exv10ws



 







Exhibit 10.S




	 	 	 
	

	 	Johnson Controls, Inc.
	

	 	5757 North Green Bay Avenue
	

	 	Post Office Box 591
	

	 	Milwaukee, WI 53201-0591
	

	 	Tel. 414-524-2233
	

	 	FAX: 414-524-3311
	 
	 	 
	

	 	John M. Barth
	

	 	Chairman and
	

	 	Chief Executive Officer
		 	 
	

	 	Mr. Giovanni Fiori

Via Riaffrico, 38

51016 Montecatini Terme

(Pistoia) ITALY
	 
	 	 
	

	 	November 29, 2004






Dear John:




Upon your signature, this letter shall be effective as an amendment to the
Executive Employment Agreement covering your employment by Johnson Controls, Inc.
or its affiliated companies, (“JCI”). It is recognized that you are not covered by
a JCI pension, unlike other members of JCI senior management, and to compensate for
this difference it is agreed as follows:




1. Should you choose to work at JCI until your 65th birthday, you would
be paid a supplemental pension of E25,000 per month until your death.




2. Should you choose to take early retirement prior to your 65th
birthday, you would be paid a severance payment of E2,000,000 in lump sum upon such
early retirement in lieu of any pension. Such severance payment would be paid upon
execution of the Agreement attached as Exhibit A.




3. You will be enrolled in the JCI Executive Survivor Plan effective immediately to
provide protection against the financial impact of death prior to your retirement.
The Plan is attached as Exhibit B.




Your actual retirement date would need to be mutually agreed upon between us
no later than July 1, 2006. If you understand the terms of this letter and are in
agreement with its terms, please sign both copies of this letter and keep one copy
for your personal files.




	 	 	 
	GIOVANNI FIORI

	 	JOHNSON CONTROLS, INC.
	/s/ GIOVANNI FIOR

	 	By: /s/ JOHN M. BARTH
	 
	 
	Date: December 2, 2004

	 	Title: President & CEO






 









 





	 	 	 
	

	 	Johnson Controls, Inc.
	

	 	5757 North Green Bay Avenue
	

	 	Post Office Box 591
	

	 	Milwaukee, WI 53201-0591
	

	 	Tel. 414/524 2233
	

	 	FAX: 414/524 3311











EXHIBIT A




SETTLEMENT AGREEMENT




BETWEEN




________________________ with registered office at _____________________, (hereinafter “The
Company”) in the person of its special attorney, by virtue of the special power of attorney granted
to him on ______________ — on the one part –




AND




_______________, born in __________, on _____________ and resident at
_______________________, — on the other part –




WHEREAS





	 	a)  	There has been an employment relationship in force for an indefinite term between
_________and _________since _________.
	 
	 	b)  	The parties have decided to mutually terminate the employment between _________and
_________and to finally settle all outstanding questions in relation to the
same.





NOW HAVING REGARD TO ALL THE ABOVE




	 
	with a view
to settling all outstanding questions as indicated above and
preventing any other




question arising from the employment relationship arising between the parties, the parties,







 









 






HEREBY AGREE AND STIPULATE AS FOLLOWS




1. Recitals.




The above Recitals are incorporated herein and form a substantial part of these Minutes.




2. Termination of employment.





	A)  	The employment relationship between the parties will be terminated by mutual agreement for
all legal effects by virtue of the consent expressed herein on the date hereof, i.e. _________,
and waiving all reciprocal obligations relative to notice.
	 
	B)  	The Company by virtue of the mutual termination of the employment undertakes to pay to Mr.
_________all the indemnities and the amounts due to him by virtue of the termination of
his employment due by law (vacation not taken, thirteenth and fourteenth monthly salary
installments, severance pay). The latter indemnities are equal to _________gross.
	 
	C)  	Mr. ___simply reserves the right to carry out an accounting check upon the exactness of
the calculations relative to the indemnities and amounts due to him at the end of his
employment as soon as he has checked the relating salary details.





3. Incentive to leave the Company.





	   	The Company shall also pay to Mr. _________the sum of USD ___gross (and thus
_________net) by way of incentive to leave the Company as provided by Art. 12, paragraph 4,
lett. b) of Law n. 153 of April 30, 1969 as amended by Art. 6 of Legislative Decree n. 314 of
September 2, 1997 n. 314. As Mr. _________is more than 55 years of age the above sum will be taxed
at the same tax rate as severance pay (T.F.R.) reduced by one half, as provided under Art. 17,
4th paragraph of Presidential Decree n. 917 of December 22, 1986.





4. Ways and terms of payment.





	   	The sum indicated in point 2B (amounts due upon termination of his employment) shall be paid
as soon as the relative figures are available, but in any event by and no later than _________. The
sum indicated in point 3 above shall be paid to Mr. _________through _________upon execution of
the minutes of settlement before the Direzione del Lavoro of _________, which the Company has
already asked for the parties to be summoned.





5. Waivers.






	   	With the full and due fulfillment of all the obligations contained in this agreement the
parties declare that they do not have anything further to claim from each other and that




 









 






	   	they waive any claim or request in any way connected or associated with or even caused by the
employment relationship with the manager and its termination and thus by way of example only also
waive any claim relative to a different seniority, to salary arrears of any nature and type, to
further damages also under articles 2116, 2103 and 2087 Civil Code.
	 
	   	In particular, Mr. _________waives any claims for compensation and thus, by way of example only,
for biological damages, damages from demotion, damage to his personal life, damage to health,
patrimonial damage, moral damage for mobbing, both direct and indirect past, present and future.
	 
	   	Finally the Company vis-à-vis such waivers, declares that it will hold Mr. _________harmless
against any liability which he may have incurred in the lawful performance of his duties during his
employment with the Company.
	 
	   	The fulfillment of the conditions set forth in the above points, in accordance with the mutual
intent of making this agreement a general and all inclusive settlement, will remove the grounds for
any claim past, present or future, which is based, in any way on the relationship between the
parties as indicated above.
	 
	   	The lawyers of the parties sign this settlement by way of waiver to their joint and several
right under article 68 LPF.
	 
	   	Read Confirmed Signed.