What is the main purpose of this 8-K filing?

The main purpose of this 8-K filing is to disclose significant changes to the executive compensation of Tyco International Ltd.'s Chief Financial Officer, Mr. Christopher Coughlin, specifically regarding new equity grants and modifications to existing awards as part of the company's annual equity incentive program.

How are the performance shares valued and what determines their payout?

The 88,800 performance shares were granted with a date value of $3,000,000. The actual number of shares delivered will depend on Tyco's total shareholder return (TSR) over a three-year period ending September 30, 2012, when compared to the TSR of companies in the S&P 500 Industrials Index. Payout ranges from zero shares if a minimum performance threshold is not met, to a maximum of double the granted shares if Tyco's TSR is in the top 25% of the index constituents. Negative TSR caps the payout at 125% of the target shares.

Are there any conditions tied to Mr. Coughlin receiving these equity awards?

Yes, a key condition for the full vesting and extended exercisability of both the new grants and modified prior awards is Mr. Coughlin's continued employment with Tyco International Ltd. until October 7, 2011. If he remains employed until this date, specific provisions regarding full vesting and extended option exercise periods will be triggered.

What happened to Mr. Coughlin's previous stock option grants?

Certain prior stock option grants totaling 435,728 options were modified. If Mr. Coughlin remains employed until October 7, 2011, these options will have their exercisability period extended to the full ten-year term from their grant date, rather than the standard post-retirement window. Additionally, any unvested options from the fiscal 2009 grant would immediately vest on that date.

JCI 8-K: Leadership Changes

Summary

This 8-K filing from Tyco International Ltd. (which appears to be incorrectly attributed to Johnson Controls International plc in the prompt, as the SEC filing clearly states "TYCO INTERNATIONAL LTD.") on October 5, 2009, primarily concerns executive compensation for its Chief Financial Officer, Mr. Christopher Coughlin. The company made a significant equity grant to Mr. Coughlin for fiscal years 2010 and 2011, designed to incentivize his continued employment and recognize his contributions. Key aspects of this grant include a combination of stock options and performance shares, with specific vesting and exercisability conditions tied to his continued tenure with the company. Notably, the performance shares' ultimate payout is contingent on Tyco's total shareholder return relative to the S&P 500 Industrials Index over a three-year period. The filing also details modifications to previously granted stock options to align their terms with the new grant.

Key Highlights

1Tyco International Ltd. granted its CFO, Christopher Coughlin, equity awards for fiscal years 2010 and 2011.
2The 2010 grant includes 317,400 stock options (valued at $3,000,000) and 88,800 performance shares (valued at $3,000,000).
3Stock options have a $33.75 exercise price, equal to the closing stock price on October 1, 2009.
4Performance shares are tied to Tyco's total shareholder return compared to the S&P 500 Industrials Index over three years (Oct 1, 2009 - Sep 30, 2012).
5Vesting and exercisability of both new and modified equity awards are conditional on Mr. Coughlin's continued employment with Tyco until October 7, 2011.
6Prior stock option grants (435,728 total) were modified to extend exercisability and accelerate vesting of unvested options under certain conditions if Mr. Coughlin remains employed until October 7, 2011.

Johnson Controls International plc 8-K Report, Executive Changes (Oct 5, 2009)

Summary

Key Highlights

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