TYCO INTERNATIONAL LTD.
2004 STOCK AND INCENTIVE PLAN
(AMENDED AND RESTATED AS OF MAY 10, 2007)
1.1 Purpose. The purposes of this Tyco International Ltd. 2004 Stock and Incentive Plan (the “Plan”) are
to promote the interests of Tyco International Ltd. (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 stockholders of the Company. Toward these objectives, the Plan provides
for the grant of Stock Options, Stock Appreciation Rights, Annual Performance Bonuses, Long Term
Performance Awards and other Stock-Based Awards.
1.2 Effective Date; Shareholder Approval. The Plan was effective as of January 1, 2004 The Plan was
approved by the Company’s shareholders on March 25, 2004. The effective date of this amended and restated
Plan is May 10, 2007.
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
“ Acquired Grantee ” means the grantee of a stock-based award of an Acquired Company and
may include a current or former Director of an Acquired Company.
“ Annual 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.