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1
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COMPLAINT
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EXTRACTED KEY WORDS
COMPENSATION EXECUTIVES TYCO EXECUTIVE OFFICERS DIRECTORS COMPENSATION COMMITTEE PLAINTIFFS MONEY ASSETS AMOUNT LOANS MANAGERS HERETO RELOCATION MISAPPROPRIATING KEL FIDUCIARY DUTIES PURPORTED COMPENSATION KEY MANAGERS DENNIS KOZLOWSKI RETENTION AGREEMENT BERMUDA CORPORATION FORGIVENESS REPRESENTATIONS SENIOR EXECUTIVES PROXY STATEMENT RESIGNATION FLORIDA RELOCATION TRANSACTIONS |
I UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
TYCO INTERNATIONAL LTD., No.
a Bermuda corporation, and
TYCO INTERNATIONAL (US) INC.,
a Nevada corporation,
Plaintiffs,
V. COMPLAINT
L. DENNIS KOZLOWSKI,
Defendant.
Plaintiffs Tyco International Ltd. and Tyco International (US) Inc.
"Tyco" or "the Company"), by their undersigned counsel Boies, Schiller & Flexner
as and for their Complaint against Defendant L. Dennis Kozlowski (LLKozlowski"),
as follows upon information and belief as to all matters:
NATURE OF THE ACTION
1. Kozlowski was the Chairman and Chief Executive Officer of Tyco from
July 1992 through June 3,2002 when the Board sought and received his resignation.
During that time he gained a reputation as one of the best managers in Corporate
America. He was also one of the highest, if not the highest, compensated executive in
country. Despite that substantial compensation, Kozlowski, beginning at least as early
1995, contrived a scheme. to abuse the trust that had been placed in him by Tyco's Board
I of Directors by misappropriating money and assets from the Company, and engaging in
concerted pattern of conduct to conceal his larcenous acts from the Board.
2. In addition to his own wrongful conduct, Kozlowski also induced and
conspired with certain other senior officers and agents of Tyco to breach their own
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