QuickLinks -- Click here to rapidly navigate through this document
Tyco International Ltd.
2004 Stock and Incentive Plan
TERMS AND CONDITIONS
OPTION AWARD made in Princeton, New Jersey, as of .
1. Grant of Option. The Company has granted you an Option to purchase the number of Shares of Common Stock set
forth in your Grant Letter, subject to the provisions of these Terms and Conditions. This Option is a nonqualified Option.
2. Exercise Price. The purchase price of the Shares covered by the Option is set forth in your Grant Letter.
3. Vesting. Except in the event of your Normal Retirement (Termination of Employment on or after age 60 if the sum of
your age and years of service with the Company is at least 70), Retirement (Termination of Employment on or after age 55 if the
sum of your age and years of service with the Company is at least 60), Termination of Employment, death, Disability or a
Change in Control, the Option will become exercisable in cumulative installments as follows: one third ( 1 / 3 ) of the Shares
specified in your Grant Letter, one (1) year from the Grant Date (as set forth in your Grant Letter); an additional one third ( 1 / 3 )
of the Shares, two (2) years from the Grant Date; and the remaining one third ( 1 / 3 ), three (3) years from the Grant Date. Your
vested right will be calculated on the anniversary of the Grant Date. No credit will be given for periods following Termination of
Employment, except as specifically provided herein.
4. Term of Option. The Option must be exercised prior to the close of the New York Stock Exchange ("NYSE") on the
day prior to the 10 th anniversary of the Grant Date, subject to earlier termination or cancellation as provided in paragraphs 7 or 8
of these Terms and Conditions. If the NYSE is not open for business on the expiration date specified, the Option will expire at
the close of the