Common use of Restricted Stock Units, Performance Share Units and Deferred Stock Units Clause in Contracts

Restricted Stock Units, Performance Share Units and Deferred Stock Units. (i) Restricted Stock Units Granted Prior to October 12, 2011. Each Trident Restricted Stock Unit award granted prior to October 12, 2011 that is outstanding immediately prior to the Distribution shall be converted so that immediately after the Fountain Distribution Date, the holder has, in addition to the original Trident Restricted Stock Unit award, an additional award of Fountain Restricted Stock Units and, if the Athens Distribution Date occurs simultaneously, Athens Restricted Stock Units (as defined in the Athens NA Agreement). The number of additional Fountain Restricted Stock Units and Athens Restricted Stock Units awarded shall be determined pursuant to Section 4.1 as if the Restricted Stock Units award represented actual shares of Trident Common Stock and such Fountain Restricted Stock Units shall generally have the same terms and conditions (including vesting schedule) associated with the original Trident Restricted Stock Units. (ii) Restricted Stock Units Granted on or After October 12, 2011. Each Trident Restricted Stock Unit award granted on or after October 12, 2011 that is outstanding immediately prior to the Distribution shall be converted as of 12:00:01 a.m. Eastern Standard Time on the Fountain Distribution Date into Restricted Stock Units as follows: (A) On behalf of all Fountain Employees who hold such Restricted Stock Units, Trident shall convert such units into Restricted Stock Units payable solely in Fountain shares which shall generally have the same terms and conditions (including vesting schedule) associated with such original Trident Restricted Stock Unit award. The number of Fountain Restricted Stock Units shall equal the number of outstanding Trident Restricted Stock Units as of the Fountain Distribution Date, multiplied by a fraction, the numerator of which is the Closing Trident Stock Price and the denominator of which is the Pre-Distribution Fountain Stock Price, which product shall be rounded down to the nearest whole number of units with a cash payment to be made by Fountain for any fractional units. Notwithstanding the foregoing, if the cash payment at such time would cause a Fountain Employee to be subject to the additional taxes of Code Section 409A, then the cash payment shall be made at the time the Fountain Restricted Stock Units are otherwise payable in accordance with the terms of the governing award agreement. (B) On behalf of all Trident Employees who hold such Restricted Stock Units, Trident shall convert such Units into Restricted Stock Units payable solely in Trident shares which shall generally have the same terms and conditions (including vesting schedule) associated with such original Trident Restricted Stock Unit award. The number of adjusted Trident Restricted Stock Units shall equal the original number of outstanding Trident Restricted Stock Units as of the Fountain Distribution Date, multiplied by a fraction, the numerator of which is the Closing Trident Stock Price and the denominator of which is Pre-Distribution Trident Stock Price, which product shall be rounded down to the nearest whole number of units with a cash payment to be made by Trident for any fractional units.

Restricted Stock Units, Performance Share Units and Deferred Stock Units. (i) Restricted Stock Units Granted Prior to October 12September 29, 20112006. Each Trident Tyco Restricted Stock Unit award granted prior to October 12September 29, 2011 2006 that is outstanding immediately prior to the Distribution Date shall be converted so that immediately after in the Fountain Distribution Date, the holder has, in addition to the original Trident exact same fashion as Restricted Stock Unit award, an additional award of Fountain Restricted Stock Units and, if the Athens Distribution Date occurs simultaneously, Athens Restricted Stock Units (as defined in the Athens NA Agreement). The number of additional Fountain Restricted Stock Units and Athens Restricted Stock Units awarded shall be determined awards are converted pursuant to Section 4.1 6.2(a); provided, however, that awards classified for administrative purposes as “2004Un-07” or “2004UnUk-07,” shall be treated as if the Restricted Stock Units award represented actual shares of Trident Common Stock and such Fountain Restricted Stock Units shall generally have the same terms and conditions (including vesting scheduleit were granted on or after September 29, 2006, as set forth in Section 6.2(b)(ii) associated with the original Trident Restricted Stock Unitsbelow. (ii) Restricted Stock Units Granted on or After October 12September 29, 20112006. Each Trident Tyco Restricted Stock Unit award granted on or after October 12September 29, 2011 2006 that is outstanding immediately prior to the Distribution Date shall be converted as of 12:00:01 a.m. Eastern Standard Time on the Fountain Distribution Date into Restricted Stock Units as follows: (A) On behalf of all Fountain Healthcare Employees who hold such Restricted Stock Units, Trident Healthcare shall convert such units into issue a replacement Restricted Stock Units payable solely in Fountain shares Unit which shall generally have retain the same terms and conditions (including vesting schedule) schedule associated with such original Trident Tyco Restricted Stock Unit award. The number of Fountain Healthcare Restricted Stock Units shall equal the number of outstanding Trident Tyco Restricted Stock Units as of the Fountain Distribution Date, multiplied by a fraction, the numerator of which is the Closing Trident Tyco Stock Price Price, and the denominator of which is the Pre-Distribution Fountain Healthcare Stock Price, which product shall be rounded down to the nearest whole number of units with a cash payment to be made by Fountain for any fractional units. Notwithstanding the foregoing, if the cash payment at such time would cause a Fountain Employee to be subject to the additional taxes of Code Section 409A, then the cash payment shall be made at the time the Fountain Restricted Stock Units are otherwise payable in accordance with the terms of the governing award agreement. (B) On behalf of all Trident Electronics Employees who hold such Restricted Stock Units, Trident Electronics shall convert such Units into issue a replacement Restricted Stock Units payable solely in Trident shares Unit which shall generally have retain the same terms and conditions (including vesting schedule) schedule associated with such original Trident Tyco Restricted Stock Unit award. The number of adjusted Trident Electronics Restricted Stock Units shall equal the original number of outstanding Trident Tyco Restricted Stock Units as of the Fountain Distribution Date, multiplied by a fraction, the numerator of which is the Closing Trident Tyco Stock Price and the denominator of which is Pre-Distribution Trident Electronics Stock Price, which product shall be rounded down to the nearest whole number of units with a cash payment to be made by Trident for any fractional units. (C) On behalf of all Tyco Employees who hold such Restricted Stock Units, Tyco shall issue a revised Restricted Stock Unit which shall retain the vesting schedule associated with such original Tyco Restricted Stock Unit award. The number of adjusted Tyco Restricted Stock Units shall equal the original number of outstanding Tyco Restricted Stock Units as of the Distribution Date, multiplied by a fraction, the numerator of which is the Closing Tyco Stock Price and the denominator of which is Pre-Distribution Tyco Stock Price, which product shall be rounded down to the nearest whole number of units with a cash payment for any fractional units.

Restricted Stock Units, Performance Share Units and Deferred Stock Units. (i) Restricted Stock Units Granted Prior to October 12, 2011. Each Trident Tyco Restricted Stock Unit award granted prior to October 12, 2011 that is outstanding immediately prior to the ADT NA Distribution shall be converted so that immediately after the Fountain ADT NA Distribution Date, the holder has, in addition to the original Trident Tyco Restricted Stock Unit award, an additional award of Fountain ADT NA Restricted Stock Units and, if the Athens Flow Control Distribution Date occurs simultaneously, Athens Flow Control Restricted Stock Units (as defined in the Athens NA Flow Control Agreement). The number of additional Fountain Restricted Stock Units and Athens ADT NA Restricted Stock Units awarded shall be determined pursuant to Section 4.1 as if the Restricted Stock Units award represented actual shares of Trident Tyco Common Stock and such Fountain ADT NA Restricted Stock Units shall generally have the same terms and conditions (including vesting schedule) associated with the original Trident Tyco Restricted Stock Units. The number of additional Flow Control Restricted Stock Units awarded shall be determined pursuant to Section 4.1 and Section 6.2 of the Flow Control Agreement. (ii) Restricted Stock Units Granted on or After October 12, 2011. Each Trident Tyco Restricted Stock Unit award granted on or after October 12, 2011 that is outstanding immediately prior to the Distribution shall be converted as of 12:00:01 a.m. Eastern Standard Daylight Time on the Fountain ADT NA Distribution Date into Restricted Stock Units as follows: (A) On behalf of all Fountain ADT North American R/SB Employees who hold such Restricted Stock Units, Trident Tyco shall convert such units into Restricted Stock Units payable solely in Fountain ADT NA shares which shall generally have the same terms and conditions (including vesting schedule) associated with such original Trident Tyco Restricted Stock Unit award. The number of Fountain ADT NA Restricted Stock Units shall equal the number of outstanding Trident Tyco Restricted Stock Units as of the Fountain ADT NA Distribution Date, multiplied by a fraction, the numerator of which is the Closing Trident Tyco Stock Price and the denominator of which is the Pre-Distribution Fountain ADT NA Stock Price, which product shall be rounded down to the nearest whole number of units with a cash payment to be made by Fountain ADT NA for any fractional units. Notwithstanding the foregoing, if the cash payment at such time would cause a Fountain an ADT North American R/SB Employee to be subject to the additional taxes of Code Section 409A, then the cash payment shall be made at the time the Fountain ADT NA Restricted Stock Units are otherwise payable in accordance with the terms of the governing award agreement. (B) On behalf of all Trident Tyco Employees who hold such Restricted Stock Units, Trident Tyco shall convert such Units into Restricted Stock Units payable solely in Trident Tyco shares which shall generally have the same terms and conditions (including vesting schedule) associated with such original Trident Tyco Restricted Stock Unit award. The number of adjusted Trident Tyco Restricted Stock Units shall equal the original number of outstanding Trident Tyco Restricted Stock Units as of the Fountain ADT NA Distribution Date, multiplied by a fraction, the numerator of which is the Closing Trident Tyco Stock Price and the denominator of which is Pre-Distribution Trident Tyco Stock Price, which product shall be rounded down to the nearest whole number of units with a cash payment to be made by Trident Tyco for any fractional units.

Restricted Stock Units, Performance Share Units and Deferred Stock Units. (i) Restricted Stock Units Granted Prior to October 12, 2011. Each Trident Restricted Stock Unit award granted prior to October 12, 2011 that is outstanding immediately prior to the Distribution shall be converted so that immediately after the Fountain Distribution Date, the holder has, in addition to the original Trident Restricted Stock Unit award, an additional award of Fountain Restricted Stock Units and, if the Athens Distribution Date occurs simultaneously, Athens Restricted Stock Units (as defined in the Athens NA Agreement). The number of additional Fountain Restricted Stock Units and Athens Restricted Stock Units awarded shall be determined pursuant to Section 4.1 as if the Restricted Stock Units award represented actual shares of Trident Common Stock and such Fountain Restricted Stock Units shall generally have the same terms and conditions (including vesting schedule) associated with the original Trident Restricted Stock Units. (ii) Restricted Stock Units Granted on or After October 12, 2011. Each Trident Restricted Stock Unit award granted on or after October 12, 2011 that is outstanding immediately prior to the Distribution shall be converted as of 12:00:01 a.m. Eastern Standard Daylight Time on the Fountain Distribution Date into Restricted Stock Units as follows: (A) On behalf of all Fountain Employees who hold such Restricted Stock Units, Trident shall convert such units into Restricted Stock Units payable solely in Fountain shares which shall generally have the same terms and conditions (including vesting schedule) associated with such original Trident Restricted Stock Unit award. The number of Fountain Restricted Stock Units shall equal the number of outstanding Trident Restricted Stock Units as of the Fountain Distribution Date, multiplied by a fraction, the numerator of which is the Closing Trident Stock Price and the denominator of which is the Pre-Distribution Fountain Stock Price, which product shall be rounded down to the nearest whole number of units with a cash payment to be made by Fountain for any fractional units. Notwithstanding the foregoing, if the cash payment at such time would cause a Fountain Employee to be subject to the additional taxes of Code Section 409A, then the cash payment shall be made at the time the Fountain Restricted Stock Units are otherwise payable in accordance with the terms of the governing award agreement. (B) On behalf of all Trident Employees who hold such Restricted Stock Units, Trident shall convert such Units into Restricted Stock Units payable solely in Trident shares which shall generally have the same terms and conditions (including vesting schedule) associated with such original Trident Restricted Stock Unit award. The number of adjusted Trident Restricted Stock Units shall equal the original number of outstanding Trident Restricted Stock Units as of the Fountain Distribution Date, multiplied by a fraction, the numerator of which is the Closing Trident Stock Price and the denominator of which is Pre-Distribution Trident Stock Price, which product shall be rounded down to the nearest whole number of units with a cash payment to be made by Trident for any fractional units.

Restricted Stock Units, Performance Share Units and Deferred Stock Units. (i) Restricted Stock Units Granted Prior to October 12September 29, 20112006. Each Trident Tyco Restricted Stock Unit award granted prior to October 12September 29, 2011 2006 that is outstanding immediately prior to the Distribution shall be converted so that immediately after in the Fountain Distribution Date, exact same fashion and at the holder has, in addition to the original Trident same time as Restricted Stock Unit award, an additional award of Fountain Restricted Stock Units and, if the Athens Distribution Date occurs simultaneously, Athens Restricted Stock Units (as defined in the Athens NA Agreement). The number of additional Fountain Restricted Stock Units and Athens Restricted Stock Units awarded shall be determined awards are converted pursuant to Section 4.1 6.2(a); provided, however, that awards classified for administrative purposes as “2004Un-07” or “2004UnUk-07,” shall be treated as if the Restricted Stock Units award represented actual shares of Trident Common Stock and such Fountain Restricted Stock Units shall generally have the same terms and conditions (including vesting scheduleit were granted on or after September 29, 2006, as set forth in Section 6.2(b)(ii) associated with the original Trident Restricted Stock Unitsbelow. (ii) Restricted Stock Units Granted on or After October 12September 29, 20112006. Each Trident Tyco Restricted Stock Unit award granted on or after October 12September 29, 2011 2006 that is outstanding immediately prior to the Distribution shall be converted as of 12:00:01 a.m. Eastern Standard Time on the Fountain Distribution Date into Restricted Stock Units as follows: (A) On behalf of all Fountain Healthcare Employees who hold such Restricted Stock Units, Trident Tyco shall convert such units into issue a revised Restricted Stock Units Unit payable solely in Fountain Healthcare shares which shall generally have retain the same terms and conditions (including vesting schedule) schedule associated with such original Trident Tyco Restricted Stock Unit award. The number of Fountain Healthcare Restricted Stock Units shall equal the number of outstanding Trident Tyco Restricted Stock Units as of the Fountain Distribution Date, multiplied by a fraction, the numerator of which is the Closing Trident Tyco Stock Price Price, and the denominator of which is the Pre-Distribution Fountain Healthcare Stock Price, which product shall be rounded down to the nearest whole number of units with a cash payment for any fractional units to be made by Fountain for any fractional units. Notwithstanding the foregoingno later than January 31, if the cash payment at such time would cause a Fountain Employee to be subject to the additional taxes of Code Section 409A, then the cash payment shall be made at the time the Fountain Restricted Stock Units are otherwise payable in accordance with the terms of the governing award agreement2008. (B) On behalf of all Trident Electronics Employees who hold such Restricted Stock Units, Trident Tyco shall convert such Units into issue a revised Restricted Stock Units Unit payable solely in Trident Electronics shares which shall generally have retain the same terms and conditions (including vesting schedule) schedule associated with such original Trident Tyco Restricted Stock Unit award. The number of adjusted Trident Electronics Restricted Stock Units shall equal the original number of outstanding Trident Tyco Restricted Stock Units as of the Fountain Distribution Date, multiplied by a fraction, the numerator of which is the Closing Trident Tyco Stock Price and the denominator of which is Pre-Distribution Trident Electronics Stock Price, which product shall be rounded down to the nearest whole number of units with a cash payment for any fractional units to be made no later than January 31, 2008. (C) On behalf of all Tyco Employees who hold such Restricted Stock Units, Tyco shall issue a revised Restricted Stock Unit payable in Tyco shares which shall retain the vesting schedule associated with such original Tyco Restricted Stock Unit award. The number of adjusted Tyco Restricted Stock Units shall equal the original number of outstanding Tyco Restricted Stock Units as of the Distribution Date, multiplied by Trident a fraction, the numerator of which is the Closing Tyco Stock Price and the denominator of which is Pre-Distribution Tyco Stock Price, which product shall be rounded down to the nearest whole number of units with a cash payment for any fractional unitsunits to be made no later than January 31, 2008. (D) Notwithstanding the foregoing, if the Board of Directors of Tyco declares a shareholder-approved reverse stock split in conjunction with the Distribution, Restricted Stock Unit awards converted pursuant to Section 6.2(b)(ii) will be adjusted as deemed necessary by the Parties to reflect the reverse stock split.

Restricted Stock Units, Performance Share Units and Deferred Stock Units. (i) Restricted Stock Units Granted Prior to October 12September 29, 20112006. Each Trident Tyco Restricted Stock Unit award granted prior to October 12September 29, 2011 2006 that is outstanding immediately prior to the Distribution shall be converted so that immediately after in the Fountain Distribution Date, exact same fashion and at the holder has, in addition to the original Trident same time as Restricted Stock Unit award, an additional award of Fountain Restricted Stock Units and, if the Athens Distribution Date occurs simultaneously, Athens Restricted Stock Units (as defined in the Athens NA Agreement). The number of additional Fountain Restricted Stock Units and Athens Restricted Stock Units awarded shall be determined awards are converted pursuant to Section 4.1 6.2(a); provided, however, that awards classified for administrative purposes as “2004Un-07” or “2004UnUk-07,” shall be treated as if the Restricted Stock Units award represented actual shares of Trident Common Stock and such Fountain Restricted Stock Units shall generally have the same terms and conditions (including vesting scheduleit were granted on or after September 29, 2006, as set forth in Section 6.2(b)(ii) associated with the original Trident Restricted Stock Unitsbelow. (ii) Restricted Stock Units Granted on or After October 12September 29, 20112006. Each Trident Tyco Restricted Stock Unit award granted on or after October 12September 29, 2011 2006 that is outstanding immediately prior to the Distribution shall be converted as of 12:00:01 a.m. Eastern Standard Time on the Fountain Distribution Date into Restricted Stock Units as follows: (A) On behalf of all Fountain Healthcare Employees who hold such Restricted Stock Units, Trident Tyco shall convert such units Units into Restricted Stock Units payable solely in Fountain Healthcare shares which shall generally have retain the same terms and conditions (including vesting schedule) schedule associated with such original Trident Tyco Restricted Stock Unit award. The number of Fountain Healthcare Restricted Stock Units shall equal the number of outstanding Trident Tyco Restricted Stock Units as of the Fountain Distribution Date, multiplied by a fraction, the numerator of which is the Closing Trident Tyco Stock Price Price, and the denominator of which is the Pre-Distribution Fountain Healthcare Stock Price, which product shall be rounded down to the nearest whole number of units with a cash payment for any fractional units to be made by Fountain for any fractional units. Notwithstanding the foregoingno later than January 31, if the cash payment at such time would cause a Fountain Employee to be subject to the additional taxes of Code Section 409A, then the cash payment shall be made at the time the Fountain Restricted Stock Units are otherwise payable in accordance with the terms of the governing award agreement2008. (B) On behalf of all Trident Electronics Employees who hold such Restricted Stock Units, Trident Tyco shall convert such Units into Restricted Stock Units payable solely in Trident Electronics shares which shall generally have retain the same terms and conditions (including vesting schedule) schedule associated with such original Trident Tyco Restricted Stock Unit award. The number of adjusted Trident Electronics Restricted Stock Units shall equal the original number of outstanding Trident Tyco Restricted Stock Units as of the Fountain Distribution Date, multiplied by a fraction, the numerator of which is the Closing Trident Tyco Stock Price and the denominator of which is Pre-Distribution Trident Electronics Stock Price, which product shall be rounded down to the nearest whole number of units with a cash payment for any fractional units to be made no later than January 31, 2008. (C) On behalf of all Tyco Employees who hold such Restricted Stock Units, Tyco shall convert such Units into Restricted Stock Units payable in Tyco shares which shall retain the vesting schedule associated with such original Tyco Restricted Stock Unit award. The number of adjusted Tyco Restricted Stock Units shall equal the original number of outstanding Tyco Restricted Stock Units as of the Distribution Date, multiplied by Trident a fraction, the numerator of which is the Closing Tyco Stock Price and the denominator of which is Pre-Distribution Tyco Stock Price, which product shall be rounded down to the nearest whole number of units with a cash payment for any fractional unitsunits to be made no later than January 31, 2008. (D) Notwithstanding the foregoing, if the Board of Directors of Tyco declares a shareholder-approved reverse stock split in conjunction with the Distribution, Restricted Stock Unit awards converted pursuant to Section 6.2(b)(ii) will be adjusted as deemed necessary by the Parties to reflect the reverse stock split.

Restricted Stock Units, Performance Share Units and Deferred Stock Units. (i) Restricted Stock Units Granted Prior to October 12, 2011. Each Trident Tyco Restricted Stock Unit award granted prior to October 12, 2011 that is outstanding immediately prior to the ADT NA Distribution shall be converted so that immediately after the Fountain ADT NA Distribution Date, the holder has, in addition to the original Trident Tyco Restricted Stock Unit award, an additional award of Fountain ADT NA Restricted Stock Units and, if the Athens Flow Control Distribution Date occurs simultaneously, Athens Flow Control Restricted Stock Units (as defined in the Athens NA Flow Control Agreement). The number of additional Fountain Restricted Stock Units and Athens ADT NA Restricted Stock Units awarded shall be determined pursuant to Section 4.1 as if the Restricted Stock Units award represented actual shares of Trident Tyco Common Stock and such Fountain ADT NA Restricted Stock Units shall generally have the same terms and conditions (including vesting schedule) associated with the original Trident Tyco Restricted Stock Units. The number of additional Flow Control Restricted Stock Units awarded shall be determined pursuant to Section 4.1 and Section 6.2 of the Flow Control Agreement. (ii) Restricted Stock Units Granted on or After October 12, 2011. Each Trident Tyco Restricted Stock Unit award granted on or after October 12, 2011 that is outstanding immediately prior to the Distribution shall be converted as of 12:00:01 a.m. Eastern Standard Time on the Fountain ADT NA Distribution Date into Restricted Stock Units as follows: (A) On behalf of all Fountain ADT North American R/SB Employees who hold such Restricted Stock Units, Trident Tyco shall convert such units into Restricted Stock Units payable solely in Fountain ADT NA shares which shall generally have the same terms and conditions (including vesting schedule) associated with such original Trident Tyco Restricted Stock Unit award. The number of Fountain ADT NA Restricted Stock Units shall equal the number of outstanding Trident Tyco Restricted Stock Units as of the Fountain ADT NA Distribution Date, multiplied by a fraction, the numerator of which is the Closing Trident Tyco Stock Price and the denominator of which is the Pre-Distribution Fountain ADT NA Stock Price, which product shall be rounded down to the nearest whole number of units with a cash payment to be made by Fountain ADT NA for any fractional units. Notwithstanding the foregoing, if the cash payment at such time would cause a Fountain an ADT North American R/SB Employee to be subject to the additional taxes of Code Section 409A, then the cash payment shall be made at the time the Fountain ADT NA Restricted Stock Units are otherwise payable in accordance with the terms of the governing award agreement. (B) On behalf of all Trident Tyco Employees who hold such Restricted Stock Units, Trident Tyco shall convert such Units into Restricted Stock Units payable solely in Trident Tyco shares which shall generally have the same terms and conditions (including vesting schedule) associated with such original Trident Tyco Restricted Stock Unit award. The number of adjusted Trident Tyco Restricted Stock Units shall equal the original number of outstanding Trident Tyco Restricted Stock Units as of the Fountain ADT NA Distribution Date, multiplied by a fraction, the numerator of which is the Closing Trident Tyco Stock Price and the denominator of which is Pre-Distribution Trident Tyco Stock Price, which product shall be rounded down to the nearest whole number of units with a cash payment to be made by Trident Tyco for any fractional units.