Common use of Performance Share Units Clause in Contracts

Performance Share Units. (A) Each Tyco Performance Share Unit award that is outstanding immediately prior to the Distribution Date (as adjusted to reflect the number of such units then outstanding as a result of fiscal year 2006 performance) shall be converted in the exact same manner as Restricted Stock Units granted on or after September 29, 2006 are converted pursuant to Section 6.2(b)(ii) above; provided, however, that each Tyco Performance Share Unit award that is held by an employee listed in Schedule 6.1(d) and is outstanding immediately prior to the Distribution Date (as adjusted to reflect the number of such units then outstanding as a result of fiscal year 2006 performance) shall be converted into Tyco Performance Share Units, Healthcare Performance Share Units and Electronics Performance Share Units as if such awards were Restricted Stock awards converted pursuant to Section 6.2(a). (B) The Parties shall take all necessary actions to provide that the terms and conditions of such converted Performance Share Unit awards shall be modified to provide that the converted Performance Share Unit awards shall be payable at the end of the three-year performance cycle without regard to the originally established performance criteria, provided that the employee remains continuously employed with Tyco, Healthcare or Electronics through such date (subject to any acceleration of vesting upon death, disability, retirement, change of control or termination of employment as a result of divesture or outsourcing as provided for in any original Performance Share Unit award agreements.)

Performance Share Units. (A) Each Tyco Performance Share Unit award that is outstanding immediately prior to the Distribution Date (as adjusted to reflect the number of such units then outstanding as a result of fiscal year 2006 performance) shall be converted in the exact same manner and time as Restricted Stock Units granted on or after September 29, 2006 are converted pursuant to Section 6.2(b)(ii) above; provided, however, that each Tyco Performance Share Unit award that is held by an employee listed in Schedule 6.1(d) and is outstanding immediately prior to the Distribution Date (as adjusted to reflect the number of such units then outstanding as a result of fiscal year 2006 performance) shall be converted into Tyco Performance Share Units, Healthcare Performance Share Units and Electronics Performance Share Units as if such awards were Restricted Stock awards converted pursuant to Section 6.2(a). (B) The Parties shall take all necessary actions to provide that the terms and conditions of such converted Performance Share Unit awards shall be modified to provide that the converted Performance Share Unit awards shall be payable at the end of the three-year performance cycle without regard to the originally established performance criteria, provided that the employee remains continuously employed with Tyco, Healthcare or Electronics through such date (subject to any acceleration of vesting upon death, disability, retirement, change of control or termination of employment as a result of divesture or outsourcing as provided for in any original Performance Share Unit award agreements.)