exv10wn






Exhibit 10.N




JOHNSON CONTROLS, INC.

2003 STOCK PLAN

FOR OUTSIDE DIRECTORS





	1.	 	Establishment. JOHNSON CONTROLS, INC. (the “Company”) hereby establishes a plan for
the members of its Board of Directors who are not officers or employees of the Company or any
of its subsidiaries (“Outside Directors”), as described herein, which shall be known as the
JOHNSON CONTROLS, INC. 2003 STOCK PLAN FOR OUTSIDE DIRECTORS (the “Plan”). This Plan is
amended and restated as of September 1, 2009.
	 
	2.	 	Purpose. The purpose of the Plan is to advance the Company’s growth and success and
to advance its interests by attracting and retaining well-qualified Outside Directors upon
whose judgment the Company is largely dependent for the successful conduct of its operations
and by providing such individuals with incentives to put forth maximum efforts for the
long-term success of the Company’s business.
	 
	3.	 	Effective Date of the Plan. The effective date of the Plan is October 1, 2003. The
Plan was approved by the shareholders of the Company at the annual meeting held on January 28,
2004.
	 
	4.	 	Stock Subject to the Plan. Subject to adjustment in accordance with the provisions
of Section 8, the total number of shares of common stock of the Company (“Common Stock”),
available for awards under this Plan shall not exceed 240,000 shares. Shares of Common Stock
to be delivered under the Plan shall be made available from presently authorized but unissued
Common Stock or authorized and issued shares of Common Stock reacquired and held as treasury
shares, or a combination thereof.
	 
	5.	 	Administration.






	 	(a)	 	The Plan shall be administered by the Corporate Governance Committee (the
“Committee”) of the Board of Directors.
	 
	 	(b)	 	Subject to the express provisions of the Plan, the Committee shall have
authority to interpret the Plan, to the extent provided by law.
	 
	 	(c)	 	The members of the Committee shall be entitled to indemnification and
reimbursement by the Company in respect of any claim, loss, damage or expense
(including attorney’s fees) arising from any act, omission, interpretation,
construction or determination made in connection with the Plan to the full extent
permitted by law and under any directors and officers liability insurance that may be
in effect from time to time.
	 
	 	(d)	 	A majority of the Committee shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a quorum is present, or acts
approved in writing by a majority of the Committee without a meeting, shall be the acts
of the Committee.




 









 












	6.	 	Grants of Common Stock. Each Outside Director shall be granted Common Stock as
follows:






	 	(a)	 	Initial Grants Prior to September 1, 2009. On and after January 28,
2004 and prior to September 1, 2009, any individual, other than an individual who was
serving on the Board of Directors prior to that date, who is elected or appointed to
the Board of Directors as an Outside Director shall be granted 800 shares of Common
Stock upon such Director’s election or appointment.
	 
	 	(b)	 	Subsequent Grants prior to October 1, 2006. On January 28, 2004 and on
the date of each subsequent annual meeting of shareholders of the Company (“Grant
Date”) that occurs prior to October 1, 2006, an Outside Director, if elected,
re-elected or retained as an Outside Director at such meeting, shall be granted such
number of shares of Common Stock, rounded down to the nearest whole share, whose value
on the Grant Date shall equal fifty (50) percent of the annual retainer fee voted by
the Board of Directors, exclusive of any meeting or committee fees. The value of a
share of Common Stock on the Grant Date means the closing sales price on that date, or
on the next preceding trading day if such date was not a trading day, as reported on
the New York Stock Exchange or as otherwise determined by the Committee. The remaining
percent of the annual retainer fee, both for Outside Directors serving on January 28,
2004 and Outside Directors who may begin serving on the Board of Directors thereafter,
shall be paid in cash at that time less any required withholdings for taxes and related
charges. Prior to October 1, 2006, Directors elected during the year shall be granted
a proportionate share of the annual retainer fee at the time of their election, with
fifty (50) percent each in Common Stock and cash as set forth above. The Committee
shall have the right to reduce the percentage of the retainer fee to be paid in Common
Stock in any calendar year, provided that such reductions may be made only one time in
each calendar year.
	 
	 	(c)	 	Subsequent Grants on and after October 1, 2006. Effective October 1,
2006, if all or any portion of the annual retainer or committee chair (or successor
chair) fees are to be paid in the form of shares of Common Stock under this Plan, as
approved by the Board, then the number of shares of Common Stock to be issued shall be
such number, rounded down to the nearest whole share, whose value (determined on the
date payment is due to be made) shall equal the amount to be paid. The value of a
share of Common Stock on any given date means the closing sales price on that date, or
on the next preceding trading day if such date was not a trading day, as reported on
the New York Stock Exchange.
	 
	 	(d)	 	Deferral of Grants. An Outside Director may defer receipt of all or
any portion of the Common Stock and/or cash received pursuant to Section 6(b) or (c) in
accordance with the terms and conditions of the Johnson Controls, Inc. Deferred
Compensation Plan for Certain Directors (the “Deferred Compensation Plan”). An Outside
Director may not defer receipt of any portion of the Common Stock received pursuant to
Section 6(a).




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	7.	 	Termination of Service as Outside Director. If an Outside Director ceases to serve
on the Board of Directors, then all rights to receive Common Stock hereunder shall terminate
immediately.
	 
	8.	 	Adjustment Provisions. In the event of any change in the shares of the Common Stock
by reason of a declaration of a stock dividend (other than a stock dividend declared in lieu
of an ordinary cash dividend), spin-off, merger, consolidation, recapitalization, or split-up,
combination or exchange of shares or otherwise, the aggregate number of shares available under
this Plan shall be appropriately adjusted by the Committee, using the same standards and/or
formulas as it uses in making adjustments under the Johnson Controls, Inc. 2007 Stock Option
Plan.
	 
	9.	 	Termination and Amendment of Plan. The Board of Directors (acting through the
Committee to the extent permitted by law) may at any time terminate the Plan and may amend the
Plan, not more often than once in any six month period, as it shall deem advisable including
(without limiting the generality of the foregoing) any amendments deemed by the Board of
Directors to be necessary or advisable to assure conformity of the Plan with any requirements
of state and federal laws or regulations now or hereafter in effect; provided, however, that
the Board of Directors may not, without further approval by the shareholders of the Company
make any modifications which, under Rule 16b-3 or the rules of the New York Stock Exchange,
require such approval.
	 
	10.	 	Rights as a Shareholder. An Outside Director shall have no rights as a shareholder
with respect to Common Stock granted under this Plan until the date of issuance of the stock
certificate to him or her. No adjustment will be made for dividends or other rights for which
the record date is prior to the date such Common Stock is issued. All dividends and voting
rights accrue as of the Grant Date to the Outside Director.
	 
	11.	 	Governing Law. The Plan, all awards hereunder, and all determinations made and
actions taken pursuant to the Plan shall be governed by the laws of the State of Wisconsin and
construed in accordance therewith, to the extent not otherwise governed by the Internal
Revenue Code or the laws of the United States.
	 
	12.	 	Unfunded Plan. This Plan shall be unfunded. No person shall have any rights greater
than those of a general creditor of the Company.






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