Summary
This 8-K filing from Tyco International Ltd. (note: the filing is for Tyco, not Johnson Controls International plc as initially stated) on May 4, 2010, primarily discloses a consulting agreement with Robert B. Allen, who is currently the CEO of Brink's Home Security Holdings, Inc. (BHS). This agreement is directly tied to Tyco's impending acquisition of BHS, scheduled for May 14, 2010, subject to shareholder approval. Investors should note that this filing outlines the terms of post-acquisition engagement for Mr. Allen, a key executive from the target company. The agreement specifies consulting services for a 12-month period following the acquisition, a fixed monthly fee of $72,917, and restrictive covenants against competition and solicitation of Tyco employees and customers. This suggests Tyco's intent to retain key talent and ensure a smooth integration of the BHS business.
Key Highlights
- 1Tyco International Ltd. entered into a consulting agreement with Robert B. Allen, President, CEO, and director of Brink's Home Security Holdings, Inc. (BHS).
- 2The consulting agreement is contingent upon the consummation of Tyco's acquisition of BHS.
- 3The acquisition of BHS is scheduled to close on May 14, 2010, pending BHS shareholder approval.
- 4Mr. Allen will provide consulting services for a period of twelve months after the acquisition's completion.
- 5Mr. Allen will receive a fixed monthly fee of $72,917 for his consulting services.
- 6The agreement includes non-compete and non-solicitation clauses, preventing Mr. Allen from competing with Tyco (including its ADT business) and from soliciting Tyco's employees or customers during the consultancy period.