Exhibit








Exhibit 10.1
    


	
		
	
	 








December 8, 2017


Dear Mr. Oliver, 


The purpose of this letter agreement (this “Letter Agreement”) is to formalize the agreement between you and Johnson Controls International plc (the “Company”) regarding the termination of your employment agreement and to address certain matters related thereto. Your execution of this Letter Agreement will represent your acceptance of all the terms set forth below.


		
	1.
	Termination of the Executive Employment Agreement.  The Executive Employment Agreement dated as of January 24, 2016, between you and the Company (the “Employment Agreement”) shall terminate as of the date hereof.  Upon the termination of the Employment Agreement, you shall have no further rights thereunder, including but not limited to the right to receive any payments described therein. You shall continue to be employed by the Company as an “at will” employee.   




		
	2.
	Consideration.  As consideration for your agreement to (i) terminate the Executive Employment Agreement and (ii) abide by the Restrictive Covenants set forth in paragraph 3 below, you shall be entitled to participate in the Johnson Controls International PLC Severance and Change of Control Policy for Officers or such other plan as in effect at the time of your termination, in accordance with the terms set forth therein.




		
	3.
	Restrictive Covenants. 




(a)Confidential Information.  You agree that you will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the your assigned duties and for the benefit of the Company or an affiliate, either during the period of your employment or at any time thereafter, any nonpublic, proprietary or confidential information, knowledge or data relating to the Company, any of its Subsidiaries, affiliated companies or businesses, which shall have been obtained by you during your employment by the Company or an affiliate.  The foregoing shall not apply to information that (i) was known to the public prior to its disclosure to you; (ii) becomes known to the public subsequent to disclosure to you through no wrongful act of you or any representative of you; or (iii) you are required to disclose by applicable law, regulation or legal process (provided that, to the extent permitted by law, regulation or legal process, you provide the Company with prior notice of the contemplated disclosure and reasonably cooperate with the Company at its expense in seeking a protective order or other appropriate protection of such information).  Notwithstanding clauses (i) and (ii) of the preceding sentence, your obligation to maintain such disclosed information in confidence shall not terminate where only portions of the information are in the public domain.  Notwithstanding the foregoing, nothing herein shall prohibit you from reporting or otherwise disclosing possible violations of state, local or federal law or regulation to any governmental agency or entity, or making other disclosures that, in each case, are protected under whistleblower provisions of local, state or federal law or regulation.


(b)Non-Competition. You acknowledge that you perform services of a unique nature for the Company that are irreplaceable, and that your performance of such services for a competing business will result in irreparable harm to the Company. Accordingly, except as prohibited by law, during your employment with the Company or an affiliate and for the one (1) year period following termination of employment for any reason, you agrees that you will not, directly or indirectly, own, manage, operate, control (including indirectly through a debt or equity investment), provide services to, or be employed by any person or entity engaged in any business that is (i) located in or provides services or products to a region with respect to which you had 











substantial responsibilities while employed by the Company or its present or former parent, subsidiaries or affiliates, and (ii) competitive with (A) the line of business or businesses of the Company or its present or predecessor parent, subsidiaries or affiliates that you were employed with during your employment (including any prospective business to be developed or acquired that was proposed at the date of termination of employment), or (B) any other business of the Company or its present or predecessor parent, subsidiaries or affiliates with respect to which you had substantial exposure during such employment. This paragraph 3(b) shall not prevent you from owning not more than one percent (1%) of the total shares of all classes of stock outstanding of any publicly held entity engaged in such business, nor will it restrict you from rendering services to charitable organizations, as such term is defined in section 501(c) of the Internal Revenue Code of 1986, as amended.


(c)Non-Solicitation. You agree that during your employment with the Company or an affiliate, and for the two-year period thereafter, you will not, directly or indirectly, on your own behalf or on behalf of another (i) solicit, recruit, aid or induce any employee of the Company or its present or former parent, subsidiaries or affiliates to leave their employment with the Company or its present or former parent, subsidiaries or affiliates in order to accept employment with or render services to another person or entity unaffiliated with the Company or its present or former parent, subsidiaries or affiliates, or (ii) hire or knowingly take any action to assist or aid any other person or entity in identifying or hiring any such employee, or solicit, aid, or induce any customer of the Company or its present or former parent, subsidiaries or affiliates to purchase goods or services then sold by the Company or its present or former parent, subsidiaries or affiliates from another person or entity, or assist or aid any other persons or entity in identifying or soliciting any such customer, or otherwise interfere with the relationship of the Company or its present or former parent, subsidiaries or affiliates with any of its employees, customers, agents, or representatives.


(d)Non-Disparagement.  Each of you and the Company (for purposes hereof, the Company shall mean only the officers and directors thereof, or the officers and directors of any affiliate, and not any other employees) agrees not to make any statements that disparage the other party, or in the case of the Company, its respective subsidiaries, affiliates, employees, officers, directors, products or services.  Notwithstanding the foregoing, statements made in the course of sworn testimony in administrative, judicial or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) shall not be subject to this paragraph 3(d).


(e)Reasonableness.  In the event the provisions of this paragraph 3 shall ever be deemed to exceed the time, service, scope, geographic or other limitations permitted by applicable laws in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, service, scope, geographic or other limitations, as the case may be, permitted by applicable laws.


		
	4.
	Entire Agreement.  This Letter Agreement constitutes a complete and exclusive statement of the terms of the agreement between the parties and supersedes all prior agreements with respect to its subject matter.




		
	5.
	No Right to Employment.  This Letter Agreement is not to be construed as an employment contract.  Nothing in this Letter Agreement is or will be construed as an agreement or understanding, express or implied, that the Company or any of its affiliates will employ you in any particular position, for any particular period of time or at any particular compensation or benefit rate.  




		
	6.
	Waiver.  The failure of any party hereto to insist, in any one or more instances, upon performance of any of the terms and conditions of this Letter Agreement, shall not be construed as a waiver or relinquishment of any right granted hereunder or of the future performance of any such term, covenant or condition.




		
	7.
	Governing Law.  This Letter Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin, without reference to the conflict of law principles thereof.  






[signature page follows]















If you accept the terms of this Letter Agreement, then please return an originally signed copy of this Letter Agreement to Lynn Minella by no later than December 8, 2017.  
	
					
	 
	 
	 
	Sincerely,
	 

	 
	 
	 
	 
	 

	 
	 
	 
	JOHNSON CONTROLS INTERNATIONAL PLC

	 
	 
	 
	 
	 

	 
	 
	 
	By:/s/ Lynn Minella
	 

	 
	 
	 
	          Lynn Minella, Executive Vice President,

	 
	 
	 
	              Human Resources






Please sign below to signify your understanding an acceptance of the terms and conditions of this agreement.


	
					
	 
	 
	 
	/s/ George R. Oliver
	 

	 
	 
	 
	George R. Oliver
	 

	 
	 
	 
	 
	 

	 
	 
	 
	Date: December 8, 2017