	12

Section 5.01	Method of Payment	12
Section 5.02	Other Arrangements	12
Section 5.03	Code Section 409A	12
Section 5.04	Termination of Eligibility for Benefits	13
Section 5.05	Limitation on Benefits	13

ARTICLE VI	CONFIDENTIALITY AND NON-DISPARAGEMENT	15

Section 6.01	Confidential Information	15
Section 6.02	Non-Disparagement	15
Section 6.03	Reasonableness	15
Section 6.04	Equitable Relief	15
Section 6.05	Survival of Provisions	16

ARTICLE VII	THE PLAN ADMINISTRATOR	17

Section 7.01	Authority and Duties	17
Section 7.02	Compensation of the Plan Administrator	17
Section 7.03	Records, Reporting and Disclosure	17

ARTICLE VIII	AMENDMENT, TERMINATION AND DURATION	18

Section 8.01	Amendment, Suspension and Termination	18
Section 8.02	Duration	18

ARTICLE IX	DUTIES OF THE COMPANY AND THE COMMITTEE	19

Section 9.01	Records	19
Section 9.02	Payment	19
Section 9.03	Discretion	19

ARTICLE X	CLAIMS PROCEDURES	20

Section 10.01	Claim	20
Section 10.02	Initial Claim	20
Section 10.03	Appeals of Denied Administrative Claims	20
Section 10.04	Appointment of the Named Appeals Fiduciary	21
Section 10.05	Arbitration; Expenses	21

ARTICLE XI	MISCELLANEOUS	22

Section 11.01	Nonalienation of Benefits	22
Section 11.02	Notices	22
Section 11.03	Successors	22
Section 11.04	Other Payments	22
Section 11.05	No Mitigation	22
Section 11.06	No Contract of Employment	22
Section 11.07	Severability of Provisions	22


Section 11.08	Heirs, Assigns, and Personal Representatives	22
Section 11.09	Headings and Captions	22
Section 11.10	Gender and Number	22
Section 11.11	Unfunded Plan	22
Section 11.12	Payments to Incompetent Persons	23
Section 11.13	Lost Payees	23
Section 11.14	Controlling Law	23

SCHEDULE A	SEVERANCE BENEFITS SALARY REPLACEMENT AND ANNUAL BONUS	A-1

iii

ARTICLE I

BACKGROUND, PURPOSE AND TERM OF PLAN

Section 1.01 Purpose of the Plan . The purpose of the Plan is to provide Eligible Employees with certain compensation and benefits as set forth in the Plan in the event the Eligible Employee’s employment with the Company or a Subsidiary is terminated due to a Change in Control Termination. The Plan is not intended to be an “employee pension benefit plan” or “pension plan” within the meaning of Section 3(2) of ERISA. Rather, this Plan is intended to be a “welfare benefit plan” within the meaning of Section 3(1) of ERISA and to meet the descriptive requirements of a plan constituting a “severance pay plan” within the meaning of regulations published by the Secretary of Labor at Title 29, Code of Federal Regulations, section 2510.3-2(b). Accordingly, the benefits paid by the Plan are not deferred compensation and no employee shall have a vested right to such benefits.

Section 1.02 Term of the Plan . The Plan shall generally be effective as of the Effective Date, but subject to amendment from time to time in accordance with Section 8.01. The Plan shall continue until terminated pursuant to Article VIII of the Plan.

Section 1.03 Compliance with Code Section 409A . The terms of this Plan are intended to, and shall be interpreted so as to, comply in all respects with the provisions of Code Section 409A and the regulations and rulings promulgated thereunder.

ARTICLE II

DEFINITIONS

Section 2.01 “ Annual Bonus ” shall mean 100% of the Participant’s target annual bonus.

Section 2.02 “ Base Salary ” shall mean the annual base salary in effect as of the Participant’s Separation from Service Date.

Section 2.03 “ Board ” shall mean the Board of Directors of the Company, or any successor thereto, or a committee thereof specifically designated for purposes of making determinations hereunder.

Section 2.04 “ Cause ” shall mean an Employee’s (i) substantial failure or refusal to perform duties and responsibilities of his or her job as required by the Company, (ii) material violation of any fiduciary duty owed to the Company, (iii) conviction of, or entry of a plea of nolo contendere with respect to, a felony, (iv) conviction of, or entry of a plea of nolo contendere with respect to, a misdemeanor which involves dishonesty, fraud or morally repugnant behavior, (v) dishonesty, (vi) theft, (vii) violation of Company rules or policy, or (viii) other egregious or morally repugnant conduct that has, or could have, a serious and detrimental impact on the Company and its employees. The Plan Administrator, in its sole and absolute discretion, shall determine Cause.

Section 2.05 “ Change in Control ” shall mean any of the following events:

(i) any “person” (as defined in Section 13(d) and 14(d) of the Exchange Act, excluding for this purpose, (i) the Company or any subsidiary company (wherever incorporated) of the Company as defined by the law of the Company’s place of incorporation or (ii) any employee benefit plan (or related trust) sponsored or maintained by the Company or any such subsidiary company , is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly of securities of the Company representing more than 30 percent of the combined voting power of the Company’s then outstanding securities; provided, however, that no Change in Control will be deemed to have occurred as a result of a change in ownership percentage resulting solely from an acquisition of securities by the Company;

(ii) persons who, as of the Effective Date, constitute the Board (the “Incumbent Directors”) cease for any reason (including without limitation, as a result of a tender offer, proxy contest, merger or similar transaction) to constitute at least a majority thereof, provided that any person becoming a Director of the Company subsequent to the Effective Date shall be considered an Incumbent Director if such person’s election or nomination for election was approved by a vote of at least 50 percent of the Incumbent Directors; but provided further, that any such person whose initial assumption of office is in connection with an actual or threatened proxy contest relating to the election of members of the Board or other actual or threatened solicitation of proxies or consents by or on behalf of a “person” (as defined in Section 13(d) and 14(d) of the Exchange Act) other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director;

(iii) consummation of a reorganization, merger or consolidation or sale or other disposition of at least 80 percent of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of outstanding voting securities of the Company immediately prior to such Business Combination beneficially own directly or indirectly more than 50 percent of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the company resulting from such Business Combination (including, without limitation, a company which, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiary companies (wherever incorporated) of the Company as defined by the law of the Company’s place of incorporation in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding voting securities of the Company; or

(iv) approval by the Shareholders of the Company of a complete liquidation or dissolution of the Company.

Section 2.06 “ Change in Control Termination ” shall mean a Participant’s Involuntary Termination or Good Reason Resignation that occurs during the period beginning 60 days prior to the date of a Change in Control and ending two years after the date of such Change in Control.

Section 2.07 “ COBRA ” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the regulations promulgated thereunder.

Section 2.08 “ Code ” shall mean the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

Section 2.09 “ Committee ” shall mean the Compensation and Human Resources Committee of the Board or such other committee appointed by the Board to assist the Company in making determinations required under the Plan in accordance with its terms. The “Committee” may delegate its authority under the Plan to an individual or another committee.

Section 2.10 “ Company ” shall mean Tyco International Public Limited Company. Unless it is otherwise clear from the context, Company shall generally include participating Subsidiaries.

Section 2.11 “ Effective Date ” shall mean November 17, 2014.

Section 2.12 “ Eligible Employee ” shall mean an Employee employed in the United States who is designated within one of the employee classification categories specified on Schedule A; provided that the employee classification “Select Other Band 1 – 3” shall consist of Employees who are specifically identified by the Committee (or its designee) from time to time. If there is any question as to whether an Employee is deemed an Eligible Employee for purposes of the Plan, the Plan Administrator shall make the determination.

Section 2.13 “ Employee ” shall mean an individual employed by an Employer as a common law employee on the United States payroll of Tyco International Public Limited Company or a Subsidiary, and shall not include any person working for the Company through a temporary service or on a leased basis or who is hired by the Company as an independent contractor, consultant, or otherwise as a person who is not an employee for purposes of withholding federal employment taxes, as evidenced by payroll records or a written agreement with the individual, regardless of any contrary governmental or judicial determination or holding relating to such status or tax withholding.

Section 2.14 “ Employer ” shall mean the Company or any Subsidiary with respect to which this Plan has been adopted.

Section 2.15 “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

Section 2.16 “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder.

Section 2.17 “ Executive Severance Plan ” shall mean the Tyco International Severance Plan for U.S. Officers and Executives, which plan is superseded by this Plan in the event of any Participant’s Change in Control Termination.

Section 2.18 “ Good Reason Resignation ” shall mean any retirement or termination of employment by a Participant that is not initiated by the Company or any Subsidiary and that is caused by any one or more of the following events which occurs during the period beginning 60 days prior to the date of a Change in Control and ending two years after the date of such Change in Control:

(i) Without the Participant’s written consent, assignment to the Participant of any duties inconsistent in any material respect with the Participant’s authority, duties or responsibilities as in effect immediately prior to the Change in Control which represent a diminution of such duties, or any other action by the Company which results in a material diminution in such authority, duties or responsibilities;

(ii) Without the Participant’s written consent, a material change in the geographic location at which the Participant must perform services to a location which is more than 50 miles from the Participant’s principal place of business immediately preceding the Change in Control; provided , that such change in location extends the commute of such Participant;

(iii) Without the Participant’s written consent, a material reduction to the Participant’s base compensation and benefits, taken as a whole, as in effect immediately prior to the Change in Control; or

(iv) The Company’s failure to obtain a satisfactory agreement from any Successor to assume and agree to perform the Company’s obligations to the Participant under this Plan, as contemplated in Section 11.03 herein.

Notwithstanding the foregoing, the Participant shall be considered to have a Good Reason Resignation only if the Participant provides written notice to the Company specifying in reasonable detail the events or conditions upon which the Participant is basing such Good Reason Resignation and the Participant provides such notice within 90 days after the event that gives rise to the Good Reason Resignation. Within 30 days after notice has been received, the Company shall have the opportunity, but shall have no obligation, to cure such events or conditions that give rise to the Good Reason Resignation. If the Company does not cure such events or conditions within the 30-day period, the Participant may terminate employment with the Company based on Good Reason Resignation within 30 days after the expiration of the cure period.

Section 2.19 “ Involuntary Termination ” shall mean the date that a Participant involuntarily separates from service with the Company and its Affiliates within the meaning of Code Section 409A and shall not include a separation from service for Cause, Permanent Disability or death, as provided under and subject to the conditions of Article III.

Section 2.20 “ Key Employee ” shall mean an Employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code Section 409A, as determined by the Committee or its delegate. The determination of Key Employees, including the number and identity of persons considered specified employees and the identification date, shall be made by the Committee or its delegate in accordance with the provisions of Code Section 409A and the regulations promulgated thereunder.

Section 2.21 “ Notice Pay ” shall mean the amounts that a Participant is eligible to receive pursuant to Section 4.01(a) of the Plan.

Section 2.22 “ Officer ” shall mean any individual who, immediately before the Change in Control, is an officer of the Company as such term is defined pursuant to Rule 16a-1(f) as promulgated under the Exchange Act.

Section 2.23 “ Participant ” shall mean any Eligible Employee who meets the requirements of Article III and thereby becomes eligible for salary replacement and other benefits under the Plan.

Section 2.24 “ Permanent Disability ” shall mean that an Employee has a permanent and total incapacity from engaging in any employment for the Employer for physical or mental reasons. A “Permanent Disability” shall be deemed to exist if the Employee meets the requirements for disability benefits under the Employer’s long-term disability plan or under the requirements for disability benefits under the Social Security law (or similar law outside the United States, if the Employee is employed in that jurisdiction) then in effect, or if the Employee is designated with an inactive employment status at the end of a disability or medical leave.

Section 2.25 “ Plan ” means the Tyco International Change in Control Severance Plan for Certain U.S. Officers and Executives, as set forth herein, and as the same may from time to time be amended.

Section 2.26 “ Plan Administrator ” shall mean, for the period prior to a Potential Change in Control, the individual(s) appointed by the Committee to administer the terms of the Plan as set forth herein and if no individual is appointed by the Committee to serve as the Plan Administrator for the Plan, the Plan Administrator shall be the Executive Vice-President, Human Resources (or the equivalent) of the Company. In the event of the occurrence of a Potential Change in Control, the Executive Vice-President, Human Resources (or the equivalent) shall appoint a person or entity independent of the Company and any person operating under the Company’s control or on its behalf to serve as Plan Administrator (and such person or entity shall be the Plan Administrator for all purposes after such appointment), and such appointment shall take effect and become irrevocable as of the date of said appointment (provided that such appointment shall be revocable if a Change in Control does not occur and the Potential Change in Control expires in accordance with Section 2.26(y)). For periods prior to a Potential Change in Control, the Plan Administrator may delegate all or any portion of its authority under the Plan to any other person(s).

Section 2.27 “ Postponement Period ” shall mean, for a Key Employee, the period of six months after the Key Employee’s Separation from Service Date (or such other period as may be required by Code Section 409A) during which deferred compensation may not be paid to the Key Employee under Code Section 409A.

Section 2.28 “ Potential Change in Control ” shall mean the occurrence and continuation of any of the following: (a) any “person” (as defined in Section 13(d) and 14(d) of the Exchange Act), excluding for this purpose, (i) the Company or any subsidiary company (wherever incorporated) of the Company as defined by the law of the Company’s place of incorporation , or (ii) any employee benefit plan of the Company (or related trust) sponsored or maintained by the Company or any such subsidiary company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly of securities of the Company representing more than 5 percent of the combined voting power of the Company’s then outstanding securities unless such Person has reported or is required to report such ownership on Schedule 13G under the Exchange Act (or any comparable or successor report) or on Schedule 13D under the Exchange Act (or any comparable or successor report), which Schedule 13D does not state any intention to or reserve the right to control or influence the management or policies of the Company or engage in any of the actions specified in Item 4 of such Schedule (other than the disposition of the ordinary shares) so long as such Person neither reports nor is required to report such ownership other than as described in this paragraph; provided, however, that a Potential Change in Control will not be deemed to have occurred as a result of a change in ownership percentage resulting solely from an acquisition of securities by the Company, (b) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control, (c) any “person” (as defined in subsection(a)) publicly announces an intention to take or to consider taking actions which, if consummated, would constitute or result in a Change in Control, (d) any person (as defined in subsection (a)) commences a solicitation (as defined in Rule 14a-1 of the Exchange Act) of proxies or consents that has the purpose of effecting or would (if successful) result in a Change in Control, (e) a tender or exchange offer for at least 30% of the outstanding voting securities of the Company, made by a “person” (as defined in subsection (a)), is first published or sent or given (within the meaning of Rule 14d-2(a) of the Exchange Act), or (f) the Board adopts a resolution to the effect that, for purposes of the Plan, a Potential Change in Control has occurred. The Potential Change in Control shall be deemed in effect until the earlier of (x) the occurrence of a Change in Control, or (y) the adoption by the Board of a resolution stating that, for purposes of the Plan, the Potential Change in Control has expired.

Section 2.29 “ Release ” shall mean the Separation of Employment Agreement and General Release, as provided by the Company.

Section 2.30 “ Separation from Service ” means “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i) and the applicable regulations and ruling promulgated thereunder.

Section 2.31 “ Separation from Service Date ” shall mean, with respect to a Participant, the date on which such Participant experiences a Separation from Service.

Section 2.32 “ Service ” shall mean the total number of years and completed months the Participant was an Employee of the Company. Service with any predecessor employer or with a Subsidiary prior to the Subsidiary’s becoming part of the Company shall be recognized only to the extent specified in the merger, acquisition or other documentation pursuant to which the Subsidiary became part of the Company. Periods of authorized leave of absence, such as military leave, will be included in Service only to the extent required by applicable law. Any period of employment with the Company, a Subsidiary, or a predecessor employer for which an Eligible Employee previously received severance benefits, shall be excluded from Service.

Section 2.33 “ Severance Benefits ” shall mean the salary and bonus replacement amounts and other benefits that a Participant is eligible to receive pursuant to Article IV of the Plan.

Section 2.34 “ Severance Period ” shall mean the period for which a Participant is entitled to receive Severance Benefits under this Plan, as set forth on Schedule A.

Section 2.35 “ Subsidiary ” shall mean (i) a subsidiary company (wherever incorporated) as defined by the law of the Company’s place of incorporation, (ii) any separately organized business unit, whether or not incorporated, of the Company, (iii) any employer that is required to be aggregated with the Company pursuant to section 414 of the Internal Revenue Code of 1986, as amended, and regulations issued thereunder, and (iv) any service recipient or employer that is within a controlled group of corporations with the Company as defined in Code Sections 1563(a)(1), (2) and (3) where the phrase “at least 50%” is substituted in each place “at least 80%” appears or is with the Company as part of a group of trades or businesses under common control as defined in Code Section 414(c) and Treas. Reg. Section 1.414(c)-2 where the phrase “at least 50%” is substituted in each place “at least 80%” appears, provided, however, that when the relevant determination is to be based upon legitimate business criteria (as described in Treas. Reg. Section 1.409A-1(b)(5)(iii)(E) and Section 1.409A-1(h)(3)), the phrase “at least 20%” shall be substituted in each place “at least 80%” appears as described above with respect to both a controlled group of corporations and trades or business under common control.

Section 2.36 “ Successor ” shall mean any corporation or unincorporated entity or group of corporations or unincorporated entities which acquires ownership, directly or indirectly, through merger, consolidation, purchase or otherwise, of all or substantially all of the assets of the Company.

Section 2.37 “ Voluntary Resignation ” shall mean any Separation from Service that is not initiated by the Company or any Subsidiary other than a Good Reason Resignation.

ARTICLE III

PARTICIPATION AND ELIGIBILITY FOR BENEFITS

Section 3.01 Participation . Each Eligible Employee in the Plan who incurs a Change in Control Termination and who satisfies the conditions of Section 3.02 shall be eligible to receive the Severance Benefits described in this Plan, subject however, to the application of the non-duplication provisions of Section 4.05.

Section 3.02 Conditions .

(a) Eligibility for any Severance Benefits is expressly conditioned on the occurrence of the following within 60 days after the Participant’s Separation from Service Date: (i) execution by the Participant of a Release in the form provided by the Company and delivery of the Release to the Company within 45 days of the Separation from Service Date, and non-revocation of the Release during the seven-day period following the execution of the Release; (ii) compliance by the Participant with all the terms and conditions of such Release; (iii) the Participant’s written agreement to the confidentiality and non-disparagement provisions in Article VI during and after the Participant’s employment with the Company; and (iv) to the extent permitted in Section 4.04 of the Plan, execution of a written agreement that authorizes the deduction of amounts owed to the Company prior to the payment of any Severance Benefits (or in accordance with any other schedule as is agreed between the Participant and the Company). If the Plan Administrator determines that the Participant has not fully complied with any of the terms of the Release and the agreement, the Plan Administrator may withhold Severance Benefits not yet in pay status or discontinue the payment of the Participant’s Severance Benefits and may require the Participant, by providing written notice of such repayment obligation to the Participant, to repay any portion of the Severance Benefits already received under the Plan. If the Plan Administrator notifies a Participant that repayment of all or any portion of the Severance Benefits received under the Plan is required, such amounts shall be repaid within thirty (30) calendar days of the date the written notice is sent, provided, however, that if the Participant files an appeal of such determination under the claims procedures described in Article X, then such repayment obligation shall be suspended pending the outcome of the appeals procedure. Any remedy under this subsection (a) shall be in addition to, and not in place of, any other remedy, including injunctive relief, that the Company may have.

(b) Notwithstanding compliance with Section 3.02(a), an Eligible Employee will not be eligible to receive Severance Benefits under any of the following circumstances:

(i) The Eligible Employee’s Voluntary Resignation;

(ii) The Eligible Employee resigns employment (other than a Good Reason Resignation) before the job-end date mutually agreed to in writing between the Participant and the Employer, including any extension thereto as is mutually agreed to in writing between the parties;

(iii) The Eligible Employee’s employment is terminated for Cause;

(iv) The Eligible Employee’s employment is terminated due to the Eligible Employee’s death or Permanent Disability;

(v) The Eligible Employee does not return to work within the period prescribed by law (or if there is no such period prescribed by law, then within a reasonable period as is determined by the Plan Administrator) following an approved leave of absence, unless such period is extended by mutual written agreement of the parties; or

(vi) The Eligible Employee’s employment with the Employer terminates as a result of a Change in Control and the Eligible Employee accepts employment, or has the opportunity to continue employment, with a Successor (other than under terms and conditions which would permit a Good Reason Resignation).

(c) The Plan Administrator has the discretion to make initial determinations regarding an Eligible Employee’s eligibility to receive Severance Benefits hereunder.

(d) An Eligible Employee returning from approved military leave during the period beginning 60 days before a Change in Control and ending two years after a Change in Control will be eligible for Severance Benefits if: (i) he/she is eligible for reemployment under the provisions of the Uniformed Services Employment and Reemployment Rights Act (USERRA); (ii) his/her pre-military leave job is eliminated; and (iii) the Employer’s circumstances are changed so as to make reemployment in another position impossible or unreasonable, or re-employment would create an undue hardship for the Employer. If the Eligible Employee returning from military leave qualifies for Severance Benefits, his/her severance benefits will be calculated as if he/she had remained continuously employed from the date he/she began his/her military leave. The Eligible Employee must also satisfy any other relevant conditions for payment, including execution of a Release.

ARTICLE IV

DETERMINATION OF SEVERANCE BENEFITS

Section 4.01 Amount of Severance Benefits Upon Involuntary Termination and Good Reason Resignation . The Severance Benefits to be provided to an Eligible Employee who incurs a Change in Control Termination and is determined to be eligible for Severance Benefits shall be as follows:

(a) Notice Pay . Except for Officers, each Eligible Employee who meets the eligibility requirements for Severance Benefits under Section 3.01, other than for a Good Reason Resignation, shall receive 30 calendar days notice as a Notice Period. In the event that the Company determines that a Participant’s last day of work shall be prior to the end of his or her Notice Period, such Employee shall be entitled to pay in lieu of notice for the balance of such Notice Period. Notice Pay paid to a Participant shall be in addition to, and not offset against, the Severance Benefits the Participant may be entitled to receive under this Article IV. An Eligible Employee who does not sign, or who revokes his or her signature on, a Release shall only be eligible for Notice Pay. Unless otherwise permitted by the applicable plan documents or laws, an Eligible Employee will not be eligible to apply for short-term disability, long-term disability and/or workers’ compensation anytime after the Eligible Employee’s last active day at work.

(b) Salary Replacement Benefits . Salary replacement benefits shall be provided to the Participant in an amount as set forth in Schedule A.

(i) The Participant shall receive a cash payment equal to his or her pro rated annual bonus (based on the number of full months completed from the beginning of the fiscal year through the Separation from Service) for the year in which Participant’s Separation from Service occurs, pursuant to the terms set forth in the applicable incentive plans; provided , however, that to the extent that a bonus payment for such period is paid as a result of a Change in Control under the terms of such other incentive plan, then the amount otherwise payable under this Section 4(c)(i) will be offset by the payment made under such other incentive plan.

(ii) The Participant shall also receive a cash payment equal to his or her Annual Bonus in an amount as set forth in Schedule A.

(d) Medical, Dental and Health Care Reimbursement Account Benefits . The Participant shall continue to be eligible to participate in the medical, dental and health care reimbursement account coverage in effect at the date of his or her termination (or generally comparable coverage) for himself or herself and, where applicable, his or her spouse or domestic partner and dependents, as the same may be changed from time to time for employees of the Company generally, as if Participant had continued in employment during the lesser of (i) the Severance Period or (ii) twelve (12) months. The Participant shall be responsible for the payment of the employee portion of the medical, dental and health care reimbursement account contributions that are required during the Severance Period and such contributions shall be made within the time period and in the amounts that other employees are required to pay to the Company for similar coverage. The Participant’s failure to pay the applicable contributions shall result in the cessation of the applicable medical and dental coverage for the Participant and his or her spouse or domestic partner and dependents. In the event that the Severance Period exceeds twelve months, the Participant will receive a cash lump-sum payment from the Company equal to the projected value of the employer portion of the premiums for medical and dental benefits for the time period between the end of the Coverage Period and the remainder of the Severance Period. Such payment shall be made within sixty (60) days following the end of the Coverage Period. Notwithstanding any other provision of this Plan to the contrary, in the event that a Participant commences employment with another company at any time during the Severance Period and becomes eligible for medical and/or dental coverage under the plan(s) of such other company,, the Participant will cease receiving coverage under the Company’s medical and dental plans. Within thirty (30) days of Participant’s commencement of employment with another company, Participant shall provide the Company written notice of such employment and provide information to the Company regarding the medical and dental benefits provided to Participant by his or her new employer. The COBRA continuation coverage period under section 4980B of the Code shall run concurrently with the Severance Period.

(e) Share Options . Unless otherwise provided in the award agreement covering such equity award, (i) all share options held by the Participant as of his or her Separation from Service Date that were granted prior to the Change in Control and that are not already exercisable as of such date shall become exercisable upon a Change in Control Termination, and (ii) all outstanding share options held by Participant that were granted prior to the Change in Control and that are exercisable as of the Separation from Service Date and all share options held by the Participant that become exercisable under the preceding sentence shall be exercisable for the greater of (i) the period set forth in Participant’s option agreement covering such options, or (ii) twelve (12) months from the Separation from Service Date. In no event, however, shall a share option be exercisable beyond its original expiration date.

(f) Restricted Stock, Restricted Units and Performance Units . All restricted shares, restricted share units and performance units held by the Participant as of his or her Separation from Service Date shall be treated as provided under and in accordance with the terms and conditions of the applicable award agreement covering such equity award.

(g) Outplacement Services . The Company will pay the cost of outplacement services for the Participant for a period of twelve (12) months from Participant’s Separation from Service Date. The Company shall pay the cost of outplacement services at either (i) the outplacement agency that the Company regularly uses for such purpose or (ii) the outplacement agency selected by the Participant; provided, however, that the Company will be responsible to pay no more than the cost that would have been incurred had the Participant used the outplacement agency that the Company regularly uses for such purpose.

(h) Application of Other Plan Provisions . If any applicable equity compensation or incentive plan or grant instrument, without regard to (c), (e) or (f) above, provides the Participant the right to accelerated vesting or payment of cash incentive awards, share options, restricted shares, restricted share units, performance share units or other incentive awards, and/or an extension of the otherwise applicable option exercise period, in the case of termination of employment following a Change in Control, then the Participant’s right to accelerated payment, vesting or extension of the option exercise period shall be determined by whichever of the plan, grant instrument or the provisions of (c), (e) or (f) above provides the most favorable vesting or exercise rights for the Participant.

Section 4.02 Voluntary Resignation; Termination Due to Death or Permanent Disability . If the Eligible Employee’s employment terminates due to (i) the Eligible Employee’s Voluntary Resignation, (ii) death, or (iii) Permanent Disability, then the Eligible Employee shall not be entitled to receive Severance Benefits under this Plan and shall be entitled only to those benefits (if any) as may be available under the Company’s other benefit plans and policies effective at the time of such termination.

Section 4.03 Termination for Cause .

(a) If any Eligible Employee’s employment is terminated by the Company for Cause, the Eligible Employee shall not be entitled to receive Severance Benefits under this Plan and shall be entitled only to those benefits that are legally required to be provided to the Eligible Employee. Notwithstanding any other provision of this Plan to the contrary, if the Committee or the Plan Administrator determines that an Eligible Employee (i) has engaged in conduct that constitutes Cause at any time prior to the Eligible Employee’s Separation from Service Date, or (ii) after the Employee’s Separation from Service Date, has been convicted of or entered a plea of nolo contendere with respect to either a felony, or a misdemeanor which involves dishonesty, fraud or morally repugnant behavior, based on conduct which occurred prior to the Eligible Employee’s Separation from Service Date, any Severance Benefits payable to the Eligible Employee under this Plan shall immediately cease, and the Eligible Employee shall be required to return any Severance Benefits paid to the Eligible Employee prior to such determination. The Company may withhold paying Severance Benefits under the Plan pending resolution of any good faith inquiry that is likely to lead to a finding resulting in Cause. If the Company has offset other payments owed to the Eligible Employee under any other plan or program, it may, in its sole discretion, waive its repayment right solely with respect to the amount of the offset so credited.

(b) Any dispute regarding a termination for Cause will be resolved by the Plan Administrator. Such determination will be based on all of the facts and circumstances presented to the Plan Administrator by the Company. If the Plan Administrator determines that the Eligible Employee’s termination of employment is for Cause, then the Plan Administrator will notify the Eligible Employee in writing of such determination, describing in detail the reason for such determination, including without limitation the specific conduct that constituted the basis for the determination. The Eligible Employee shall have the right to contest the determination of the Plan Administrator in accordance with the Appeals Procedure described in Section 10.03.

Section 4.04 Reduction of Severance Benefits . With respect to amounts paid under the Plan that are not subject to Code Section 409A and the regulations promulgated thereunder, the Plan Administrator reserves the right to make deductions in accordance with applicable law for any monies owed to the Company by the Participant or the value of Company property that the Participant has retained in his/her possession. With respect to amounts paid under the Plan that are subject to Code Section 409A and the regulations promulgated thereunder, the Plan Administrator reserves the right to make deductions in accordance with applicable law for any monies owed to the Company by the Participant or the value of the Company property that the Participant has retained in his/her possession; provided, however, that such deduction shall not exceed $5,000 in the aggregate.

Section 4.05 Non-Duplication of Benefits . The Plan is intended to supersede, and not to duplicate, the provisions of the Executive Severance Plan in any case in which an Eligible Employee would otherwise be entitled to severance or related benefits under both this Plan and the Executive Severance Plan arising out of the Eligible Employee’s Change in Control Termination. However, the Plan is not intended to supersede any other plan, program, arrangement or agreement providing an Eligible Employee with severance or related benefits in the case of an Eligible Employee’s Change in Control Termination. In the event that an Eligible Employee becomes entitled to receive benefits under this Plan and any such benefit duplicates a benefit that would otherwise be provided under any other plan, program, arrangement or agreement as a result of the Eligible Employee’s Change in Control Termination, then the Eligible Employee shall be entitled to receive the greater of the benefit available under the Plan, on the one hand, and the benefit available under such other plan, program, arrangement or agreement, on the other.

ARTICLE V

METHOD, DURATION AND LIMITATION OF SEVERANCE BENEFIT PAYMENTS

Section 5.01 Method of Payment . The cash Severance Benefits to which a Participant is entitled, as determined pursuant to Section 4.01, shall be paid in a single lump sum payment within sixty (60) days following the Participant’s Severance from Service Date, subject to the fulfillment of all conditions for payment set forth in Section 3.02 and subject to the expiration of the Release revocation period specified in the Release; provided, however, that the annual bonus amount payable pursuant to Section 4.01(c)(i) shall be paid at the same time as bonuses would be payable under the applicable bonus or incentive plan or program. In no event will interest be credited on the unpaid balance for which a Participant may become eligible. Payment shall be made by mailing to the last address provided by the Participant to the Company or such other reasonable method as determined by the Plan Administrator. Notwithstanding the foregoing, if the Participant’s Separation from Service is either (i) prior to the date of a Change in Control, or (ii) following a Change in Control that does not qualify as a “change in control” under Code Section 409A and the regulations promulgated thereunder, then any portion of the Severance Benefits payable under this Plan that is (i) subject to Code Section 409A and the regulations promulgated thereunder and (ii) equals the amount of benefit the Participant could be eligible to receive under the Executive Severance Plan (if the Participant were to satisfy the eligibility requirements in order to receive a benefit under that plan), shall be paid at the same time and in the same form as under the Executive Severance Plan. In no event will interest be credited on the unpaid balance for which a Participant may become eligible. Payment shall be made by mailing to the last address provided by the Participant to the Company or such other reasonable method as determined by the Plan Administrator. All payments of Severance Benefits are subject to applicable federal, state and local taxes and withholdings. In the event of the Participant’s death prior to payment being made, the amount of such payment shall be paid to the Participant’s estate in a single lump-sum payment within thirty (30) days following the Participant’s death.

Section 5.02 Other Arrangements . The provisions of this Plan may provide for payments to the Eligible Employee under certain compensation or bonus plans under circumstances where such plans would not otherwise provide for payment thereof. It is the specific intention of the Company that the provisions of this Plan shall supersede any provisions to the contrary in such plans, to the extent permitted by applicable law, and such plans shall be deemed to be have been amended to correspond with this Plan without further action by the Company or the Board.

Section 5.03 Code Section 409A .

(a) Notwithstanding any provision of the Plan to the contrary, if required by Code Section 409A and if a Participant is a Key Employee, no Benefits shall be paid to the Participant during the Postponement Period. If a Participant is a Key Employee and payment of Benefits is required to be delayed for the Postponement Period under Code Section 409A, the accumulated amounts withheld on account of Code Section 409A shall be paid in a lump sum payment within 30 days after the end of the Postponement Period and no interest or other adjustment shall be made for the delayed payment. If the Participant dies during the Postponement Period prior to the payment of Severance Benefits, the amounts withheld on account of Code Section 409A shall be paid to the Participant’s estate within thirty (30) days after the Participant’s death.

(b) This Agreement is intended to meet the requirements of the “short-term deferral” exception, the “separation pay” exception and other exceptions under Code Section 409A and the regulations promulgated thereunder. Notwithstanding anything in this Plan to the contrary, if required by Code Section 409A, payments may only be made under this Plan upon an event and in a manner permitted by Code Section 409A, to the extent applicable. For purposes of Code Section 409A, the right to a series of payments under the Plan shall be treated as a right to a series of separate payments. All reimbursements and in-kind benefits provided under the Plan shall be made or provided in accordance with the requirements of section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the Plan, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. In no event may a Participant designate the year of payment for any amounts payable under this Plan.

Section 5.04 Termination of Eligibility for Benefits .

(a) All Eligible Employees shall cease to be eligible to participate in this Plan, and all Severance Benefits payments shall cease upon the occurrence of the earlier of:

(i) Subject to Article VIII, termination or modification of the Plan; or

(ii) Completion of any obligation of the Company or its Subsidiaries to make any payment or distribution under Article IV for the benefit of the Participant.

(b) Notwithstanding anything herein to the contrary, the Company shall have the right to cease all Severance Benefits payments and to recover payments previously made to the Participant should the Participant at any time breach the Participant’s undertakings under the terms of the Plan, including, but not limited to, the confidentiality and non-disparagement provisions of Article VI, or the Release.

Section 5.05 Limitation on Benefits .

(a) Notwithstanding any other provision of this Plan, in the event it shall be determined that any payment or distribution by the Company or its Subsidiaries to or for the benefit of a Participant (whether paid or provided pursuant to the terms of this Plan or otherwise) (a “Payment”) would be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of the benefits provided to the Participant pursuant to the rights granted under this Plan (such benefits are hereinafter referred to as “Plan Payments”) shall be reduced to the Reduced Amount. The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Plan Payments without causing any Payment to be nondeductible by the Company because of Section 280G of the Code. For purposes of this Section 5.05, present value shall be determined in accordance with Section 280G(d)(4) of the Code. To the extent necessary to eliminate an excess parachute amount that would not be deductible by the Company for Federal income tax purposes because of Section 280G of the Code, the amounts payable or benefits to be provided to the Participant shall be reduced such that the economic loss to the executive as a result of the excess parachute amount elimination is minimized. In applying this principle, the reduction shall be made in a manner consistent with the requirements of section 409A and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero.

(b) If the Firm (as defined in Section 5.05(c)) determines that the payments to the Participant (before any reductions as described in Section 5.05(a)) on an after-tax basis (i.e., after federal, state and local income and excise taxes and federal employment taxes) would exceed the Reduced Amount on an after-tax basis (i.e., after federal, state and local income and federal employment taxes) then such payments will not be reduced as is described in Section 5.05(a).

(c) All determinations required to be made under this Section 5.05 shall be made by a nationally recognized accounting or consulting firm selected by the Executive Vice-President, Human Resources of the Company (or the equivalent) upon the occurrence of a Potential Change in Control (the “ Firm”), which shall provide detailed supporting calculations both to the Company and the Participant within fifteen (15) business days of the Separation from Service Date or such earlier time as is requested by the Company. Any such determination by the Firm shall be binding upon the Company, its successors and the Participant (subject to (e) below). Within five (5) business days of the determination by the Firm as to the Reduced Amount, the Company shall provide to the Participant such Payments as are then due to the Participant in accordance with the rights afforded under this Plan or any other applicable plan.

(d) The Company shall reimburse the Participant for any costs or expenses of tax counsel incurred by the Participant in connection with any audit or investigation by the Internal Revenue Service, or any state or local tax authorities, concerning the application of Code Section 280G to any Payments (provided, that the Participant retains tax counsel acceptable to the Company). In the event that as a result of any such audit or

investigation, the reduction in Plan Payments under (a) above is finally determined not to be sufficient in amount to permit the deduction by the Company of all Payments under Code Section 280G, then the Company shall pay the Participant an additional amount which shall be sufficient to put the Participant, after payment of any additional income, employment and excise taxes, interest and penalties, in substantially the same economic position as if the reduction had been sufficient. Notwithstanding anything herein to the contrary, any reimbursement or payment pursuant to this Section 5.05(d) shall be made in a manner, and in such timeframe, that complies with the requirements of Treasury Regulations Section 1.409A-3(i)(1)(v).

(e) In the event that the Firm determines that a reduction effected pursuant to (a) above was excessive in amount due to changes in relevant data or information following its original determination under (c) above (including, without limitation, any recalculation regarding the value of share options as contemplated under Rev. Proc. 2003-68, Section 3.04), and that additional Plan Payments could have been made thereunder, the Company shall promptly make such additional payments to the Participant.

ARTICLE VI

CONFIDENTIALITY AND NON-DISPARAGEMENT

Section 6.01 Confidential Information . The Participant agrees that he or she shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Participant’s assigned duties and for the benefit of the Company, either during the period of the Participant’s employment or at any time thereafter, any nonpublic, proprietary or confidential information, knowledge or data relating to the Company, any of its Subsidiaries, affiliated companies or businesses, which shall have been obtained by the Participant during the Participant’s employment by the Company or a Subsidiary. The foregoing shall not apply to information that (i) was known to the public prior to its disclosure to the Participant; (ii) becomes known to the public subsequent to disclosure to the Participant through no wrongful act of the Participant or any representative of the Participant; or (iii) the Participant is required to disclose by applicable law, regulation or legal process (provided that, to the extent permitted by law, regulation or legal process, the Participant provides the Company with prior notice of the contemplated disclosure and reasonably cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Notwithstanding clauses (i) and (ii) of the preceding sentence, the Participant’s obligation to maintain such disclosed information in confidence shall not terminate where only portions of the information are in the public domain.

Section 6.02 Non-Disparagement . Each of the Participant and the Company (for purposes hereof, the Company shall mean only the executive officers and directors thereof and not any other employees) agrees not to make any statements that disparage the other party, or in the case of the Company or its Subsidiaries, their respective affiliates, employees, officers, directors, products or services. Notwithstanding the foregoing, statements made in the course of sworn testimony in administrative, judicial or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) shall not be subject to this Section 6.02.

Section 6.03 Reasonableness . In the event the provisions of this Article VI shall ever be deemed to exceed the time, service, scope, geographic or other limitations permitted by applicable laws in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, service, scope, geographic or other limitations, as the case may be, permitted by applicable laws.

Section 6.04 Equitable Relief .

(a) By participating in the Plan, the Participant acknowledges that the restrictions contained in this Article VI are reasonable and necessary to protect the legitimate interests of the Company, its Subsidiaries and its affiliates, that the Company would not have established this Plan in the absence of such restrictions, and that any violation of any provision of this Article VI will result in irreparable injury to the Company. By agreeing to participate in the Plan, the Participant represents that his or her experience and capabilities are such that the restrictions contained in this Article VI will not prevent the Participant from obtaining employment or otherwise earning a living at the same general level of economic benefit as is currently the case. The Participant further represents and acknowledges that (i) he or she has been advised by the Company to consult his or her own legal counsel in respect of this Plan, and (ii) that he or she has had full opportunity, prior to agreeing to participate in this Plan, to review thoroughly this Plan with his or her counsel. The Company likewise acknowledges that the restrictions contained in Section 6.02 are necessary to protect the legitimate interests of the Participant, and that any violation of Section 6.02 by the Company will result in irreparable injury to the Participant.

(b) The Participant agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of this Article VI, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled.

(c) The Participant irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising under the Plan, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in the United States District Court for the District of New York, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in New York, (ii) consents to the non-exclusive jurisdiction of any such court in any

such suit, action or proceeding, and (iii) waives any objection which Participant may have to the laying of venue of any such suit, action or proceeding in any such court. Participant also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 11.02.

Section 6.05 Survival of Provisions . The obligations contained in this Article VI shall survive the termination of Participant’s employment with the Company or a Subsidiary and shall be fully enforceable thereafter.

ARTICLE VII

THE PLAN ADMINISTRATOR

Section 7.01 Authority and Duties . It shall be the duty of the Plan Administrator, on the basis of information supplied to it by the Company and the Committee, to properly administer the Plan. The Plan Administrator shall have the full power, authority and discretion to construe, interpret and administer the Plan, to make factual determinations, to correct deficiencies therein, and to supply omissions. All decisions, actions and interpretations of the Plan Administrator shall be final, binding and conclusive upon the parties with respect to denied claims for Severance Benefits, except in those cases where such determination is subject to review by the Named Appeals Fiduciary (as defined in Section 10.04). The Plan Administrator may adopt such rules and regulations and may make such decisions as it deems necessary or desirable for the proper administration of the Plan.

Section 7.02 Compensation of the Plan Administrator . The Plan Administrator appointed for periods prior to a Potential Change in Control shall receive no compensation for services as such. The Plan Administrator appointed for periods on and after a Potential Change in Control will be entitled to receive reasonable compensation as is mutually agreed upon between the parties. All reasonable expenses of the Plan Administrator shall be paid or reimbursed by the Company upon proper documentation. The Plan Administrator shall be indemnified by the Company against personal liability for actions taken in good faith in the discharge of the Plan Administrator’s duties.

Section 7.03 Records, Reporting and Disclosure . The Plan Administrator shall keep a copy of all records relating to the payment of Severance Benefits to Participants and former Participants and all other records necessary for the proper operation of the Plan. All Plan records shall be made available to the Committee, the Company and to each Participant for examination during business hours except that a Participant shall examine only such records as pertain exclusively to the examining Participant and to the Plan. The Plan Administrator shall prepare and shall file as required by law or regulation all reports, forms, documents and other items required by ERISA, the Code, and every other relevant statute, each as amended, and all regulations thereunder (except that the Company, as payor of the Severance Benefits, shall prepare and distribute to the proper recipients all forms relating to withholding of income or wage taxes, Social Security taxes, and other amounts that may be similarly reportable).

ARTICLE VIII

AMENDMENT, TERMINATION AND DURATION

Section 8.01 Amendment, Suspension and Termination . Except as otherwise provided in this Section 8.01, the Board or its delegee shall have the right, at any time and from time to time prior to the occurrence of a Potential Change in Control (and after the Potential Change in Control has expired in accordance with Section 2.26(y)), to amend, suspend or terminate the Plan in whole or in part, for any reason or without reason, and without either the consent of or the prior notification to any Participant, by a formal written action. After the occurrence of a Potential Change in Control, the Board or its delegee shall have the right to amend the Plan, provided however, that (a) in no event shall any amendment give the Company the right to recover any amount paid to a Participant prior to the date of such amendment or to cause the cessation of Severance Benefits already approved for a Participant who has executed a Release as required under Section 3.02 and (b) the Plan may not be amended in any manner that adversely affects any right of a Participant or Eligible Employee without the written consent of such Participant or Eligible Employee. Any amendment or termination of the Plan must comply with all applicable legal requirements including, without limitation, compliance with Code Section 409A and the regulations and ruling promulgated thereunder, securities, tax, or other laws, rules, regulations or regulatory interpretations thereof, applicable to the Plan.

Section 8.02 Duration . The Plan shall continue in full force and effect until termination of the Plan pursuant to Section 8.01; provided, however, that after the termination of the Plan, if any Participants terminated employment due to an Involuntary Termination prior to the termination of the Plan and are still receiving Severance Benefits under the Plan, the Plan shall remain in effect until all of the obligations of the Company are satisfied with respect to such Participants.

ARTICLE IX

DUTIES OF THE COMPANY AND THE COMMITTEE

Section 9.01 Records . The Company or a Subsidiary thereof shall supply to the Committee all records and information necessary to the performance of the Committee’s duties.

Section 9.02 Payment . Payments of Severance Benefits to Participants shall be made in such amount as determined by the Committee under Article IV, from the Company’s general assets or from a supplemental unemployment benefits trust, in accordance with the terms of the Plan, as directed by the Committee.

Section 9.03 Discretion . Any decisions, actions or interpretations to be made under the Plan by the Board, the Committee and the Plan Administrator, acting on behalf of either, shall be made in each of their respective sole discretion, not in any fiduciary capacity and need not be uniformly applied to similarly situated individuals and such decisions, actions or interpretations shall be final, binding and conclusive upon all parties. As a condition of participating in the Plan, the Participant acknowledges that all decisions and determinations of the Board, the Committee and the Plan Administrator taken in good faith shall be final and binding on the Participant, his or her beneficiaries and any other person having or claiming an interest under the Plan on his or her behalf.

ARTICLE X

CLAIMS PROCEDURES

Section 10.01 Claim . Each Participant under this Plan may contest any action taken or determination made by the Company, the Board, the Committee or the Plan Administrator that affects the rights of such Participant hereunder by completing and filing with the Plan Administrator a written request for review in the manner specified by the Plan Administrator. No person may bring an action for any alleged wrongful denial of Plan benefits in a court of law unless the claims procedures described in this Article X are exhausted and a final determination is made by the Plan Administrator and/or the Named Appeals Fiduciary, except in circumstances where the Participant has a reasonable basis to conclude that the pursuit of his/her claim through the claims procedure would be futile. If the terminated Participant or interested person challenges a decision by the Plan Administrator and/or Named Appeals Fiduciary, a review by the court of law will be limited to the facts, evidence and issues presented to the Plan Administrator during the claims procedure set forth in this Article X. Facts and evidence that become known to the terminated Participant or other interested person after having exhausted the claims procedure must be brought to the attention of the Plan Administrator for reconsideration of the claims administrator. Issues not raised with the Plan Administrator and/or Named Appeals Fiduciary will be deemed waived.

Section 10.02 Initial Claim . Before the date on which payment of Severance Benefits commences, each application for benefits must be supported by such information as the Plan Administrator deems relevant and appropriate. In the event that any claim relating to the administration of Severance Benefits is denied in whole or in part, the terminated Participant or his or her beneficiary (“claimant”) whose claim has been so denied shall be notified of such denial in writing by the Plan Administrator within ninety (90) days after the receipt of the claim for benefits. This period may be extended an additional ninety (90) days if the Plan Administrator determines such extension is necessary and the Plan Administrator provides notice of extension to the claimant prior to the end of the initial ninety (90) day period. The notice advising of the denial shall specify the following: (i) the reason or reasons for denial, (ii) make specific reference to the Plan provisions on which the determination was based, (iii) describe any additional material or information necessary for the claimant to perfect the claim (explaining why such material or information is needed), and (iv) describe the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under section 502(a) of ERISA following an adverse benefit determination on review.

Section 10.03 Appeals of Denied Administrative Claims . All appeals shall be made by the following procedure:

(a) A claimant whose claim has been denied shall file with the Plan Administrator a notice of appeal of the denial. Such notice shall be filed within sixty (60) calendar days of notification by the Plan Administrator of the denial of a claim, shall be made in writing, and shall set forth all of the facts upon which the appeal is based. Appeals not timely filed shall be barred.

(b) The Named Appeals Fiduciary shall consider the merits of the claimant’s written presentations, the merits of any facts or evidence in support of the denial of benefits, and such other facts and circumstances as the Named Appeals Fiduciary shall deem relevant.

(c) The Named Appeals Fiduciary shall render a determination upon the appealed claim which determination shall be accompanied by a written statement as to the reasons therefor. The determination shall be made to the claimant within sixty (60) days of the claimant’s request for review, unless the Named Appeals Fiduciary determines that special circumstances require an extension of time for processing the claim. In such case, the Named Appeals Fiduciary shall notify the claimant of the need for an extension of time to render its decision prior to the end of the initial sixty (60) day period, and the Named Appeals Fiduciary shall have an additional sixty (60) day period to make its determination. The determination so rendered shall be binding upon all parties as long as it is made in good faith. If the determination is adverse to the claimant, the notice shall (i) provide the reason or reasons for denial, (ii) make specific reference to the Plan provisions on which the determination was based, (iii) include a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to a the claimant’s claim for benefits, and (iv) state that the claimant has the right to bring an action under section 502(a) of ERISA.

Section 10.04 Appointment of the Named Appeals Fiduciary . The Named Appeals Fiduciary shall be the person or persons named as such by the Board or Committee, or, if no such person or persons be named, then the person or persons named by the Plan Administrator as the Named Appeals Fiduciary; provided however, that effective on the date of a Change in Control, the Plan Administrator shall also serve as the Named Appeals Fiduciary. For periods before the date of a Change in Control, Named Appeals Fiduciaries may at any time be removed by the Board or Committee, and any Named Appeals Fiduciary named by the Plan Administrator may be removed by the Plan Administrator. All such removals may be with or without cause and shall be effective on the date stated in the notice of removal. The Named Appeals Fiduciary shall be a “Named Fiduciary” within the meaning of ERISA, and unless appointed to other fiduciary responsibilities, shall have no authority, responsibility, or liability with respect to any matter other than the proper discharge of the functions of the Named Appeals Fiduciary as set forth herein.

Section 10.05 Arbitration; Expenses . In the event of any dispute under the provisions of this Plan, other than a dispute in which the primary relief sought is an equitable remedy such as an injunction, the parties shall have the dispute, controversy or claim settled by arbitration in New York, New York (or such other location as may be mutually agreed upon by the Employer and the Participant) in accordance with the National Rules for the Resolution of Employment Disputes then in effect of the American Arbitration Association, before a panel of three arbitrators, two of whom shall be selected by the Company and the Participant, respectively, and the third of whom shall be selected by the other two arbitrators. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by either party in accordance with applicable law in any court of competent jurisdiction. This arbitration provision shall be specifically enforceable. The arbitrators shall have no authority to modify any provision of this Plan or to award a remedy for a dispute involving this Plan other than a benefit specifically provided under or by virtue of the Plan. If the Participant substantially prevails on any material issue, which is the subject of such arbitration or lawsuit, the Company shall be responsible for all of the fees of the American Arbitration Association and the arbitrators and any expenses relating to the conduct of the arbitration (including the Company’s and Participant’s reasonable attorneys’ fees and expenses). Otherwise, each party shall be responsible for its own expenses relating to the conduct of the arbitration (including reasonable attorneys’ fees and expenses) and shall share the fees of the American Arbitration Association.

ARTICLE XI

MISCELLANEOUS

Section 11.01 Nonalienation of Benefits . None of the payments, benefits or rights of any Participant shall be subject to any claim of any creditor of any Participant, and, in particular, to the fullest extent permitted by law, all such payments, benefits and rights shall be free from attachment, garnishment (if permitted under applicable law), trustee’s process, or any other legal or equitable process available to any creditor of such Participant. No Participant shall have the right to alienate, anticipate, commute, plead, encumber or assign any of the benefits or payments that he may expect to receive, contingently or otherwise, under this Plan, except for the designation of a beneficiary as set forth in Section 5.01.

Section 11.02 Notices . All notices and other communications required hereunder shall be in writing and shall be delivered personally or mailed by registered or certified mail, return receipt requested, or by overnight express courier service. In the case of the Participant, mailed notices shall be addressed to him or her at the home address which he or she most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to the Plan Administrator.

Section 11.03 Successors . Any Successor shall assume the obligations under this Plan and expressly agree to perform the obligations under this Plan.

Section 11.04 Other Payments . Except as otherwise provided in this Plan, no Participant shall be entitled to any cash payments or other severance benefits under any of the Company’s then current severance pay policies for a termination that is covered by this Plan for the Participant, including, without limitation, the Executive Severance Plan.

Section 11.05 No Mitigation . Except as otherwise provided in Section 4.01(d) and Section 4.04, Participants shall not be required to mitigate the amount of any Severance Benefits provided for in this Plan by seeking other employment or otherwise, nor shall the amount of any Severance Benefits provided for herein be reduced by any compensation earned by other employment or otherwise, except if the Participant is re-employed by the Company, in which case Severance Benefits shall cease.

Section 11.06 No Contract of Employment . Neither the establishment of the Plan, nor any modification thereof, nor the creation of any fund, trust or account, nor the payment of any benefits shall be construed as giving any Eligible Employee or any person whosoever, the right to be retained in the service of the Company, and all Eligible Employees shall remain subject to discharge to the same extent as if the Plan had never been adopted.

Section 11.07 Severability of Provisions . Except as set forth in Section 6.03, if any provision of this Plan shall be held invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect any other provisions hereof, and this Plan shall be construed and enforced as if such provisions had not been included.

Section 11.08 Heirs, Assigns, and Personal Representatives . This Plan shall be binding upon the heirs, executors, administrators, successors and assigns of the parties, including each Participant, present and future.

Section 11.09 Headings and Captions . The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan.

Section 11.10 Gender and Number . Where the context admits: words in any gender shall include any other gender, and, except where otherwise clearly indicated by context, the singular shall include the plural, and vice-versa.

Section 11.11 Unfunded Plan . The Plan shall not be funded. No Participant shall have any right to, or interest in, any assets of the Company that may be applied by the Company to the payment of Severance Benefits.

Section 11.12 Payments to Incompetent Persons . Any benefit payable to or for the benefit of a minor, an incompetent person or other person incapable of receipting therefor shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Company, the Committee and all other parties with respect thereto.

Section 11.13 Lost Payees . A benefit shall be deemed forfeited if the Committee is unable to locate a Participant to whom Severance Benefits are due. Such Severance Benefits shall be reinstated if application is made by the Participant for the forfeited Severance Benefits while this Plan is in operation.

Section 11.14 Controlling Law . This Plan shall be construed and enforced according to the laws of the State of New York to the extent not superseded by Federal law.

SCHEDULE A

SEVERANCE BENEFITS

SALARY REPLACEMENT AND ANNUAL BONUS


Employee Classification	Severance Period	Salary Replacement and Annual Bonus
CEO	24 months	2.0 times annual Base Salary and Annual Bonus
Senior Officers & Corporate Band 1 Direct Reports to CEO	24 months	2.0 times annual Base Salary and Annual Bonus
Business Unit Band 1 Direct Reports to CEO	12 months	1.0 times annual Base Salary and Annual Bonus
Select Corporate Band 1 & 2*	18 months	1.5 times annual Base Salary and Annual Bonus
Select Other Band 1 - 3*	12 months	1.0 times annual Base Salary and Annual Bonus

*	Select positions approved by the Committee.

A-1

Exhibit 10.7

TYCO INTERNATIONAL

SEVERANCE PLAN FOR U.S. OFFICERS AND EXECUTIVES

Amended and Restated as of November 17, 2014

TABLE OF CONTENTS


				Page
ARTICLE I		BACKGROUND, PURPOSE AND TERM OF PLAN			1
	Section 1.01		Purpose of the Plan		1
	Section 1.02		Term of the Plan		1
	Section 1.03		Compliance with Code Section 409A		1

ARTICLE II		DEFINITIONS			2
	Section 2.01		“Alternative Position”		2
	Section 2.02		“Annual Bonus”		2
	Section 2.03		“Base Salary”		2
	Section 2.04		“Board”		2
	Section 2.05		“Cause”		2
	Section 2.06		“COBRA”		2
	Section 2.07		“Code”		2
	Section 2.08		“Committee”		2
	Section 2.09		“Company”		2
	Section 2.10		“Effective Date”		2
	Section 2.11		“Eligible Employee”		2
	Section 2.12		“Employee”		3
	Section 2.13		“Employer”		3
	Section 2.14		“ERISA”		3
	Section 2.15		“Exchange Act”		3
	Section 2.16		“Involuntary Termination”		3
	Section 2.17		“Key Employee”		3
	Section 2.18		“Notice Pay”		3
	Section 2.19		“Officer”		3
	Section 2.20		“Participant”		3
	Section 2.21		“Permanent Disability”		3
	Section 2.22		“Plan”		3
	Section 2.23		“Plan Administrator”		3
	Section 2.24		“Postponement Period”		3
	Section 2.25		“Predecessor Company”		4
	Section 2.26		“Release”		4
	Section 2.27		“Separation from Service”		4
	Section 2.28		“Separation from Service Date”		4
	Section 2.29		“Service”		4
	Section 2.30		“Severance Benefits”		4
	Section 2.31		“Severance Period”		4
	Section 2.32		“Subsidiary”		4
	Section 2.33		“Voluntary Termination”		4

ARTICLE III		PARTICIPATION AND ELIGIBILITY FOR BENEFITS			5
	Section 3.01		Participation		5
	Section 3.02		Conditions		5

ARTICLE IV		DETERMINATION OF SEVERANCE BENEFITS			7
	Section 4.01		Amount of Severance Benefits Upon Involuntary Termination		7
	Section 4.02		Voluntary Termination; Termination for Death or Permanent Disability		8
	Section 4.03		Termination for Cause		8
	Section 4.04		Reduction of Severance Benefits		8

ARTICLE V		METHOD AND DURATION OF SEVERANCE BENEFIT PAYMENTS			9
	Section 5.01		Method of Payment		9
	Section 5.02		Other Arrangements		9


				Page
	Section 5.03		Code Section 409A		9
	Section 5.04		Termination of Eligibility for Benefits		9

ARTICLE VI		CONFIDENTIALITY, COVENANT NOT TO COMPETE AND NOT TO SOLICIT			11
	Section 6.01		Confidential Information		11
	Section 6.02		Non-Competition		11
	Section 6.03		Non-Solicitation		11
	Section 6.04		Non-Disparagement		11
	Section 6.05		Reasonableness		12
	Section 6.06		Equitable Relief		12
	Section 6.07		Survival of Provisions		12

ARTICLE VII		THE PLAN ADMINISTRATOR			13
	Section 7.01		Authority and Duties		13
	Section 7.02		Compensation of the Plan Administrator		13
	Section 7.03		Records, Reporting and Disclosure		13

ARTICLE VIII		AMENDMENT, TERMINATION AND DURATION			14
	Section 8.01		Amendment, Suspension and Termination		14
	Section 8.02		Duration		14

ARTICLE IX		DUTIES OF THE COMPANY AND THE COMMITTEE			15
	Section 9.01		Records		15
	Section 9.02		Payment		15
	Section 9.03		Discretion		15

ARTICLE X		CLAIMS PROCEDURES			16
	Section 10.01		Claim		16
	Section 10.02		Initial Claim		16
	Section 10.03		Appeals of Denied Administrative Claims		16
	Section 10.04		Appointment of the Named Appeals Fiduciary		17
	Section 10.05		Arbitration; Expenses		17

ARTICLE XI		MISCELLANEOUS			18
	Section 11.01		Nonalienation of Benefits		18
	Section 11.02		Notices		18
	Section 11.03		Successors		18
	Section 11.04		Other Payments		18
	Section 11.05		No Mitigation		18
	Section 11.06		No Contract of Employment		18
	Section 11.07		Severability of Provisions		18
	Section 11.08		Heirs, Assigns, and Personal Representatives		18
	Section 11.09		Headings and Captions		18
	Section 11.10		Gender and Number		18
	Section 11.11		Unfunded Plan		18
	Section 11.12		Payments to Incompetent Persons		19
	Section 11.13		Lost Payees		19
	Section 11.14		Controlling Law		19

SCHEDULE A		SEVERANCE BENEFITS			A-1

ARTICLE I

BACKGROUND, PURPOSE AND TERM OF PLAN

Section 1.01 Purpose of the Plan . The purpose of the Plan is to provide Eligible Employees with certain compensation and benefits as set forth in the Plan in the event the Eligible Employee’s employment with the Company or a Subsidiary is terminated due to an Involuntary Termination. The Plan is not intended to be an “employee pension benefit plan” or “pension plan” within the meaning of Section 3(2) of ERISA. Rather, this Plan is intended to be a “welfare benefit plan” within the meaning of Section 3(1) of ERISA and to meet the descriptive requirements of a plan constituting a “severance pay plan” within the meaning of regulations published by the Secretary of Labor at Title 29, Code of Federal Regulations , section 2510.3-2(b). Accordingly, the benefits paid by the Plan are not deferred compensation and no employee shall have a vested right to such benefits.

Section 1.02 Term of the Plan . The Plan shall generally be effective as of the Effective Date and shall supersede any prior plan, program or policy under which the Company or the Predecessor Company or any Subsidiary provided severance benefits prior to the Effective Date of the Plan. The Plan shall continue until terminated pursuant to Article VIII of the Plan.

Section 1.03 Compliance with Code Section 409A . The terms of this Plan are intended to, and shall be interpreted so as to, comply in all respects with the provisions of Code Section 409A and the regulations and rulings promulgated thereunder.

ARTICLE II

DEFINITIONS

Section 2.01 “ Alternative Position ” shall mean a position with the Company, or any other entity specified in Section 3.02(b) that:

(a) is not more than 50 miles each way from the location of the Employee’s current position (for positions that are essentially mobile, the mileage does not apply); and

(b) provides the Employee with pay and benefits (not including perquisites or long term incentive compensation) that are comparable in the aggregate to the Employee’s current position.

The Plan Administrator has the exclusive discretionary authority to determine whether a position is an Alternative Position.

Section 2.02 “ Annual Bonus ” shall mean 100% of the Participant’s target annual bonus.

Section 2.03 “ Base Salary ” shall mean the annual base salary in effect as of the Participant’s Separation from Service Date.

Section 2.04 “ Board ” shall mean the Board of Directors of the Company, or any successor thereto, or a committee thereof specifically designated for purposes of making determinations hereunder.

Section 2.05 “ Cause ” shall mean an Employee’s (i) substantial failure or refusal to perform duties and responsibilities of his or her job as required by the Company, (ii) material violation of any fiduciary duty owed to the Company, (iii) conviction of, or entry of a plea of nolo contendere with respect to, a felony, (iv) conviction of, or entry of a plea of nolo contendere with respect to, a misdemeanor which involves dishonesty, fraud or morally repugnant behavior, (v) dishonesty, (vi) theft, (vii) violation of Company rules or policy, or (viii) other egregious or morally repugnant conduct that has, or could have, a serious and detrimental impact on the Company and its employees. The Plan Administrator, in its sole and absolute discretion, shall determine Cause.

Section 2.06 “ COBRA ” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended and the regulations promulgated thereunder.

Section 2.07 “ Code ” shall mean the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder.

Section 2.08 “ Committee ” shall mean the Compensation and Human Resources Committee of the Board or such other committee appointed by the Board to assist the Company in making determinations required under the Plan in accordance with its terms. The “Committee” may delegate its authority under the Plan to an individual or another committee.

Section 2.09 “ Company ” shall mean Tyco International Public Limited Company. Unless it is otherwise clear from the context, Company shall generally include participating Subsidiaries.

Section 2.10 “ Effective Date ” shall mean November 17, 2014.

Section 2.11 “ Eligible Employee ” shall mean an Employee employed in the United States who is designated within one of the employee classification categories specified on Schedule A and who is not covered under any other severance plan or program sponsored by the Company or a Subsidiary. If there is any question as to whether an Employee is deemed an Eligible Employee for purposes of the Plan, the Plan Administrator shall make the determination.

Section 2.12 “ Employee ” shall mean an individual employed by Tyco International Public Limited Company or a Subsidiary as a common law employee on the United States payroll of Tyco International Public Limited Company or a Subsidiary, and shall not include any person working for the Company through a temporary service or on a leased basis or who is hired by the Company as an independent contractor, consultant, or otherwise as a person who is not an employee for purposes of withholding federal employment taxes, as evidenced by payroll records or a written agreement with the individual, regardless of any contrary governmental or judicial determination or holding relating to such status or tax withholding.

Section 2.13 “ Employer ” shall mean the Company or any Subsidiary with respect to which this Plan has been adopted.

Section 2.14 “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

Section 2.15 “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended and the regulations promulgated thereunder.

Section 2.16 “ Involuntary Termination ” shall mean the date that a Participant experiences a Company-initiated Separation from Service for any reason other than Cause, Permanent Disability or death, as provided under and subject to the conditions of Article III.

Section 2.17 “ Key Employee ” shall mean an Employee who, at any time during the 12-month period ending on the identification date, is a “specified employee” under Code Section 409A, as determined by the Committee or its delegate. The determination of Key Employees, including the number and identity of persons considered specified employees and the identification date, shall be made by the Committee or its delegate in accordance with the provisions of Code Section 409A and the regulations promulgated thereunder.

Section 2.18 “ Notice Pay ” shall mean the amounts that a Participant is eligible to receive pursuant to Section 4.01(a) of the Plan.

Section 2.19 “ Officer ” shall mean any individual who is an officer, as such term is defined pursuant to Rule 16a-1(f) as promulgated under the Exchange Act, of the Company.

Section 2.20 “ Participant ” shall mean any Eligible Employee who meets the requirements of Article III and thereby becomes eligible for salary continuation and other benefits under the Plan.

Section 2.21 “ Permanent Disability ” shall mean that an Employee has a permanent and total incapacity from engaging in any employment for the Employer for physical or mental reasons. A “Permanent Disability” shall be deemed to exist if the Employee meets the requirements for disability benefits under the Employer’s long-term disability plan or under the requirements for disability benefits under the Social Security law (or similar law outside the United States, if the Employee is employed in that jurisdiction) then in effect, or if the Employee is designated with an inactive employment status at the end of a disability or medical leave.

Section 2.22 “ Plan ” means the Tyco International Severance Plan for U.S. Officers and Executives, as set forth herein, and as the same may from time to time be amended.

Section 2.23 “ Plan Administrator ” shall mean the individual(s) appointed by the Committee to administer the terms of the Plan as set forth herein and if no individual is appointed by the Committee to serve as the Plan Administrator for the Plan, the Plan Administrator shall be the Executive Vice President, Human Resources of the Company (or the equivalent). Notwithstanding the preceding sentence, in the event the Plan Administrator is entitled to Severance Benefits under the Plan, the Committee or its delegate shall act as the Plan Administrator for purposes of administering the terms of the Plan with respect to the Plan Administrator. The Plan Administrator may delegate all or any portion of its authority under the Plan to any other person(s).

Section 2.24 “ Postponement Period ” shall mean, for a Key Employee, the period of six months after the Key Employee’s Separation from Service Date (or such other period as may be required by Code Section 409A) during which deferred compensation may not be paid to the Key Employee under Code Section 409A.

Section 2.25 “ Predecessor Company ” shall mean Tyco International Ltd.

Section 2.26 “ Release ” shall mean the Separation of Employment Agreement and General Release, as provided by the Company.

Section 2.27 “ Separation from Service ” shall mean “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i) and applicable regulations and rulings thereunder.

Section 2.28 “ Separation from Service Date ” shall mean, with respect to a Participant, the date on which such Participant experiences a Separation from Service.

Section 2.29 “ Service ” shall mean the total number of years and completed months the Participant was an Employee of the Company. Service with any predecessor employer or with a Subsidiary prior to the Subsidiary’s becoming part of the Company shall be recognized only to the extent specified in the merger, acquisition or other documentation pursuant to which the Subsidiary became part of the Company. Periods of authorized leave of absence, such as military leave, will be included in Service only to the extent required by applicable law. Any period of employment with the Company, a Subsidiary, or a predecessor employer for which an Eligible Employee previously received severance benefits, shall be excluded from Service.

Section 2.30 “ Severance Benefits ” shall mean the salary continuation and other benefits that a Participant is eligible to receive pursuant to Article IV of the Plan.

Section 2.31 “ Severance Period ” shall mean the period during which a Participant is receiving Severance Benefits under this Plan, as set forth on Schedule A.

Section 2.32 “ Subsidiary ” shall mean (i) a subsidiary company (wherever incorporated) as defined by the law of the Company’s place of incorporation , (ii) any separately organized business unit, whether or not incorporated, of the Company, (iii) any employer that is required to be aggregated with the Company pursuant to section 414 of the Internal Revenue Code of 1986, as amended, and regulations issued thereunder, and (iv) any service recipient or employer that is within a controlled group of corporations with the Company as defined in Code Sections 1563(a)(1), (2) and (3) where the phrase “at least 50%” is substituted in each place “at least 80%” appears or is with the Company as part of a group of trades or businesses under common control as defined in Code Section 414(c) and Treas. Reg. Section 1.414(c)-2 where the phrase “at least 50%” is substituted in each place “at least 80%” appears, provided, however, that when the relevant determination is to be based upon legitimate business criteria (as described in Treas. Reg. Section 1.409A-1(b)(5)(iii)(E) and Section 1.409A-1(h)(3)), the phrase “at least 20%” shall be substituted in each place “at least 80%” appears as described above with respect to both a controlled group of corporations and trades or business under common control.

Section 2.33 “ Voluntary Termination ” shall mean any Separation from Service due to retirement or termination of employment that is not initiated by the Company or any Subsidiary.

ARTICLE III

PARTICIPATION AND ELIGIBILITY FOR BENEFITS

Section 3.01 Participation . Each Eligible Employee in the Plan who incurs an Involuntary Termination and who satisfies the conditions of Section 3.02 shall be eligible to receive the Severance Benefits described in this Plan. An Eligible Employee shall not be eligible to receive any other severance benefits from the Company or Subsidiary on account of an Involuntary Termination, unless otherwise provided in the Plan. In addition, any Eligible Employee who is a party to an employment agreement with the Company pursuant to which such Eligible Employee is entitled to severance benefits shall be ineligible to participate in the Plan.

Section 3.02 Conditions .

(a) Eligibility for any Severance Benefits is expressly conditioned on the occurrence of the following within 60 days after the Participant’s Separation from Service Date: (i) execution by the Participant of a Release in the form provided by the Company and delivery of the Release to the Company within 45 days of the Separation from Service Date, and non-revocation of the Release during the seven-day period following the execution of the Release; (ii) compliance by the Participant with all the terms and conditions of such Release, (iii) the Participant’s written agreement to the confidentiality, non-solicitation, non-competition and non-disparagement provisions in Article VI during and after the Participant’s employment with the Company, and (iv) to the extent permitted in Section 4.04 of the Plan, execution of a written agreement that authorizes the deduction of amounts owed to the Company prior to the payment of any Severance Benefits (or in accordance with any other schedule as the Committee may, in its sole discretion, determine to be appropriate). If the Committee determines, in its sole discretion, that the Participant has not fully complied with any of the terms of the Agreement and/or Release, the Committee may deny Severance Benefits not yet in pay status or discontinue the payment of the Participant’s Severance Benefits and may require the Participant, by providing written notice of such repayment obligation to the Participant, to repay any portion of the Severance Benefits already received under the Plan. If the Committee notifies a Participant that repayment of all or any portion of the Severance Benefits received under the Plan is required, such amounts shall be repaid within thirty (30) calendar days of the date the written notice is sent. Any remedy under this subsection (a) shall be in addition to, and not in place of, any other remedy, including injunctive relief, that the Company may have.

(b) Notwithstanding compliance with Section 3.02(a), an Eligible Employee will not be eligible to receive severance benefits under any of the following circumstances:

(i) The Eligible Employee elects a Voluntary Termination:

(ii) The Eligible Employee resigns employment before the job-end date specified by the Employer or while the Employer still desires the Eligible Employee’s services;

(iii) The Eligible Employee’s employment is terminated for Cause;

(iv) The Eligible Employee’s employment is terminated due to the Eligible Employee’s death or Permanent Disability;

(v) The Eligible Employee does not return to work within six (6) months of the onset of an approved leave of absence, other than a personal, educational or military leave and/or as otherwise required by applicable statute;

(vi) The Eligible Employee does not return to work within three (3) months of the onset of a personal or educational leave of absence;

(vii) The Eligible Employee continues in employment with the Company or a Subsidiary or has the opportunity to continue in employment in the same or in an Alternative Position with the Company or a Subsidiary; or

(viii) The Eligible Employee’s employment with the Employer terminates as a result of a sale of shares or assets of the Employer, merger, consolidation, joint venture or a sale or outsourcing of a business unit or function, or other transaction, and the Eligible Employee accepts employment, or has the opportunity to continue employment in an Alternative Position, with the purchaser, joint venture, or other acquiring or outsourcing entity, or a related entity of either the Company or the acquiring entity. The payment of Severance Benefits in the circumstances described in this subsection (x) would result in a windfall to the Eligible Employee, which is not the intention of the Plan.

(c) The Plan Administrator has the sole discretion to determine an Eligible Employee’s eligibility to receive Severance Benefits.

(d) An Eligible Employee returning from approved military leave will be eligible for Severance Benefits if: (i) he/she is eligible for reemployment under the provisions of the Uniformed Services Employment and Reemployment Rights Act (USERRA); (ii) his/her pre-military leave job is eliminated; and (iii) the Employer’s circumstances are changed so as to make reemployment in another position impossible or unreasonable, or re-employment would create an undue hardship for the Employer. If the Eligible Employee returning from military leave qualifies for Severance Benefits, his/her severance benefits will be calculated as if he/she had remained continuously employed from the date he/she began his/her military leave. The Eligible Employee must also satisfy any other relevant conditions for payment set forth in this Section, including execution of a Release.

ARTICLE IV

DETERMINATION OF SEVERANCE BENEFITS

Section 4.01 Amount of Severance Benefits Upon Involuntary Termination . The Severance Benefits to be provided to an Eligible Employee who incurs an Involuntary Termination and is determined to be eligible for Severance Benefits shall be as follows:

(a) Notice Pay . Except for Officers, each Eligible Employee who meets the eligibility requirements for a Severance Benefit under Section 3.01 shall receive 30 calendar days notice as a Notice Period. In the event that the Company determines that a Participant’s last day of work shall be prior to the end of his or her Notice Period, such Employee shall be entitled to pay in lieu of notice for the balance of such Notice Period. Notice Pay paid to an Eligible Employee shall be in addition to, and shall not be offset against, the other Severance Benefits the Participant may be entitled to receive under this Article IV. An Eligible Employee who does not sign, or who revokes his or her signature on, a Release shall only be eligible for Notice Pay. Unless otherwise permitted by the applicable plan documents or laws, an Eligible Employee will not be eligible to apply for short-term disability, long-term disability and/or workers’ compensation during the Notice Period, or anytime thereafter.

(b) Severance Benefits .

(i) Salary continuation shall be provided during the Severance Period applicable to the Participant as set forth on Schedule A. During the Severance Period, the Participant shall receive his or her Base Salary (net of deductions and tax withholdings, as applicable) in accordance with Section 5.01. The Base Salary continuation payment shall commence no earlier than the end of the revocation period applicable to the Release.

(ii) The Participant shall also receive a cash payment equal to his or her Annual Bonus during the Severance Period as set forth on Schedule A. Such Annual Bonus payment shall be paid to the Participant in equal installments over the Severance Period. The Annual Bonus installment payments shall be made at the same time as the Salary continuation benefits in
Section 4.01(b)(i).

(c) Bonus . Subject to the discretion of the Company and to the extent set forth in the applicable annual incentive plans (or equivalent plan), the Participant shall receive a cash payment equal to the amount (if any) of his or her prorated annual bonus (based on the number of full months completed from the beginning of the fiscal year through the Separation from Service) for the year in which Participant’s Separation from Service occurs, assuming the Participant had remained in employment through the end of such year and based on actual performance.

(d) Medical, Dental and Health Care Reimbursement Account Benefits . The Participant shall continue to be eligible to participate in the medical, dental and health care reimbursement account coverage in effect at the date of his or her termination (or generally comparable coverage) for himself or herself and, where applicable, his or her spouse and dependents, as the same may be changed from time to time for employees of the Company generally, as if Participant had continued in employment during the lesser of (i) the Severance Period, or (ii) twelve (12) months (the “Coverage Period”). The Participant shall be responsible for the payment of the employee portion of the medical, dental and health care reimbursement account contributions that are required during the Severance Period and such contributions shall be made within the time period and in the amounts that other employees are required to pay to the Company for similar coverage. The Participant’s failure to pay the applicable contributions shall result in the cessation of the applicable medical and dental coverage for the Participant and his or her spouse or domestic partner and dependents. In the event the Severance Period exceeds twelve months, the Participant will receive a cash lump-sum payment from the Company equal to the projected value of the employer portion of the premiums for medical and dental benefits for the time period between the end of the Coverage Period and the remainder of the Severance Period. Such payment shall be made within sixty (60) days from the end of the Coverage Period. Notwithstanding any other provision of this Plan to the contrary, in the event that a Participant commences employment with another company at any time during the Severance Period and becomes eligible for medical and/or dental coverage under the plans of such other company, the Participant will cease receiving coverage under the Company’s medical and dental plans. Within thirty (30) days of Participant’s commencement of employment with another company, Participant shall provide the Company written notice of such

employment and provide information to the Company regarding the medical and dental benefits provided to Participant by his or her new employer. The COBRA continuation coverage period under section 4980B of the Code shall run concurrently with the Severance Period.

(e) Share Options . Unless otherwise provided in the award agreement covering such equity award, all share options held by the Participant as of his or her Separation from Service Date which would have become exercisable during the twelve (12) month period after Participant’s Separation from Service Date shall become exercisable on each such date within such twelve (12) month period; and (ii) all outstanding share options held by Participant that are exercisable as of the Separation from Service Date and all share options held by the Participant that become exercisable following Participant’s Separation from Service Date, shall be exercisable for the greater of (i) the period set forth in Participant’s option agreement covering such options, or (ii) twelve (12) months from the Separation from Service Date. In no event, however, shall a share option be exercisable beyond its original expiration date.

(f) Restricted Shares, Restricted Units and Performance Units . All restricted shares, restricted units and performance units held by the Participant as of his or her Separation from Service Date shall be treated as provided under and in accordance with the terms of the Plan, modified to the extent provided in the terms and conditions of the applicable award agreement covering such equity award.

(g) Outplacement Services . The Company may, in its sole and absolute discretion, pay the cost of outplacement services for the Participant at the outplacement agency that the Company regularly uses for such purpose or, provided the Executive Vice President, Human Resources of the Company provides prior approval, at an outpatient agency selected by the Participant; provided, however , that the period of outplacement services shall not exceed twelve (12) months from Participant’s Separation from Service Date.

Section 4.02 Voluntary Termination; Termination for Death or Permanent Disability . If the Eligible Employee’s employment terminates due to (i) the Eligible Employee’s Voluntary Termination, (ii) death, or (iii) Permanent Disability, then the Eligible Employee shall not be entitled to receive Severance Benefits under this Plan and shall be entitled only to those benefits (if any) as may be available under the Company’s other benefit plans and policies effective at the time of such termination.

Section 4.03 Termination for Cause . If any Eligible Employee’s employment is terminated by the Company for Cause, the Eligible Employee shall not be entitled to receive Severance Benefits under this Plan and shall be entitled only to those benefits that are legally required to be provided to the Eligible Employee. Notwithstanding any other provision of this Plan to the contrary, if the Committee or the Plan Administrator determines that an Eligible Employee (i) has engaged in conduct that constitutes Cause at any time prior to the Eligible Employee’s Separation from Service Date, or (ii) after the Employee’s Separation from Service Date, has been convicted of or entered a plea of nolo contendere with respect to either a felony, or a misdemeanor which involves dishonesty, fraud or morally repugnant behavior, based on conduct which occurred prior to the Eligible Employee’s Separation from Service Date, any Severance Benefit payable to the Eligible Employee under this Plan shall immediately cease, and the Eligible Employee shall be required to return any Severance Benefits paid to the Eligible Employee prior to such determination. The Company may withhold paying Severance Benefits under the Plan pending resolution of an inquiry that could lead to a finding resulting in Cause. If the Company has offset other payments owed to the Eligible Employee under any other plan or program, it may, in its sole discretion, waive its repayment right solely with respect to the amount of the offset so credited.

ARTICLE V

METHOD AND DURATION OF SEVERANCE BENEFIT PAYMENTS

Section 5.01 Method of Payment . The Severance Benefit to which a Participant is entitled, as determined pursuant to Section 4.01, shall be paid in equal installments and in accordance with normal payroll practices over the Severance Period; provided, however, that any amount payable pursuant to Section 4.01(c) shall be paid at the same time as bonuses would be payable under the applicable bonus or incentive plan or program, or successor plan, and that COBRA coverage under Section 4.01(d) shall be provided or paid in accordance with the provisions of that subsection. In no event will interest be credited on the unpaid balance for which a Participant may become eligible. Payment shall be made by mailing to the last address provided by the Participant to the Company or such other reasonable method as determined by the Plan Administrator. All payments of Severance Benefits are subject to applicable federal, state and local taxes and withholdings. In the event of the Participant’s death prior to the completion of all payments being made, the remaining payments shall be paid to the Participant’s estate in a single lump sum payment within sixty (60) days following the date of the Participant’s death.

Section 5.02 Other Arrangements . The Severance Benefits under this Plan are not additive or cumulative to severance or termination benefits that a Participant might also be entitled to receive under the terms of a written employment agreement, a severance agreement or any other arrangement with the Employer. As a condition of participating in the Plan, the Eligible Employee must expressly agree that this Plan supersedes all prior agreements, and sets forth the entire Severance Benefit the Eligible Employee is entitled to while an Eligible Employee in the Plan. The provisions of this Plan may provide for payments to the Eligible Employee under certain compensation or incentive plans under circumstances where such plans would not provide for payment thereof. It is the specific intention of the Company that the provisions of this Plan shall supersede any provisions to the contrary in such plans, to the extent permitted by applicable law, and such plans shall be deemed to be have been amended to correspond with this Plan without further action by the Company or the Board.

Section 5.03 Code Section 409A .

(a) Notwithstanding any provision of the Plan to the contrary, if required by Code Section 409A and if a Participant is a Key Employee, no Severance Benefits shall be paid to the Participant during the Postponement Period. If a Participant is a Key Employee and payment of Benefits is required to be delayed for the Postponement Period under Code Section 409A, the accumulated amounts withheld due to Code Section 409A shall be paid in a lump sum payment within 30 days after the end of the Postponement Period and no interest or other adjustment shall be made for the delayed payment. If the Participant dies during the Postponement Period prior to the payment of Benefits, the amounts withheld due to Code Section 409A shall be paid to the Participant’s estate within 60 days after the Participant’s death.

Section 5.04 Termination of Eligibility for Benefits .

(a) All Eligible Employees shall cease to be eligible to participate in this Plan, and all Severance Benefit payments shall cease upon the occurrence of the earlier of:

(i) Subject to Article VIII, termination or modification of the Plan; or

(ii) Completion of payment to the Participant of the Severance Benefit for which the Participant is eligible under Article IV.

(b) Notwithstanding anything herein to the contrary, the Company shall have the right to cease all Severance Benefit payments and to recover payments previously made to the Participant should the Participant at any time breach the Participant’s undertakings under the terms of the Plan, including but not limited to, the confidentiality, non-competition, non-solicitation and non-disparagement provisions of Article VI, or the Release.

ARTICLE VI

CONFIDENTIALITY, COVENANT NOT TO COMPETE AND NOT TO SOLICIT

Section 6.02 Non-Competition . The Participant acknowledges that he or she performs services of a unique nature for the Company that are irreplaceable, and that his or her performance of such services for a competing business will result in irreparable harm to the Company. Accordingly, except as prohibited by law, during the Participant’s employment with the Company or a Subsidiary or affiliate and for the one (1) year period following termination of employment for any reason, the Participant agrees that the Participant will not, directly or indirectly, own, manage, operate, control (including indirectly through a debt or equity investment), provide services to, or be employed by any person or entity engaged in any business that is (i) located in or provides services or products to a region with respect to which the Participant had substantial responsibilities while employed by the Company or its present or former parent, subsidiaries or affiliates, and (ii) competitive with (A) the line of business or businesses of the Company or its present or former parent, subsidiaries or affiliates that the Participant was employed with during the Participant’s employment (including any prospective business to be developed or acquired that was proposed at the date of termination of employment), or (B) any other business of the Company or its present or former parent, subsidiaries or affiliates with respect to which the Participant had substantial exposure during such employment. This Section 6.02 shall not prevent the Participant from owning not more than one percent of the total shares of all classes of stock outstanding of any publicly held entity engaged in such business, nor will it restrict the Participant from rendering services to charitable organizations, as such term is defined in section 501(c) of the Code.

Section 6.03 Non-Solicitation . The Participant agrees that during the Participant’s employment with the Company or its present or former parent, subsidiaries or affiliates, and for the two-year period thereafter, the Participant will not, directly or indirectly, on the Participant’s own own behalf or on behalf of another (i) solicit, recruit, aid or induce any employee of the Company or its present or former parent, subsidiaries or affiliates to leave their employment with the Company or its present or former parent, subsidiaries or affiliates in order to accept employment with or render services to another person or entity unaffiliated with the Company or its present or former parent, subsidiaries or affiliates, or hire or knowingly take any action to assist or aid any other person or entity in identifying or hiring any such employee, or (ii) solicit, aid, or induce any customer of the Company or its present or former parent, subsidiaries or affiliates to purchase goods or services then sold by the Company or its present or former parent, subsidiaries or affiliates from another person or entity, or assist or aid any other persons or entity in identifying or soliciting any such customer, or (iii) otherwise interfere with the relationship of the Company or its present or former parent, subsidiaries or affiliates with any of its employees, customers, agents, or representatives.

Section 6.04 Non-Disparagement . Each of the Participant and the Company (for purposes hereof, the Company shall mean only the executive officers and directors thereof and not any other employees) agrees not to make any statements that disparage the other party, or in the case of the Company or its Subsidiaries, their respective affiliates, employees, officers, directors, products or services. Notwithstanding the foregoing, statements made in the course of sworn testimony in administrative, judicial or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) shall not be subject to this Section 6.04.

Section 6.05 Reasonableness . In the event the provisions of this Article VI shall ever be deemed to exceed the time, service, scope, geographic or other limitations permitted by applicable laws in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, service, scope, geographic or other limitations, as the case may be, permitted by applicable law.

Section 6.06 Equitable Relief .

(c) The Participant irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising under this Plan, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in the United States District Court for the District of New York, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in New York, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Participant may have to the laying of venue of any such suit, action or proceeding in any such court. Participant also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 11.02.

Section 6.07 Survival of Provisions . The obligations contained in this Article VI shall survive the termination of Participant’s employment with the Company or a Subsidiary and shall be fully enforceable thereafter.

ARTICLE VII

THE PLAN ADMINISTRATOR

Section 7.01 Authority and Duties . It shall be the duty of the Plan Administrator, on the basis of information supplied to it by the Company and the Committee, to properly administer the Plan. The Plan Administrator shall have the full power, authority and discretion to construe, interpret and administer the Plan, to make factual determinations, to correct deficiencies therein, and to supply omissions. All decisions, actions and interpretations of the Plan Administrator shall be final, binding and conclusive upon the parties, subject only to determinations by the Named Appeals Fiduciary (as defined in Section 10.04), with respect to denied claims for Severance Benefits. The Plan Administrator may adopt such rules and regulations and may make such decisions as it deems necessary or desirable for the proper administration of the Plan.

Section 7.02 Compensation of the Plan Administrator . The Plan Administrator shall receive no compensation for services as such. However, all reasonable expenses of the Plan Administrator shall be paid or reimbursed by the Company upon proper documentation. The Plan Administrator shall be indemnified by the Company against personal liability for actions taken in good faith in the discharge of the Plan Administrator’s duties.

ARTICLE VIII

AMENDMENT, TERMINATION AND DURATION

Section 8.01 Amendment, Suspension and Termination . Except as otherwise provided in this Section 8.01, the Board or its delegate shall have the right, at any time and from time to time, to amend, suspend or terminate the Plan in whole or in part, for any reason or without reason, and without either the consent of or the prior notification to any Participant, by a formal written action. No such amendment shall give the Company the right to recover any amount paid to a Participant prior to the date of such amendment or to cause the cessation of Severance Benefits already approved for a Participant who has executed a Release as required under Section 3.02. Any amendment or termination of the Plan must comply with all applicable legal requirements including, without limitation, compliance with Code Section 409A and the regulations and ruling promulgated thereunder, securities, tax, or other laws, rules, regulations or regulatory interpretations thereof, applicable to the Plan.

Section 8.02 Duration . Unless terminated sooner by the Board or its delegate, the Plan shall continue in full force and effect until termination of the Plan pursuant to Section 8.01; provided, however, that after the termination of the Plan, if any Participants terminated employment due to an Involuntary Termination prior to the termination of the Plan and are still receiving Severance Benefits under the Plan, the Plan shall remain in effect until all of the obligations of the Company are satisfied with respect to such Participants.

ARTICLE IX

DUTIES OF THE COMPANY AND THE COMMITTEE

Section 9.01 Records . The Company or a Subsidiary thereof shall supply to the Committee all records and information necessary to the performance of the Committee’s duties.

Section 9.03 Discretion . Any decisions, actions or interpretations to be made under the Plan by the Board, the Committee and the Plan Administrator, acting on behalf of either, shall be made in each of their respective sole discretion, not in any fiduciary capacity and need not be uniformly applied to similarly situated individuals and such decisions, actions or interpretations shall be final, binding and conclusive upon all parties. As a condition of participating in the Plan, the Eligible Employee acknowledges that all decisions and determinations of the Board, the Committee and the Plan Administrator shall be final and binding on the Eligible Employee, his or her beneficiaries and any other person having or claiming an interest under the Plan on his or her behalf.

ARTICLE X

CLAIMS PROCEDURES

Section 10.01 Claim . Each Participant under this Plan may file a claim for Severance Benefits hereunder by completing and filing with the Plan Administrator a written request for review in the manner specified by the Plan Administrator. No appeal is permissible as to an Eligible Employee’s eligibility for, or a Participant’s amount of, Severance Benefist, which are decisions made solely within the discretion of the Company, and the Committee acting on behalf of the Company. No person may bring an action for any alleged wrongful denial of Plan benefits in a court of law unless the claims procedures described in this Article X are exhausted and a final determination is made by the Plan Administrator and/or the Named Appeals Fiduciary. If an Eligible Employee or Participant or other interested person challenges a decision by the Plan Administrator and/or Named Appeals Fiduciary, a review by the court of law will be limited to the facts, evidence and issues presented to the Plan Administrator during the claims procedure set forth in this Article X. Facts and evidence that become known to the terminated Eligible Employee or Participant or other interested person after having exhausted the claims procedure must be brought to the attention of the Plan Administrator for reconsideration of the claims administrator. Issues not raised with the Plan Administrator and/or Named Appeals Fiduciary will be deemed waived.

Section 10.02 Initial Claim . Before the date on which payment of a Severance Benefit commences, each such application must be supported by such information as the Plan Administrator deems relevant and appropriate. In the event that any claim relating to Severance Benefits is denied in whole or in part, the terminated Participant or his or her beneficiary (“claimant”) whose claim has been so denied shall be notified of such denial in writing by the Plan Administrator within ninety (90) days after the receipt of the claim for benefits. This period may be extended an additional ninety (90) days if the Plan Administrator determines such extension is necessary and the Plan Administrator provides notice of extension to the claimant prior to the end of the initial ninety (90) day period. The notice advising of the denial shall specify the following: (i) the reason or reasons for denial, (ii) the specific Plan provisions on which the determination was based, (iii) any additional material or information necessary for the claimant to perfect the claim (explaining why such material or information is needed), and (iv) the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under section 502(a) of ERISA following an adverse benefit determination on review.

Section 10.03 Appeals of Denied Administrative Claims . All appeals shall be made by the following procedure:

(c) The Named Appeals Fiduciary shall render a determination upon the appealed claim which determination shall be accompanied by a written statement as to the reasons therefor. The determination shall be made to the claimant within sixty (60) days of the claimant’s request for review, unless the Named Appeals Fiduciary determines that special circumstances require an extension of time for processing the claim. In such case, the Named Appeals Fiduciary shall notify the claimant of the need for an extension of time to render its decision prior to the end of the initial sixty (60) day period, and the Named Appeals Fiduciary shall have an additional sixty (60) day period to make its determination. The determination so rendered shall be binding upon all parties. If the determination is adverse to the claimant, the notice shall provide (i) the reason or reasons for denial, (ii) the specific Plan provisions on which the determination was based, (iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits, and (iv) a statement that the claimant has the right to bring an action under section 502(a) of ERISA.

Section 10.04 Appointment of the Named Appeals Fiduciary . The Named Appeals Fiduciary shall be the person or persons named as such by the Board or Committee, or, if no such person or persons be named, then the person or persons named by the Plan Administrator as the Named Appeals Fiduciary. Named Appeals Fiduciaries may at any time be removed by the Board or Committee, and any Named Appeals Fiduciary named by the Plan Administrator may be removed by the Plan Administrator. All such removals may be with or without cause and shall be effective on the date stated in the notice of removal. The Named Appeals Fiduciary shall be a “Named Fiduciary” within the meaning of ERISA, and unless appointed to other fiduciary responsibilities, shall have no authority, responsibility, or liability with respect to any matter other than the proper discharge of the functions of the Named Appeals Fiduciary as set forth herein.

ARTICLE XI

MISCELLANEOUS

Section 11.03 Successors . Any successor to the Company shall assume the obligations under this Plan and expressly agree to perform the obligations under this Plan.

Section 11.05 No Mitigation . Except as otherwise provided in Section 4.01(d) and Section 4.04, Participants shall not be required to mitigate the amount of any Severance Benefit provided for in this Plan by seeking other employment or otherwise, nor shall the amount of any Severance Benefit provided for herein be reduced by any compensation earned by other employment or otherwise, except if the Participant is re-employed by the Company, in which case Severance Benefits shall cease.

Section 11.07 Severability of Provisions . Except as set forth in Section 6.05, f any provision of this Plan shall be held invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect any other provisions hereof, and this Plan shall be construed and enforced as if such provisions had not been included.

Section 11.13 Lost Payees . A benefit shall be deemed forfeited if the Committee is unable to locate a Participant to whom a Severance Benefit is due. Such Severance Benefit shall be reinstated if application is made by the Participant for the forfeited Severance Benefit while this Plan is in operation.

Section 11.14 Controlling Law . This Plan shall be construed and enforced according to the laws of the State of New York to the extent not superseded by Federal law.

SCHEDULE A

SEVERANCE BENEFITS


Employee Classification	Severance Period	Severance Benefits (Salary Continuation and Annual Bonus)
CEO	24 months	2.0 times annual Base Salary and Annual Bonus
Officers	24 months	2.0 times annual Base Salary and Annual Bonus
Band 1 & 2 Direct Reports to CEO	18 months	1.5 times annual Base Salary and Annual Bonus
Other Band 1 & 2	12 months	1.0 times annual Base Salary and Annual Bonus

Notwithstanding the foregoing, for Participants whose benefit is provided pursuant to a supplemental unemployment benefits trust, cash Severance Benefits shall be paid for the period of time set forth under the plan, with the trust being the exclusive source of all salary continuation other than Notice Pay.

A-1

EXHIBIT 99.1

LOGO

Investor Contacts:

Antonella Franzen

+1-609-720-4665

afranzen@tyco.com

Leila Peters

+1-609-720-4545

lpeters@tyco.com

Media Contact:

Stephen Wasdick

+1-609-806-2262

swasdick@tyco.com

FOR IMMEDIATE RELEASE

TYCO COMPLETES MOVE OF GLOBAL HEADQUARTERS TO IRELAND

CORK, Ireland, Nov. 17, 2014 /PRNewswire/ — Tyco International plc (NYSE: TYC) today announced the completion of the merger between Tyco International Ltd. and its wholly owned subsidiary, Tyco International plc, a company incorporated under the laws of Ireland. As a result of the merger, each shareholder of Tyco International Ltd. received one share of Tyco International plc for each share of Tyco International Ltd. held immediately prior to the merger.

Tyco also announced that its new global headquarters is located in Cork, at the same site as its global business services center, which was established earlier this year. Tyco expects to hire an estimated 600 employees in Cork over the next three years, bringing its total employment in Ireland to approximately 700.

ABOUT TYCO

Tyco (NYSE: TYC) is the world’s largest pure-play fire protection and security company. Tyco provides more than three million customers around the globe with the latest fire protection and security products and services. A company with $10+ billion in annual revenue, Tyco has over 57,000 employees in more than 900 locations across 50 countries serving various end markets, including commercial, institutional, governmental, retail, industrial, energy, residential and small business. For more information, visit www.tyco.com.

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