Common use of Electronics Options Clause in Contracts

Electronics Options. (i) On behalf of all Electronics Employees who hold Tyco Options, prior to the Distribution Date, Tyco shall take all actions necessary such that each Tyco Option held by an Electronics Employee which is outstanding immediately prior to the Distribution Date, whether vested or unvested, other than any Tyco Option subject to the provisions of Section 6.1(d) below, shall, as of the Distribution Date, be converted into an option to acquire Electronics Common Stock (an “Electronics Option”) in accordance with the succeeding paragraphs of this Section 6.1(b). (ii) The number of shares subject to the Electronics Option shall equal the number of shares of Tyco Common Stock subject to the Tyco Option multiplied by a fraction, the numerator of which is the Closing Tyco Stock Price and the denominator of which is the last per share trading price of Electronics Common Stock when-issued (NYSE — TEL) in the last trade on the NYSE immediately prior to the Distribution (the “Pre-Distribution Electronics Stock Price”), with the resulting number of shares subject to the Electronics Option being rounded down to the nearest whole share. (iii) The per share exercise price of the Electronics Option shall be equal to the product of (A) the original exercise price of the Tyco Option multiplied by (B) a fraction, the numerator of which shall be the Pre-Distribution Electronics Stock Price and the denominator of which shall be the Closing Tyco Stock Price, which product shall be rounded up to the nearest ten-thousandth of a cent (four decimal places). (iv) Prior to the Distribution Date, Tyco shall cause Electronics to adopt the Tyco Electronics Ltd. 2007 Stock and Incentive Plan (the “2007 Electronics Stock and Incentive Plan”), effective as of the Distribution Date, shall ensure or cause Electronics to ensure that the shares issuable under such plan have been registered on Form S-8 (or successor form) promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended, and shall approve, as the sole stockholder, the adoption of the 2007 Electronics Stock and Incentive Plan. On or prior to the Distribution Date, Tyco shall take all actions deemed necessary and appropriate to revise award agreements issued with respect to any Tyco Option converted to an Electronics Option to ensure that the terms and conditions of the Electronics Options described in Section 6.1(a) above are substantially similar to the terms and conditions applicable to the corresponding Tyco Option, including the terms and conditions relating to vesting and the post-termination exercise period.

Electronics Options. (i) On behalf of all Electronics Employees who hold Tyco Options, prior to the Distribution DateDistribution, Tyco shall take all actions necessary such that each Tyco Option held by an Electronics Employee which is outstanding immediately prior to the Distribution DateDistribution, whether vested or unvested, other than any Tyco Option subject to the provisions of Section 6.1(d) below, shall, as of 12:00:01 a.m. Eastern Standard Time on the Distribution Date, be converted into an option to acquire Electronics Common Stock (an “Electronics Option”) in accordance with the succeeding paragraphs of this Section 6.1(b). (ii) The number of shares subject to the Electronics Option shall equal the number of shares of Tyco Common Stock subject to the Tyco Option multiplied by a fraction, the numerator of which is the Closing Tyco Stock Price and the denominator of which is the last per share trading price of Electronics Common Stock when-issued (NYSE — –TEL-WI) in the last trade on the NYSE immediately prior to the Distribution (the “Pre-Distribution Electronics Stock Price”), with the resulting number of shares subject to the Electronics Option being rounded down to the nearest whole share. (iii) The per share exercise price of the Electronics Option shall be equal to the product of (A) the original exercise price of the Tyco Option multiplied by (B) a fraction, the numerator of which shall be the Pre-Distribution Electronics Stock Price and the denominator of which shall be the Closing Tyco Stock Price, which product shall be rounded up to the nearest ten-thousandth hundredth of a cent (four decimal places). (iv) Prior to the Distribution Date, Tyco shall cause Electronics to adopt the Tyco Electronics Ltd. 2007 Stock and Incentive Plan (the “2007 Electronics Stock and Incentive Plan”), effective as of 12:00:01 a.m. Eastern Standard Time on the Distribution Date, shall ensure or cause Electronics to ensure that the shares issuable under such plan have been registered on Form S-8 (or successor form) promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended, and shall approve, as the sole stockholder, the adoption of the 2007 Electronics Stock and Incentive Plan. On or prior to 12:00:01 a.m. Eastern Standard Time on the Distribution Date, Tyco shall take all actions deemed necessary and appropriate to revise award agreements issued with respect to any Tyco Option converted to an Electronics Option to ensure that the terms and conditions of the Electronics Options described in Section 6.1(a) above are substantially similar to the terms and conditions applicable to the corresponding Tyco Option, including the terms and conditions relating to vesting and the post-termination exercise period.

Electronics Options. (i) On behalf of all Electronics Employees who hold Tyco Options, prior to the Distribution Date, Tyco shall take all actions necessary such that each Tyco Option held by an Electronics Employee which is outstanding immediately prior to the Distribution Date, whether vested or unvested, other than any Tyco Option subject to the provisions of Section 6.1(d) below, shall, as of 12:00:01 on the Distribution Date, be converted into an option to acquire Electronics Common Stock (an “Electronics Option”) in accordance with the succeeding paragraphs of this Section 6.1(b). (ii) The number of shares subject to the Electronics Option shall equal the number of shares of Tyco Common Stock subject to the Tyco Option multiplied by a fraction, the numerator of which is the Closing Tyco Stock Price and the denominator of which is the last per share trading price of Electronics Common Stock when-issued (NYSE — –TEL-WI) in the last trade on the NYSE immediately prior to the Distribution (the “Pre-Distribution Electronics Stock Price”), with the resulting number of shares subject to the Electronics Option being rounded down to the nearest whole share. (iii) The per share exercise price of the Electronics Option shall be equal to the product of (A) the original exercise price of the Tyco Option multiplied by (B) a fraction, the numerator of which shall be the Pre-Distribution Electronics Stock Price and the denominator of which shall be the Closing Tyco Stock Price, which product shall be rounded up to the nearest ten-thousandth of a cent (four decimal places). (iv) Prior to the Distribution Date, Tyco shall cause Electronics to adopt the Tyco Electronics Ltd. 2007 Stock and Incentive Plan (the “2007 Electronics Stock and Incentive Plan”), effective as of 12:00:01 on the Distribution Date, shall ensure or cause Electronics to ensure that the shares issuable under such plan have been registered on Form S-8 (or successor form) promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended, and shall approve, as the sole stockholder, the adoption of the 2007 Electronics Stock and Incentive Plan. On or prior to 12:00:01 on the Distribution Date, Tyco shall take all actions deemed necessary and appropriate to revise award agreements issued with respect to any Tyco Option converted to an Electronics Option to ensure that the terms and conditions of the Electronics Options described in Section 6.1(a) above are substantially similar to the terms and conditions applicable to the corresponding Tyco Option, including the terms and conditions relating to vesting and the post-termination exercise period.