exv10wd






Exhibit 10.D




JOHNSON CONTROLS, INC.

EXECUTIVE SURVIVOR BENEFITS PLAN




ARTICLE 1.

PURPOSE AND DURATION



Section 1.1. Purpose. The purpose of the Johnson Controls, Inc. Executive Survivor
Benefits Plan is to permit eligible employees of Johnson Controls, Inc. or its subsidiaries to
elect to provide death benefits for their designated beneficiaries under this Plan in lieu of the
group term life insurance benefits available under the Johnson Controls Group Life Insurance Plan.



Section 1.2. Duration. The Plan was originally effective as of January 1, 1982.
The Plan was previously amended and restated effective September 29, 2008. The Plan is now being
amended and restated effective September 15, 2009. The provisions of the Plan as amended and
restated apply to each individual with an interest hereunder on or after September 15, 2009. The
Plan shall remain in effect until terminated pursuant to Article 9.




ARTICLE 2.

DEFINITIONS AND CONSTRUCTION



Section 2.1. Definitions. Wherever used in this Plan, the following terms shall
have the meanings set forth below and where the meaning is intended, the initial letter of the word
is capitalized:




     (a) “Beneficiary” means the individual(s), trust(s) or other entity(ies) entitled to receive
benefits hereunder as determined under Article 6.



     (b) “Board” means the Board of Directors of the Company.



     (c) “Company” means Johnson Controls, Inc., a Wisconsin corporation, and any successor thereto
as provided in Article 13.



     (d) “Committee” means the Compensation Committee of the Board.



     (e) “Final Annual Pay” means the Participant’s annualized base salary rate in effect as of the
date of his death, prior to reduction for any deferrals. In the event the Participant is absent
from employment as a result of a Total and Permanent Disability on the date of his death, Final
Annual Pay shall be determined as of the date immediately preceding the date of his Total and
Permanent Disability.



     (f) “Participant” means an executive of the Company or a subsidiary who has been approved for
participation in this Plan by the Committee prior to September 15, 2009 and who has elected
coverage hereunder as provided in Article 4. Effective as of September 15, 2009, no new executives
will be approved for participation in this Plan.



 









 





     (g) “Plan” means the arrangement described herein, as from time to time amended and in effect.



     (h) “Retirement” means termination of employment from the Company and its subsidiaries on or
after attainment of age 55 with at least ten years of vesting service or age 65 with at least five
years of vesting service (vesting service to be determined within the meaning of the Johnson
Controls Pension Plan or such other plan or methodology prescribed by the Committee).



     (i) “Total and Permanent Disability” means the Participant’s inability to perform the material
duties of his occupation as a result of a medically-determinable physical or mental impairment
which can be expected to result in death or which has lasted or can be expected to last for a
period of at least 12 months, as determined by the Committee. The Participant will be required to
submit such medical evidence or to undergo a medical examination by a doctor selected by the
Committee as the Committee determines is necessary in order to make a determination hereunder.


Section 2.2. Gender and Number. Except where otherwise indicated by the context,
any masculine term used herein includes the feminine, the plural includes the singular, and the
singular the plural.



Section 2.3. Severability. In the event any provision of the Plan is held illegal
or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the
Plan, and the Plan shall be construed and enforced as if the said illegal or invalid provision had
not been included.




ARTICLE 3.

ADMINISTRATION



Section 3.1. General. The Plan shall be administered by the Committee. If at any
time the Committee shall not be in existence, the Board shall assume the Committee’s functions and
each reference to the Committee herein shall be deemed to include the Board.



Section 3.2. Authority. In addition to the authority specifically provided herein,
the Committee shall have full power and discretionary authority to: (a) administer the Plan,
including but not limited to the power and authority to construe and interpret the Plan; (b)
correct errors, supply omissions or reconcile inconsistencies in the Plan’s terms; (c) establish,
amend or waive rules and regulations, and appoint such agents, as it deems appropriate for the
Plan’s administration; (d) determine the factors to be used to determine present value lump sum
payments; and (e) make any other determinations, including factual determinations, and take any
other action as it determines is necessary or desirable for the Plan’s administration.



Section 3.3. Decision Binding. The Committee’s determinations and decisions made
pursuant to the provisions of the Plan and all related orders or resolutions of the Board shall be
final, conclusive and binding on all persons who have an interest in the Plan or an award, and such
determination and decisions shall not be reviewable.




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Section 3.4. Procedures of the Committee. The Committee’s determinations must be
made by not less than a majority of its members present at the meeting (in person or otherwise) at
which a quorum is present, or by written majority consent, which sets forth the action, is signed
by the members of the Committee and filed with the minutes for proceedings of the Committee. A
majority of the entire Committee shall constitute a quorum for the transaction of business.
Service on the Committee shall constitute service as a director of the Company so that the
Committee members shall be entitled to indemnification, limitation of liability and reimbursement
of expenses with respect to their Committee services to the same extent that they are entitled
under the Company’s By-laws and Wisconsin law for their services as directors of the Company,
except to the extent such indemnification is prohibited by ERISA.



Section 3.5. Charge to Subsidiary. Each subsidiary shall be charged each year with
the amount, if any, payable under the Plan with respect to its employees for such year.




ARTICLE 4.

PARTICIPATION AND ELECTION OF BENEFITS



Section 4.1. Participation. Participation is limited to those executives of the
Company and its subsidiaries whom the Committee approved for participation prior to September 15,
2009. Any executive designated for participation in the Plan may elect, in the form and manner and
subject to such rules as the Committee may prescribe, to provide the survivor benefit described in
Article 5 hereof in lieu of continuing group life insurance coverage under the Company’s Group Life
Insurance Plan. No benefits shall be provided under this Plan to any individual who does not elect
to be covered hereunder pursuant to this Paragraph. Accidental death and dismemberment and travel
accident insurance benefits shall remain in effect for the Participant as provided under the
Company’s Group Life Insurance Plan.



Section 4.2. Cessation of Participation. Participation shall end on the date the
Participant terminates employment from the Company and its subsidiaries (other than by reason of
death) except as provided in Article 5. If a Participant is transferred to a non-executive
position or other position that is not eligible for participation in the Plan, such individual
shall cease to be a Participant hereunder on the date of such transfer. In addition, a Participant
may cancel his election to participate hereunder at any time by filing a written notice to the
Company specifying the effective date of such cancellation.




ARTICLE 5.

SURVIVOR BENEFITS




          In the event of the death of a Participant prior to his termination of employment from the
Company and its subsidiaries, a benefits shall be paid to his Beneficiary in the amount indicated
in the following table (the “Death Benefit”), depending on the age of the Participant at the date
of his death:




	 	 	 
	Age	 	Death Benefit
	Before Age 55
	 	3 times Final Annual Pay
	Age 55 or later
	 	2 times Final Annual Pay






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plus an additional amount (the “Gross-Up Payment”) such that the net amount retained by the
Beneficiary(ies), after payment of any federal, state or local income tax or employment tax (but
not estate tax) with respect to the Death Benefit, and any federal, state and local income tax or
employment tax (but not estate tax) upon the payment provided for by this paragraph, shall be equal
to the Death Benefit. For purposes of determining the amount of the Gross-Up Payment, the Company
shall use the highest marginal rate of federal income and employment taxation in the calendar year
in which the Gross-Up Payment is to be made and state and local income taxes at the highest
marginal rate of taxation in the state and locality of the Executive’s or Beneficiary’s domicile
(as applicable) for income tax purposes on the date the Gross-Up Payment is made, net of the
maximum reduction in federal income taxes that may be obtained from the deduction of such state and
local taxes.




          The Death Benefit and the Gross-Up Payment shall be paid within ninety (90) days following the
Participant’s death. For purposes of this Plan, the Participant shall be deemed to continue in
employment during a period of Total and Permanent Disability prior to age 65.




          Notwithstanding the foregoing, in the event a Participant who Retired before 1989 dies after
such Retirement, and provided no other post-retirement death benefit has been paid by the Company,
a one-time benefit in an amount equal to 75 percent of the Participant’s Final Annual Pay shall be
payable to his Beneficiary in a single lump sum as soon as practicable after the Participant’s
death.




ARTICLE 6.

BENEFICIARIES




          Each Participant shall designate one or more individuals, trusts or other entities as
Beneficiaries and/or contingent Beneficiaries to receive the benefits due hereunder after his
death. Such designations may be changed from time to time, and shall be filed in writing with the
Company on such form and in such manner as the Committee may prescribe. Each beneficiary
designation form filed with the Company shall revoke the most recent form on file, and the last
form received by the Company while the Participant was alive shall be given effect. In the event
of the death of all designated primary and contingent Beneficiaries prior to the date the benefits
due hereunder are paid, then the benefits provided hereunder shall be due and payable to the
Participant’s estate. If a Participant designates his spouse as a Beneficiary, such beneficiary
designation automatically shall become null and void on the date of the Participant’s divorce or
legal separation from such spouse; provided the Committee has notice of such divorce or legal
separation prior to payment. If a Participant maintains his primary residence in a state that has
community or marital property laws, then the Participant’s spouse, if any, must consent to the
Participant’s designation of any primary Beneficiary other than the spouse.




ARTICLE 7.

NON-ALIENATION OF PAYMENTS




          Benefits payable under this Plan shall not be subject in any manner to alienation, sale,
transfer, assignment, pledge, attachment, garnishment or encumbrance of any kind, except as
provided in Article 6. Any attempt to alienate, sell, transfer, assign, pledge or otherwise
encumber any such benefit payment, whether currently or thereafter payable, shall not be



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recognized by the Committee or the Company. Any benefit payment due hereunder shall not in
any manner be liable for or subject to the debts or liabilities of any Beneficiary prior to the
date such benefits become payable as provided in Article 5.




ARTICLE 8.

RIGHTS OF PARTICIPANTS



Section 8.1. No Funding. No Participant or Beneficiary shall have any interest in
any fund or in any specific asset or assets of the Company (or any subsidiary) by reason of any
benefits payable under the Plan. It is intended that the Company has merely a contractual
obligation to make payments when due hereunder and it is not intended that the Company (or any
subsidiary) hold any funds in reserve or trust to secure payments hereunder.



Section 8.2. No Implied Rights; Employment. Nothing contained in this Plan shall
be construed to:




     (a) Limit in any way the right of the Company or subsidiary to terminate a Participant’s or
other employee’s employment at any time; or



     (b) Be evidence of any agreement or understanding, express or implied, that a Participant or
other employee will be retained in any particular position or at any particular rate of
remuneration or guaranteeing such person any right to receive any other form or amount of
remuneration from the Company.



ARTICLE 9.

AMENDMENT OR TERMINATION




          The Committee may amend, modify or terminate this Plan at any time, provided that no such
amendment or modification shall adversely affect a Beneficiary’s right to benefits arising out of
the death of a Participant which occurs prior to such amendment or termination, unless the Company
shall have substituted therefor an equivalent amount of survivor benefits protection under some
other plan, program or individual agreement with the Participant or his Beneficiary; and further
provided that the Board must approve any amendment that (a) is required to be approved by the Board
pursuant to any applicable law or the listing requirements of the national securities exchange on
which the Company’s common stock is then traded or (b) expands the class of individuals eligible
for the Plan or materially increases the amount of benefits to be provided under the Plan.




ARTICLE 10.

TAX WITHHOLDING




          The Company shall have the right to deduct from all cash payments made hereunder (or from any
other payments due a Participant) any foreign, federal, state, or local taxes required by law to be
withheld with respect to such cash payments.




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ARTICLE 11.

OFFSET




          The Company shall have the right to offset from the benefits payable hereunder any amount that
the Participant owes to the Company or any subsidiary without the consent of the Participant or the
Participant’s Beneficiary.




ARTICLE 12.

SUCCESSORS




          All obligations of the Company under the Plan shall be binding on any successor to the
Company, whether the existence of such successor is the result of a direct or indirect purchase,
merger, consolidation or otherwise, of all or substantially all of the business and/or assets of
the Company. This Plan shall be binding upon and inure to the benefit of the Participants,
Beneficiaries and their heirs, executors, administrators and legal representatives.




ARTICLE 13.

DISPUTE RESOLUTION



Section 13.1. Governing Law. This Plan and the rights and obligations hereunder
shall be governed by and construed in accordance with the internal laws of the State of Wisconsin
(excluding any choice of law rules that may direct the application of the laws of another
jurisdiction), except to the extent preempted by ERISA.



Section 13.2. Claims Procedures.




     (a) Initial Claim. If a Participant or Beneficiary (the “claimant”) believes that he
is entitled to a right or benefit under the Plan that is not provided, the claimant or his legal
representative shall file a written claim for such benefit with the Committee. The Committee shall
review the claim within 90 days following the date of receipt of the claim; provided that the
Committee may determine that an additional 90-day extension is necessary due to circumstances
beyond the Committee’s control, in which event the Committee shall notify the claimant prior to the
end of the initial period that an extension is needed, the reason therefor and the date by which
the Committee expects to render a decision. If the claimant’s claim is denied in whole or part,
the Committee shall provide written notice to the claimant of such denial. The written notice
shall include the specific reason(s) for the denial; reference to specific Plan provisions upon
which the denial is based; a description of any additional material or information necessary for
the claimant to perfect the claim and an explanation of which such material or information is
necessary; and a description of the Plan’s review procedures (as set forth in subsection (b)) and
the time limits applicable to such procedures, including a statement of the claimant’s right to
bring a civil action under section 502(a) of ERISA following an adverse determination upon review.
If the claimant does not receive a written decision within the time period(s) described above, the
claim shall be deemed denied on the last day of such period(s).



     (b) Request for Appeal. The claimant has the right to appeal the Committee’s decision
by filing a written appeal to the Committee within 60 days after claimant’s receipt of the decision
or deemed denial. The claimant will have the opportunity, upon request and free of



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charge, to have reasonable access to and copies of all documents, records and other
information relevant to the claimant’s appeal. The claimant may submit written comments,
documents, records and other information relating to his claim with the appeal. The Committee will
review all comments, documents, records and other information submitted by the claimant relating to
the claim, regardless of whether such information was submitted or considered in the initial claim
determination. The Committee shall make a determination on the appeal within 60 days after
receiving the claimant’s written appeal; provided that the Committee may determine that an
additional 60-day extension is necessary due to circumstances beyond the Committee’s control, in
which event the Committee shall notify the claimant prior to the end of the initial period that an
extension is needed, the reason therefor and the date by which the Committee expects to render a
decision. If the claimant’s appeal is denied in whole or part, the Committee shall provide written
notice to the claimant of such denial. The written notice shall include the specific reason(s) for
the denial; reference to specific Plan provisions upon which the denial is based; a statement that
the claimant is entitled to receive, upon request and free of charge, reasonable access to and
copies of all documents, records, and other information relevant to the claimant’s claim; and a
statement of the claimant’s right to bring a civil action under section 502(a) of ERISA. If the
claimant does not receive a written decision within the time period(s) described above, the appeal
shall be deemed denied on the last day of such period(s).



     (c) ERISA Fiduciary. For purposes of ERISA, the Committee shall be considered the
named fiduciary under the Plan and the plan administrator.


Section 13.3. Limitation on Actions. Any action or other legal proceeding under
ERISA with respect to the Plan may be brought only after the claims and appeals procedures of
Section 13.2 are exhausted and only within the period ending on the earlier of (i) one year after
the date the claimant receives notice of a denial or deemed denial upon appeal under Section
13.2(b), or (ii) the expiration of the applicable statute of limitations period under applicable
federal law. Any action or other legal proceeding not adjudicated under ERISA must be arbitrated
in accordance with the provisions of Section 13.4.



Section 13.4. Arbitration.




     (a) Application. Notwithstanding any employee agreement in effect between a
Participant and the Company or any subsidiary employer, if a Participant or Beneficiary brings a
claim that relates to benefits under this Plan and that is not covered by ERISA, regardless of the
basis of the claim, such claim shall be settled by final binding arbitration in accordance with the
rules of the American Arbitration Association (“AAA”) and judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof.



     (b) Initiation of Action. Arbitration must be initiated by serving or mailing a
written notice of the complaint to the other party. Normally, such written notice should be
provided to the other party within one year (365 days) after the day the complaining party first
knew or should have known of the events giving rise to the complaint. However, this time frame may
be extended if the applicable statute of limitation provides for a longer period of time. If the
complaint is not properly submitted within the appropriate time frame, all rights and claims that
the complaining party has or may have against the other party shall be waived and void. Any notice
sent to the Company shall be delivered to:



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Office of General Counsel

Johnson Controls, Inc.

5757 North Green Bay Avenue

P.O. Box 591

Milwaukee, WI 53201-0591




          The notice must identify and describe the nature of all complaints asserted and the facts upon
which such complaints are based. Notice will be deemed given according to the date of any postmark
or the date of time of any personal delivery.




     (c) Compliance with Personnel Policies. Before proceeding to arbitration on a
complaint, the Participant or Beneficiary must initiate and participate in any complaint resolution
procedure identified in the Company’s or subsidiary’s personnel policies. If the claimant has not
initiated the complaint resolution procedure before initiating arbitration on a complaint, the
initiation of the arbitration shall be deemed to begin the complaint resolution procedure. No
arbitration hearing shall be held on a complaint until any applicable Company or subsidiary
complaint resolution procedure has been completed.



     (d) Rules of Arbitration. All arbitration will be conducted by a single arbitrator
according to the Employment Dispute Arbitration Rules of the AAA. The arbitrator will have
authority to award any remedy or relief that a court of competent jurisdiction could order or grant
including, without limitation, specific performance of any obligation created under policy, the
awarding of punitive damages, the issuance of any injunction, costs and attorney’s fees to the
extent permitted by law, or the imposition of sanctions for abuse of the arbitration process. The
arbitrator’s award must be rendered in a writing that sets forth the essential findings and
conclusions on which the arbitrator’s award is based.



     (e) Representation and Costs. Each party may be represented in the arbitration by an
attorney or other representative selected by the party. The Company or subsidiary shall be
responsible for its own costs, the AAA filing fee and all other fees, costs and expenses of the
arbitrator and AAA for administering the arbitration. The claimant shall be responsible for his
attorney’s or representative’s fees, if any. However, if any party prevails on a statutory claim
which allows the prevailing party costs and/or attorneys’ fees, the arbitrator may award costs and
reasonable attorneys’ fees as provided by such statute.



     (f) Discovery; Location; Rules of Evidence. Discovery will be allowed to the same
extent afforded under the Federal Rules of Civil Procedure. Arbitration will be held at a location
selected by the Company. AAA rules notwithstanding, the admissibility of evidence offered at the
arbitration shall be determined by the arbitrator who shall be the judge of its materiality and
relevance. Legal rules of evidence will not be controlling, and the standard for admissibility of
evidence will generally be whether it is the type of information that responsible people rely upon
in making important decisions.



     (g) Confidentiality. The existence, content or results of any arbitration may not be
disclosed by a party or arbitrator without the prior written consent of both parties. Witnesses
who are not a party to the arbitration shall be excluded from the hearing except to testify.




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