exv10wx






Exhibit 10.X




Executive Compensation Incentive Recoupment Policy




JOHNSON CONTROLS, INC.

EXECUTIVE COMPENSATION INCENTIVE RECOUPMENT POLICY




I. Scope of this Policy. This policy applies to all cash incentives awarded on or after
September 15, 2009 (the “Effective Date”) to all persons (“Covered Recipients”) who, at the time of
such award, are Section 16b officers of Johnson Controls, Inc. (the “Company”) elected by the Board
of Directors of the Company (the “Board”). Cash incentives awarded prior to the Effective Date are
not subject to this policy, but remain subject to the Company’s ability to recover amounts pursuant
to applicable legal or equitable remedies under state and federal law.



For purposes of this policy, “cash incentive” means any compensation payable in cash tied to
performance metrics that is intended to serve as incentive for performance to occur over a period
of a year or more. A cash incentive is “awarded” on the date the Company grants the award, not on
the date the award amount is ultimately determined or paid.



While in effect, this policy overrides any contrary provisions of any compensation plans or
arrangements that the Company adopted or implemented before the Effective Date and any such plans
or arrangements subsequently adopted or implemented, as well as any contrary provisions in any
award agreements under such plans or arrangements.



The Company may recoup incentive compensation under this policy regardless of whether the Covered
Recipient who received the compensation that is subject to recoupment is still employed by the
Company or an affiliate on the date reimbursement or other payment is required.



II. Recoupment of Incentive Compensation. All cash incentives awarded after the Effective
Date are subject to recoupment under this policy. The Compensation Committee of the Board (the
“Committee”) will, unless prohibited by applicable law, require reimbursement from any Covered
Recipient of an amount equal to the amount of any overpayment of any such incentive paid to such
Covered Recipient with respect to a performance period if the following conditions are met:




	•	 	The payment was predicated upon the achievement of certain financial results with respect
to the applicable performance period that were subsequently the subject of a material
restatement other than a restatement due to changes in accounting policy;
	 
	•	 	In the Committee’s view the Covered Recipient engaged in conduct that caused or partially
caused the need for the restatement; and
	 
	•	 	A lower payment would have been made to the Covered Recipient based upon the restated
financial results.














 











The amount required to be reimbursed shall be the excess of the gross incentive payment made over
the gross payment that would have been made if the original payment had been determined based on
the restated financial results.



Unless prohibited by applicable law, the Company will also be entitled to, and the Committee will
seek, payment by the Covered Recipient of (i) a reasonable rate of interest on any incentive that
becomes subject to reimbursement under this policy and (ii) the costs of collection.



Following any accounting restatement that the Company is required to prepare due to its material
noncompliance, as a result of misconduct, with any financial reporting requirement under the
securities laws, the Company will also seek to recover any compensation received by its Chief
Executive Officer and Chief Financial Officer that is required to be reimbursed under Section 304
of the Sarbanes-Oxley Act of 2002.



The Company will determine, in its sole discretion, the method for obtaining reimbursement and
other payment from the Covered Recipient, which may include, but is not limited to: (i) by
offsetting the amount from any compensation owed by the Company to the Covered Recipient (including
without limitation amounts payable under a deferred compensation plan at such time as is permitted
by Section 409A of the Internal Revenue Code of 1986, as amended), (ii) by reducing or eliminating
future salary increases, cash incentive awards or equity awards, or (iii) by requiring the Covered
Recipient to pay the amount to the Company upon its written demand for such payment.



III. Administration of this Policy. The Committee will have sole discretion in making all
determinations under this policy, including whether the conduct of a Covered Recipient has or has
not caused or partially caused the need for a restatement.



IV. Binding on Successors. The terms of this policy shall be binding upon and enforceable
against the Covered Recipients and their heirs, executors, administrators and legal
representatives.



V. Amendment of this Policy. The Committee and the Board, in their discretion, may modify
or amend, in whole or in part, any or all of the provisions of this policy, and may suspend this
policy from time to time.



VI. Governing Law. This policy and all 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.



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