Exhibit 10.3

 

EMPLOYEE MATTERS AGREEMENT

 

BY AND BETWEEN

 

JOHNSON CONTROLS INTERNATIONAL PLC

 

AND

 

ADIENT LIMITED

 

DATED AS OF SEPTEMBER 8, 2016

 











 

TABLE OF CONTENTS

 

	
ARTICLE I   DEFINITIONS
    	
1
    
	
 
    	
 
    	
 
    
	
Section 1.01.
    	
Definitions
    	
1
    
	
Section 1.02.
    	
Interpretation
    	
10
    
	
 
    	
 
    	
 
    
	
ARTICLE II   GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES
    	
11
    
	
 
    	
 
    	
 
    
	
Section 2.01.
    	
General Principles
    	
11
    
	
Section 2.02.
    	
Service Credit
    	
12
    
	
Section 2.03.
    	
Benefit Plans
    	
12
    
	
Section 2.04.
    	
Individual Agreements
    	
13
    
	
Section 2.05.
    	
Collective Bargaining
    	
14
    
	
Section 2.06.
    	
Non-U.S. Regulatory   Compliance
    	
14
    
	
 
    	
 
    	
 
    
	
ARTICLE III   ASSIGNMENT OF EMPLOYEES
    	
14
    
	
 
    	
 
    	
 
    
	
Section 3.01.
    	
Active Employees
    	
14
    
	
Section 3.02.
    	
No-Hire and   Nonsolicitation
    	
15
    
	
 
    	
 
    	
 
    
	
ARTICLE IV   EQUITY, CASH, AND EXECUTIVE COMPENSATION
    	
16
    
	
 
    	
 
    	
 
    
	
Section 4.01.
    	
Generally
    	
16
    
	
Section 4.02.
    	
Equity Awards
    	
17
    
	
Section 4.03.
    	
Short-Term Incentive   Plans
    	
23
    
	
Section 4.04.
    	
Long-Term Incentive   Awards
    	
24
    
	
Section 4.05.
    	
Director Compensation
    	
24
    
	
 
    	
 
    	
 
    
	
ARTICLE V   U.S. RETIREMENT PLANS
    	
25
    
	
 
    	
 
    	
 
    
	
Section 5.01.
    	
Johnson Controls U.S.   Pension Plans
    	
25
    
	
Section 5.02.
    	
Adient U.S. Pension   Plans
    	
25
    
	
Section 5.03.
    	
Adient U.S. Savings   Plan
    	
25
    
	
Section 5.04.
    	
AE Savings Plan
    	
28
    
	
Section 5.05.
    	
Pension Plan   Supplemental Benefits under the Johnson Controls Retirement Restoration Plan
    	
28
    
	
Section 5.06.
    	
Savings Supplemental   Accounts under the Adient Retirement Restoration Plan
    	
28
    
	
Section 5.07.
    	
Adient Executive   Deferred Compensation Plan
    	
29
    
	
Section 5.08.
    	
Johnson Controls   Director Deferred Compensation Plan
    	
29
    
	
Section 5.09.
    	
Nonqualified Plan   Participation; Distributions
    	
29
    
	
Section 5.10.
    	
Joint Venture   Retirement Plans
    	
30
    
	
 
    	
 
    	
 
    
	
ARTICLE VI   GLOBAL AND U.S. WELFARE BENEFIT PLANS
    	
30
    
	
 
    	
 
    	
 
    
	
Section 6.01.
    	
U.S. Welfare Plans
    	
30
    
	
Section 6.02.
    	
Adient U.S. Retiree   Medical Plan
    	
32
    


 

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Section 6.03.
    	
COBRA
    	
33
    
	
Section 6.04.
    	
Vacation, Holidays and   Leaves of Absence
    	
33
    
	
Section 6.05.
    	
Severance and   Unemployment Compensation
    	
33
    
	
Section 6.06.
    	
Workers’ Compensation
    	
34
    
	
Section 6.07.
    	
Insurance Contracts
    	
34
    
	
Section 6.08.
    	
Third-Party Vendors
    	
34
    
	
Section 6.09.
    	
Joint Venture Welfare   Plans
    	
34
    
	
 
    	
 
    	
 
    
	
ARTICLE VII   NON-U.S. EMPLOYEES AND BENEFIT PLANS
    	
34
    
	
 
    	
 
    	
 
    
	
Section 7.01.
    	
Non-U.S. Employees
    	
34
    
	
Section 7.02.
    	
Adient Non-U.S. Pension   Plans
    	
35
    
	
Section 7.03.
    	
Adient Non-U.S. Welfare   Plans
    	
35
    
	
Section 7.04.
    	
Johnson Controls   Non-U.S. Pension Plan
    	
35
    
	
 
    	
 
    	
 
    
	
ARTICLE VIII   MISCELLANEOUS
    	
35
    
	
 
    	
 
    	
 
    
	
Section 8.01.
    	
Employee Records
    	
35
    
	
Section 8.02.
    	
Preservation of Rights   to Amend
    	
37
    
	
Section 8.03.
    	
Fiduciary Matters
    	
37
    
	
Section 8.04.
    	
Further Assurances
    	
37
    
	
Section 8.05.
    	
Counterparts; Entire   Agreement; Corporate Power
    	
37
    
	
Section 8.06.
    	
Governing Law; Consent   to Jurisdiction; Waiver of Jury Trial
    	
38
    
	
Section 8.07.
    	
Assignability
    	
38
    
	
Section 8.08.
    	
Third-Party   Beneficiaries
    	
39
    
	
Section 8.09.
    	
Notices
    	
39
    
	
Section 8.10.
    	
Severability
    	
40
    
	
Section 8.11.
    	
Force Majeure
    	
40
    
	
Section 8.12.
    	
No Set-Off
    	
40
    
	
Section 8.13.
    	
Headings
    	
40
    
	
Section 8.14.
    	
Survival of Covenants
    	
40
    
	
Section 8.15.
    	
Waivers of Default
    	
40
    
	
Section 8.16.
    	
Dispute Resolution
    	
41
    
	
Section 8.17.
    	
Specific Performance
    	
41
    
	
Section 8.18.
    	
Amendments
    	
41
    
	
Section 8.19.
    	
Mutual Drafting
    	
41
    
	
 
    	
 
    	
 
    
	
Schedules
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Schedule 1.01(a)
    	
Adient Group Employees   and Former Adient Group Employees
    	
 
    
	
Schedule 1.01(b)
    	
Adient Non-U.S. Pension   Plans
    	
 
    
	
Schedule 1.01(c)
    	
Adient Non-U.S. Welfare   Plans
    	
 
    
	
Schedule 1.01(d)
    	
Adient Short-Term   Incentive Plans
    	
 
    
	
Schedule 1.01(e)
    	
Adient U.S. Welfare   Plans
    	
 
    
	
Schedule 1.01(f)
    	
Individual Agreements
    	
 
    
	
Schedule 1.01(g)
    	
Johnson Controls   Short-Term Incentive Plans
    	
 
    
	
Schedule 1.01(h)
    	
Retained Adient German   Pension Plans
    	
 
    


 

ii











 

	
Schedule 2.04
    	
Certain Individual   Agreements
    	
 
    
	
Schedule 5.10
    	
Joint Venture   Retirement Plans
    	
 
    
	
Schedule 6.09
    	
Joint Venture Welfare   Plans
    	
 
    
	
Schedule 8.01(b)
    	
Employee Records
    	
 
    


 

iii











 

EMPLOYEE MATTERS AGREEMENT

 

THIS EMPLOYEE MATTERS AGREEMENT, dated as of September 8, 2016 (this “Agreement”), is by and between Johnson Controls International plc, a public limited company organized under the laws of Ireland (“Johnson Controls”), and Adient Limited, a private limited company organized under the laws of Ireland (“Adient”).  Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings set forth in Article I or ascribed to them in the Separation and Distribution Agreement.

 

R E C I T A L S

 

WHEREAS, the board of directors of Johnson Controls (the “Johnson Controls Board”) has determined that it is in the best interests of Johnson Controls and its shareholders to create a new publicly traded company that shall operate the Adient Business;

 

WHEREAS, in furtherance of the foregoing, the Johnson Controls Board has determined that it is appropriate and desirable to separate the Adient Business from the Johnson Controls Business (the “Separation”) and, following the Separation, to make a distribution in specie of the Adient Business to the holders of Johnson Controls Shares on the Record Date, through (a) the transfer to Adient, which will have been re-registered as a public limited company, of Johnson Controls’ entire legal and beneficial interest in the issued share capital of Adient Global Holdings Ltd, an indirect, wholly owned subsidiary of Johnson Controls that has been formed to hold directly or indirectly the assets and liabilities associated with the Adient Business, and (b) the issuance of ordinary shares of Adient to holders of Johnson Controls Shares on the Record Date on a pro rata basis (the “Distribution”);

 

WHEREAS, in order to effectuate the Separation and the Distribution, Johnson Controls and Adient have entered into that certain Separation and Distribution Agreement, dated as of September 8, 2016 (the “Separation and Distribution Agreement”); and

 

WHEREAS, in addition to the matters addressed by the Separation and Distribution Agreement, the Parties desire to enter into this Agreement to set forth the terms and conditions of certain employment, compensation, and benefit matters.

 

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

 

ARTICLE I
 DEFINITIONS

 

Section 1.01.                          Definitions.  For purposes of this Agreement, the following terms shall have the meanings set forth below.

 

“Adient” shall have the meaning set forth in the preamble to this Agreement.

 

“Adient Awards” shall mean, collectively, Adient Options, Adient Stock Appreciation Rights, and Adient Restricted Stock Unit Awards.

 

“Adient Benefit Plan” shall mean any Benefit Plan established, sponsored, maintained, or contributed to by a member of the Adient Group as of or after the Effective Time.

 











 

“Adient Board” shall mean the Board of Directors of Adient.

 

“Adient Business” shall have the meaning set forth in the Separation and Distribution Agreement.

 

“Adient Designees” shall have the meaning set forth in the Separation and Distribution Agreement.

 

“Adient Director Plan” shall mean the Adient plc 2016 Director Share Plan.

 

“Adient Equity Plan” shall mean the Adient plc 2016 Omnibus Incentive Plan.

 

“Adient Executive Deferred Compensation Plan” shall mean the Adient US LLC Executive Deferred Compensation Plan.

 

“Adient German Pension Plan Carve-Out” shall have the meaning set forth in Section 7.02(b).

 

“Adient Group” shall have the meaning set forth in the Separation and Distribution Agreement.

 

“Adient Group Employee” shall mean (a) each individual who is primarily dedicated to the Adient Business as of immediately prior to the Effective Time (including any such individual who is not actively working as of the Effective Time as a result of an illness, injury, or leave of absence), and (b) each individual who is identified on Schedule 1.01(a)(i)(A) hereto, but excluding (c) each individual who is identified on Schedule 1.01(a)(i)(B) hereto.

 

“Adient HSA” shall have the meaning set forth in Section 6.01(c).

 

“Adient Joint Venture Savings Plans” shall mean, collectively, the Bridgewater LLC Savings and Investment (401k) Plan and the Avanzar Interiors LLC Savings and Investment (401k) Plan.

 

“Adient Liabilities” shall have the meaning set forth in the Separation and Distribution Agreement.

 

“Adient Long-Term Incentive Award” shall mean a long-term incentive cash award granted by Adient pursuant to the Adient Equity Plan in accordance with Section 4.04(b).

 

“Adient Nonqualified Plans” shall mean the Adient Retirement Restoration Plan and the Adient Executive Deferred Compensation Plan.

 

“Adient Non-U.S. Pension Plans” shall mean, collectively, the plans listed on Schedule 1.01(b) hereto.

 

“Adient Non-U.S. Welfare Plans” shall mean the Welfare Plans established, sponsored, maintained, or contributed to by any member of the Adient Group for the benefit of Adient Group

 

2











 

Employees and Former Adient Group Employees who are Non-U.S. Employees and Former Non-U.S. Employees, respectively, including the Welfare Plans listed in Schedule 1.01(c) hereto.

 

“Adient Option” shall mean an option to purchase Adient Shares granted by Adient pursuant to the Adient Equity Plan in accordance with Section 4.02(a).

 

“Adient Ratio” shall mean the quotient obtained by dividing the Johnson Controls Pre-Distribution Stock Value by the Adient Stock Value.

 

“Adient Restricted Stock Unit Award” shall mean a restricted stock unit award in respect of Adient Shares granted pursuant to the Adient Equity Plan in accordance with Section 4.02(c).

 

“Adient Retirement Restoration Plan” shall mean the Adient US LLC Retirement Restoration Plan.

 

“Adient Share Fund” shall have the meaning set forth in Section 5.03(d).

 

“Adient Shares” shall have the meaning set forth in the Separation and Distribution Agreement.

 

“Adient Short-Term Incentive Plans” shall mean any annual or short-term incentive cash compensation plan sponsored or maintained by Adient immediately following the Effective Time, including the plans listed in Schedule 1.01(d) hereto.

 

“Adient Stock Appreciation Right” shall mean a stock appreciation right in respect of Adient Shares granted by Adient pursuant to the Adient Equity Plan in accordance with Section 4.02(b).

 

“Adient Stock Value” shall mean the closing share price of Adient Shares on the NYSE on the Distribution Date.

 

“Adient U.S. Pension Plans” shall mean, collectively, the Johnson Controls Automotive Experience Production Employees Pension Plan and the JCIM US, LLC Pension Plan for Bryan, Ohio Union Employees.

 

“Adient U.S. Retiree Medical Plan” shall mean the Adient US LLC Non-Union Retiree Medical Plan.

 

“Adient U.S. Savings Plan” shall mean the Adient US LLC Savings and Investment (401k) Plan.

 

“Adient U.S. Savings Plan Trust” shall mean the master trust for U.S. defined contribution plans to be established by Adient.

 

“Adient U.S. VEBA” shall mean the Adient US LLC Non-Union Retiree Medical Trust Agreement.

 

3











 

“Adient U.S. Welfare Plans” shall mean the Welfare Plans established, sponsored, maintained, or contributed to by any member of the Adient Group for the benefit of Adient Group Employees and Former Adient Group Employees who are U.S. Employees and Former U.S. Employees, respectively, including the Welfare Plans listed in Schedule 1.01(e) hereto.

 

“Adient Welfare Plans” shall mean the Adient U.S. Welfare Plans and the Adient Non-U.S. Welfare Plans.

 

“Adjusted Johnson Controls Awards” shall mean, collectively, Adjusted Johnson Controls Options, Adjusted Johnson Controls Stock Appreciation Rights, and Adjusted Johnson Controls Restricted Stock Unit Awards.

 

“Adjusted Johnson Controls Option” shall mean a Johnson Controls Option, adjusted as of the Effective Time in accordance with Section 4.02(a).

 

“Adjusted Johnson Controls Restricted Stock Unit Award” shall mean a Johnson Controls Restricted Stock Unit Award, adjusted as of the Effective Time in accordance with Section 4.02(c).

 

“Adjusted Johnson Controls Stock Appreciation Right” shall mean a Johnson Controls Stock Appreciation Right, adjusted as of the Effective Time in accordance with Section 4.02(b).

 

“AE Savings Plan” shall mean the Johnson Controls Automotive Experience Production Employees Savings and Investment (401k) Plan.

 

“Affiliate” shall have the meaning set forth in the Separation and Distribution Agreement.

 

“Agreement” shall have the meaning set forth in the preamble to this Agreement and shall include all Schedules hereto and all amendments, modifications, and changes hereto entered into pursuant to Section 8.18.

 

“Ancillary Agreement” shall have the meaning set forth in the Separation and Distribution Agreement.

 

“Assets” shall have the meaning set forth in the Separation and Distribution Agreement.

 

“Benefit Plan” shall mean any contract, agreement, policy, practice, program, plan, trust, commitment or arrangement providing for benefits, perquisites or compensation of any nature from an employer to any Employee, or to any family member, dependent, or beneficiary of any such Employee, including pension plans, superannuation plans, thrift plans, supplemental pension plans, and welfare plans, and contracts, agreements, policies, practices, programs, plans, trusts, commitments, and arrangements providing for terms of employment, fringe benefits, severance benefits, termination indemnities, change in control protections or benefits, travel and accident, life, accidental death and dismemberment, disability and accident insurance, tuition reimbursement, travel reimbursement, vacation, sick, personal or bereavement days, leaves of absences, and holidays; provided, however, that the term “Benefit Plan” shall not include any government-sponsored benefits, such as workers’ compensation, unemployment, or any similar plans, programs, or policies.

 

4











 

“COBRA” shall mean the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as codified in Section 601 et seq. of ERISA and in Section 4980B of the Code.

 

“Code” shall have the meaning set forth in the Separation and Distribution Agreement.

 

“Dispute” shall have the meaning set forth in the Separation and Distribution Agreement.

 

“Distribution” shall have the meaning set forth in the recitals to this Agreement.

 

“Distribution Date” shall have the meaning set forth in the Separation and Distribution Agreement.

 

“Distribution Ratio” shall have the meaning set forth in the Separation and Distribution Agreement.

 

“Effective Time” shall have the meaning set forth in the Separation and Distribution Agreement.

 

“Employee” shall mean any Johnson Controls Group Employee or Adient Group Employee.

 

“ERISA” shall mean the U.S. Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

 

“Exchange Act” shall have the meaning set forth in the Separation and Distribution Agreement.

 

“FICA” shall have the meaning set forth in Section 3.01(e).

 

“Force Majeure” shall have the meaning set forth in the Separation and Distribution Agreement.

 

“Former Adient Group Employee” shall mean (a) each individual who is a former employee of Johnson Controls or any of its former Subsidiaries as of the Effective Time whose most recent employment with Johnson Controls was primarily dedicated to the Adient Business, and (b) each individual who is identified on Schedule 1.01(a)(ii)(A) hereto, but excluding (c) each individual who is identified on Schedule 1.01(a)(ii)(B) hereto.

 

“Former Employees” shall mean Former Johnson Controls Group Employees and Former Adient Group Employees.

 

“Former Johnson Controls Group Employee” shall mean any individual who is a former employee of the Johnson Controls Group as of the Effective Time and who is not a Former Adient Group Employee.

 

“Former Non-U.S. Employee” shall mean any Former Employee other than a Former U.S. Employee.

 

5











 

“Former U.S. Employee” shall mean any Former Employee who was assigned primarily to operations in the United States during his or her employment with the Johnson Controls Group.

 

“FUTA” shall have the meaning set forth in Section 3.01(e).

 

“Governmental Authority” shall have the meaning set forth in the Separation and Distribution Agreement.

 

“HIPAA” shall mean the U.S. Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder.

 

“Incurred Claims” shall mean a Liability related to services or benefits provided under a Benefit Plan, and shall be deemed to be incurred:  (a) with respect to medical, dental, vision, and prescription drug benefits, upon the rendering of services giving rise to such Liability; (b) with respect to death benefits, life insurance, accidental death and dismemberment insurance, and business travel accident insurance, upon the occurrence of the event giving rise to such Liability; (c) with respect to disability benefits, upon the date of disability, as determined by the disability benefit insurance carrier or claim administrator, giving rise to such Liability; (d) with respect to a period of continuous hospitalization, upon the date of admission to the hospital; and (e) with respect to tuition reimbursement or adoption assistance, upon completion of the requirements for such reimbursement or assistance, whichever is applicable.

 

“Indemnified Party” shall have the meaning set forth in the Separation and Distribution Agreement.

 

“Individual Agreement” shall mean any individual (a) employment contract, (b) retention, severance, or change of control agreement, (c) expatriate (including any international assignee) contract or agreement (including agreements and obligations regarding repatriation, relocation, equalization of taxes, and living standards in the host country), (d) intellectual property assignment agreements, or (e) other agreement containing restrictive covenants (including confidentiality, noncompetition, and nonsolicitation provisions) between a member of the Johnson Controls Group or the Adient Group, on the one hand, and an Adient Group Employee or Former Adient Group Employee, on the other hand, as in effect immediately prior to the Effective Time, including each agreement listed in Schedule 1.01(f) hereto.

 

“IRS” shall have the meaning set forth in the Separation and Distribution Agreement.

 

“Johnson Controls” shall have the meaning set forth in the preamble to this Agreement.

 

“Johnson Controls Awards” shall mean, collectively, Johnson Controls Options, Johnson Controls Stock Appreciation Rights, and Johnson Controls Restricted Stock Unit Awards.

 

“Johnson Controls Benefit Plan” shall mean any Benefit Plan established, sponsored, maintained or contributed to by Johnson Controls or any of its Subsidiaries immediately prior to the Effective Time, excluding any Adient Benefit Plan.

 

“Johnson Controls Board” shall have the meaning set forth in the recitals to this Agreement.

 

6












 

“Johnson Controls Business” shall have the meaning set forth in the Separation and Distribution Agreement.

 

“Johnson Controls Compensation Committee” shall mean the Compensation Committee of the Johnson Controls Board.

 

“Johnson Controls Director Deferred Compensation Plan” shall mean the Johnson Controls, Inc. Deferred Compensation Plan for Certain Directors.

 

“Johnson Controls Equity Plan” shall mean any equity compensation plan sponsored or maintained by Johnson Controls immediately prior to the Effective Time, including the Johnson Controls, Inc. 2012 Omnibus Incentive Plan, the Johnson Controls, Inc. Director Share Unit Plan, the Johnson Controls, Inc. 2007 Stock Option Plan, the Johnson Controls, Inc. 2003 Stock Plan for Outside Directors, and the Johnson Controls, Inc. 2000 Stock Option Plan.

 

“Johnson Controls Executive Deferred Compensation Plan” shall mean the Johnson Controls, Inc. Executive Deferred Compensation Plan.

 

“Johnson Controls Group” shall have the meaning set forth in the Separation and Distribution Agreement.

 

“Johnson Controls Group Employee” shall mean any individual employed by the Johnson Controls Group as of the Effective Time (including any such individual who is not actively working as of the Effective Time as a result of an illness, injury, or leave of absence) who is not an Adient Group Employee.

 

“Johnson Controls HSA” shall have the meaning set forth in Section 6.01(c).

 

“Johnson Controls Liabilities” shall have the meaning set forth in the Separation and Distribution Agreement.

 

“Johnson Controls Long-Term Incentive Award” shall mean any long-term incentive cash award granted pursuant to a Johnson Controls Equity Plan that is outstanding as of immediately prior to the Effective Time.

 

“Johnson Controls Nonqualified Plans” shall mean the Johnson Controls Retirement Restoration Plan, the Johnson Controls Executive Deferred Compensation Plan, and the Johnson Controls Director Deferred Compensation Plan.

 

“Johnson Controls Non-U.S. Pension Plan” shall mean the Johnson Controls K. K. Defined Benefit Corporate Pension Plan.

 

“Johnson Controls Non-U.S. Welfare Plan” shall mean any Welfare Plan established, sponsored, maintained, or contributed to by Johnson Controls or any of its Subsidiaries for the benefit of Non-U.S. Employees or Former Non-U.S. Employees, excluding any Adient Non-U.S. Welfare Plan.

 

7











 

“Johnson Controls Option” shall mean an option to purchase Johnson Controls Shares granted pursuant to a Johnson Controls Equity Plan that is outstanding as of immediately prior to the Effective Time.

 

“Johnson Controls Post-Distribution Stock Value” shall mean the closing per share price of Johnson Controls Shares trading on the NYSE on the Distribution Date.

 

“Johnson Controls Pre-Distribution Stock Value” shall mean the closing per share price of Johnson Controls Shares trading “regular way with due bills” on the NYSE on the trading day immediately preceding the Distribution Date.

 

“Johnson Controls Ratio” shall mean the quotient obtained by dividing the Johnson Controls Pre-Distribution Stock Value by the Johnson Controls Post-Distribution Stock Value.

 

“Johnson Controls Restricted Stock Unit Award” shall mean a restricted stock unit award in respect of Johnson Controls Shares granted pursuant to a Johnson Controls Equity Plan that is outstanding as of immediately prior to the Effective Time.

 

“Johnson Controls Retiree Welfare Plan” shall mean the Johnson Controls, Inc. Retiree Welfare Program.

 

“Johnson Controls Retirement Restoration Plan” shall mean the Johnson Controls, Inc. Retirement Restoration Plan.

 

“Johnson Controls Share Fund” shall have the meaning set forth in Section 5.03(b).

 

“Johnson Controls Shares” shall have the meaning set forth in the Separation and Distribution Agreement.

 

“Johnson Controls Short-Term Incentive Plans” shall mean any annual or short-term incentive cash compensation plan sponsored or maintained by Johnson Controls immediately prior to the Effective Time, including the plans listed in Schedule 1.01(g) hereto, other than any Adient Short-Term Incentive Plans.

 

“Johnson Controls Stock Appreciation Right” shall mean a stock appreciation right in respect of Johnson Controls Shares granted pursuant to a Johnson Controls Equity Plan that is outstanding as of immediately prior to the Effective Time.

 

“Johnson Controls U.S. Pension Plans” shall mean, collectively, the Johnson Controls Pension Plan and the Johnson Controls Production Employees Pension Plan.

 

“Johnson Controls U.S. Savings Plan” shall mean the Johnson Controls Savings and Investment (401k) Plan.

 

“Johnson Controls U.S. Savings Plan Trust” shall mean the master trust for U.S. defined contribution plans maintained by Johnson Controls.

 

8











 

“Johnson Controls U.S. Welfare Plan” shall mean any Welfare Plan established, sponsored, maintained, or contributed to by Johnson Controls or any of its Subsidiaries for the benefit of U.S. Employees or Former U.S. Employees, excluding any Adient U.S. Welfare Plan.

 

“Johnson Controls U.S. VEBA” shall mean the Johnson Controls, Inc. Retiree Welfare Trust Agreement.

 

“Johnson Controls Welfare Plans” shall mean the Johnson Controls U.S. Welfare Plans and the Johnson Controls Non-U.S. Welfare Plans.

 

“Law” shall have the meaning set forth in the Separation and Distribution Agreement.

 

“Liability” or “Liabilities” shall have the meaning set forth in the Separation and Distribution Agreement.

 

“Merger” shall have the meaning set forth in that certain Agreement and Plan of Merger, dated as of January 24, 2016, by and among Johnson Controls (f/k/a Tyco International plc), Johnson Controls, Inc., a Wisconsin corporation, and Jagara Merger Sub, LLC, a Wisconsin limited liability company.

 

“Non-U.S. Employee” shall mean any Employee other than a U.S. Employee.

 

“NYSE” shall have the meaning set forth in the Separation and Distribution Agreement.

 

“Parties” shall mean the parties to this Agreement.

 

“Person” shall have the meaning set forth in the Separation and Distribution Agreement.

 

“Privileged Information” shall have the meaning set forth in the Separation and Distribution Agreement.

 

“Record Date” shall have the meaning set forth in the Separation and Distribution Agreement.

 

“Restricted Period” shall have the meaning set forth in Section 3.02(a).

 

“Retained Adient German Pension Plan Liabilities” shall have the meaning set forth in Section 7.02(b).

 

“Retained Adient German Pension Plans” shall mean any contract, agreement, policy, practice, program, plan, trust, commitment or arrangement established, sponsored, maintained, or contributed to by Johnson Controls or any of its Subsidiaries for the benefit of any Adient Group Employee or Former Adient Group Employee primarily dedicated to the Adient Business in Germany, or to any family member, dependent, or beneficiary of any such Employee and providing benefits to such beneficiaries upon or in connection with the retirement, disability or death of such Employee, which is not completely transferred to a member of the Adient Group by the Effective Time, including, but not limited to those listed on Schedule 1.01(h) hereto.

 

9











 

“Savings Supplemental Accounts” shall have the meaning set forth in Section 5.06(b).

 

“Securities Act” shall mean the U.S. Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder.

 

“Separation” shall have the meaning set forth in the recitals to this Agreement.

 

“Separation and Distribution Agreement” shall have the meaning set forth in the recitals to this Agreement.

 

“Stock Plan Administrator” shall mean Morgan Stanley Smith Barney LLC.

 

“Subsidiary” shall have the meaning set forth in the Separation and Distribution Agreement.

 

“Transferred Director” shall mean any Adient non-employee director as of the Effective Time who served on the Johnson Controls Board immediately prior to the Effective Time.

 

“Transferred FSA Balances” shall have the meaning set forth in Section 6.01(d).

 

“Transition Services Agreement” shall have the meaning set forth in the Separation and Distribution Agreement.

 

“U.S.” shall mean the United States of America.

 

“U.S. Employees” shall mean Employees who are assigned primarily to operations in the United States.

 

“Value Factor” shall mean the quotient of (a) the Johnson Controls Pre-Distribution Stock Value divided by (b) the sum of (i) the Johnson Controls Post-Distribution Stock Value plus (ii) the product of (A) the Adient Stock Value multiplied by (B) the Distribution Ratio.

 

“Welfare Plan” shall mean any “welfare plan” (as defined in Section 3(1) of ERISA) or a “cafeteria plan” under Section 125 of the Code, and any benefits offered thereunder, and any other plan offering health benefits (including medical, prescription drug, dental, vision, mental health, substance abuse, and retiree health), disability benefits, or life, accidental death and dismemberment, and business travel insurance, pre-tax premium conversion benefits, dependent care assistance programs, employee assistance programs, paid time-off programs, contribution funding toward a health savings account, flexible spending accounts, or cashable credits.

 

Section 1.02.                          Interpretation.  Section 10.16 of the Separation and Distribution Agreement is hereby incorporated by reference.

 

10











 

ARTICLE II
 GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES

 

Section 2.01.                          General Principles.

 

(a)                                 Acceptance and Assumption of Adient Liabilities.  Except as otherwise specifically provided herein, as of the Effective Time, Adient and the applicable Adient Designees accept, assume, and agree to faithfully perform, discharge, and fulfill all of the following Liabilities in accordance with their respective terms (each of which shall be considered an Adient Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by Johnson Controls’ or Adient’s respective directors, officers, Employees, Former Employees, agents, Subsidiaries, or Affiliates against any member of the Johnson Controls Group or the Adient Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, or misrepresentation by any member of the Johnson Controls Group or the Adient Group, or any of their respective directors, officers, Employees, Former Employees, agents, Subsidiaries, or Affiliates:

 

(i)                                     any and all wages, salaries, incentive compensation (as the same may be modified by this Agreement), equity compensation (as the same may be modified by this Agreement), commissions, bonuses, and any other employee compensation or benefits payable to or on behalf of any Adient Group Employees and Former Adient Group Employees after the Effective Time, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses, or other employee compensation or benefits are or may have been awarded or earned;

 

(ii)                                  any and all Liabilities whatsoever with respect to claims made by or with respect to any Adient Group Employees or Former Adient Group Employees in connection with any Benefit Plan not retained or assumed by any member of the Johnson Controls Group pursuant to this Agreement, the Separation and Distribution Agreement, or any other Ancillary Agreement;

 

(iii)                               any and all other Liabilities with respect to any Adient Group Employees or Former Adient Group Employees; and

 

(iv)                              any and all Liabilities expressly assumed or retained by any member of the Adient Group pursuant to this Agreement.

 

(b)                                 Acceptance and Assumption of Johnson Controls Liabilities.  Except as otherwise specifically provided herein, as of the Effective Time, Johnson Controls and certain members of the Johnson Controls Group designated by Johnson Controls accept, assume, and agree to faithfully perform, discharge, and fulfill all of the following Liabilities held by Adient or any Adient Designee and Johnson Controls and the applicable members of the Johnson Controls Group shall be responsible for such Liabilities in accordance with their respective terms (each of which shall be considered a Johnson Controls Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by Johnson Controls’ or Adient’s respective directors, officers, Employees, Former Employees, agents, Subsidiaries, or Affiliates against any member of the Johnson Controls Group or the Adient Group) or whether

 

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asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, or misrepresentation by any member of the Johnson Controls Group or the Adient Group, or any of their respective directors, officers, Employees, Former Employees, agents, Subsidiaries, or Affiliates:

 

(i)                                     any and all wages, salaries, incentive compensation (as the same may be modified by this Agreement), equity compensation (as the same may be modified by this Agreement), commissions, bonuses, and any other employee compensation or benefits payable to or on behalf of any Johnson Controls Group Employees and Former Johnson Controls Group Employees after the Effective Time, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses, or other employee compensation or benefits are or may have been awarded or earned;

 

(ii)                                  any and all Liabilities whatsoever with respect to claims made by or with respect to any Johnson Controls Group Employees or Former Johnson Controls Group Employees in connection with any Benefit Plan not retained or assumed by any member of the Adient Group pursuant to this Agreement, the Separation and Distribution Agreement, or any other Ancillary Agreement;

 

(iii)                               any and all other Liabilities with respect to any Johnson Controls Group Employees or Former Johnson Controls Group Employees; and

 

(iv)                              any and all Liabilities expressly assumed or retained by any member of the Johnson Controls Group pursuant to this Agreement.

 

(c)                                  Unaddressed Liabilities.  To the extent that this Agreement does not address particular Liabilities under any Benefit Plan and the Parties later determine that they should be allocated in connection with the Distribution, the Parties shall agree in good faith on the allocation, taking into account the handling of comparable Liabilities under this Agreement.

 

Section 2.02.                          Service Credit.  The Adient Benefit Plans shall, and Adient shall cause each member of the Adient Group to, recognize each Adient Group Employee’s and each Former Adient Group Employee’s full service with Johnson Controls or any of its Subsidiaries or predecessor entities at or before the Effective Time, to the same extent that such service was credited by Johnson Controls for similar purposes prior to the Effective Time as if such full service had been performed for a member of the Adient Group, for purposes of eligibility, vesting, and determination of level of benefits under any such Adient Benefit Plan; provided, however, that the foregoing service recognition shall not apply to the extent it would result in duplication of benefits for the same period of services.

 

Section 2.03.                          Benefit Plans.

 

(a)                                 Establishment of Plans.  Except as otherwise explicitly provided in this Agreement, before the Effective Time, Adient shall, or shall cause an applicable member of the Adient Group to, adopt Benefit Plans (and related trusts, if applicable), with terms that are in the aggregate comparable (or such other standard as is specified in this Agreement with respect to any particular Benefit Plan) to those of the corresponding Johnson Controls Benefit Plans; provided, however, that Adient may limit participation in any such Adient Benefit Plan to Adient Group

 

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Employees and Former Adient Group Employees who participated in the corresponding Johnson Controls Benefit Plan immediately prior to the date of establishment of such plan.

 

(b)                                 No Duplication or Acceleration of Benefits.  Notwithstanding anything to the contrary in this Agreement, the Separation and Distribution Agreement, or any other Ancillary Agreement, no participant in any Adient Benefit Plan shall receive service credit or benefits to the extent that receipt of such service credit or benefits would result in duplication of benefits provided to such participant by the corresponding Johnson Controls Benefit Plan or any other plan, program, or arrangement sponsored or maintained by a member of the Johnson Controls Group.  Furthermore, unless expressly provided for in this Agreement, in the Separation and Distribution Agreement, or in any other Ancillary Agreement, or required by applicable Law, no provision in this Agreement shall be construed to create any right to accelerate vesting or entitlements under any compensation or Benefit Plan, program, or arrangement sponsored or maintained by a member of the Johnson Controls Group or member of the Adient Group on the part of any Employee or Former Employee.

 

(c)                                  Transition Services.  The Parties acknowledge that the Johnson Controls Group or the Adient Group may provide administrative services for certain of the other Party’s compensation and benefit programs for a transitional period under the terms of the Transition Services Agreement.  The Parties agree to negotiate in good faith a business associate agreement (if required by HIPAA or other applicable health information privacy Laws) in connection with such Transition Services Agreement.

 

(d)                                 Beneficiaries.  References to Johnson Controls Group Employees, Former Johnson Controls Group Employees, Adient Group Employees, Former Adient Group Employees, and non-employee directors of either Johnson Controls or Adient (including Transferred Directors), shall, where the context clearly contemplates, be deemed to refer to their beneficiaries, dependents, survivors, and alternate payees, as applicable.

 

Section 2.04.                          Individual Agreements.

 

(a)                                 Assignment by Johnson Controls.  Except as otherwise set forth on Schedule 2.04 hereto, to the extent necessary, Johnson Controls shall assign, or cause an applicable member of the Johnson Controls Group to assign, to Adient or another member of the Adient Group, as designated by Adient, all Individual Agreements, with such assignment to be effective as of or prior to the Effective Time; provided, however, that to the extent that assignment of any such Individual Agreement is not permitted by the terms of such agreement or by applicable Law, effective as of or prior to the Effective Time, each member of the Adient Group shall be considered to be a successor to each member of the Johnson Controls Group for purposes of, and a third-party beneficiary with respect to, such Individual Agreement, such that each member of the Adient Group shall enjoy all of the rights and benefits under such agreement (including rights and benefits as a third-party beneficiary), with respect to the business operations of the Adient Group; and provided, further, that, on and after the Effective Time, Johnson Controls shall not be permitted to enforce any Individual Agreement (including any agreement containing noncompetition or nonsolicitation covenants) against an Adient Group Employee or Former Adient Group Employee for action taken in such individual’s capacity as an Adient Group Employee or Former Adient Group Employee.

 

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(b)                                 Assumption by Adient.  Except as otherwise set forth on Schedule 2.04 hereto, effective as of or prior to the Effective Time, Adient shall assume and honor, or shall cause a member of the Adient Group to assume and honor, all Individual Agreements.

 

Section 2.05.                          Collective Bargaining.  Effective no later than immediately prior to the Effective Time, to the extent necessary, Adient shall cause the appropriate member of the Adient Group to (a) assume all collective bargaining, works council, or similar agreements (including any national, sector, or local collective bargaining agreement) that cover Adient Group Employees or Former Adient Group Employees and the Liabilities arising under any such agreements, and (b) join any industrial, employer, or similar association or federation if membership is required for the relevant collective bargaining agreement to continue to apply.

 

Section 2.06.                          Non-U.S. Regulatory Compliance.  Johnson Controls shall have the authority to adjust the treatment described in this Agreement with respect to Adient Group Employees or Former Adient Group Employees who are located outside of the United States in order to ensure compliance with the applicable laws or regulations of countries outside of the United States or to preserve the tax benefits provided under local tax law or regulation before the Distribution.

 

ARTICLE III
 ASSIGNMENT OF EMPLOYEES

 

Section 3.01.                          Active Employees.

 

(a)                                 Assignment and Transfer of Employees.  Effective no later than immediately prior to the Effective Time and except as otherwise agreed by the Parties or as required by applicable Law, (i) the applicable member of the Johnson Controls Group or the Adient Group shall have taken such actions as are necessary to ensure that each Adient Group Employee is employed by a member of the Adient Group as of the Effective Time, and (ii) the applicable member of the Johnson Controls Group or the Adient Group shall have taken such actions as are necessary to ensure that each individual who is a Johnson Controls Group Employee is employed by a member of the Johnson Controls Group as of the Effective Time.  Each of the Parties agrees to execute, and to seek to have the applicable Employees execute, such documentation, if any, as may be necessary to reflect such assignment and/or transfer.

 

(b)                                 At-Will Status.  Nothing in this Agreement shall create any obligation on the part of any member of the Johnson Controls Group or any member of the Adient Group to (i) continue the employment of any Employee or permit the return of any Employee from a leave of absence for any period after the date of this Agreement (except as required by applicable Law) or (ii) change the employment status of any Employee from “at-will,” to the extent that such Employee is an “at-will” employee under applicable Law.

 

(c)                                  Severance.  The Parties acknowledge and agree that the Distribution and the assignment, transfer, or continuation of the employment of Employees as contemplated by this Section 3.01 shall not be deemed an involuntary termination of employment entitling any Adient Group Employee or Johnson Controls Group Employee to severance payments or benefits, except as required by applicable Law or as otherwise agreed between the Parties.  Notwithstanding

 

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Section 6.05 or anything to the contrary contained in any business transfer agreement entered into between a member of the Johnson Controls Group and a member of the Adient Group, Johnson Controls (or a member of the Johnson Controls Group designated by Johnson Controls) shall retain (or assume or reimburse to the extent necessary), and agrees to faithfully perform, discharge, and fulfill any Liabilities in respect of any severance payments or benefits that become payable pursuant to applicable Law to any Adient Group Employee as a result of the transfer of such Adient Group Employee to a member of the Adient Group as contemplated by Section 3.01(a).

 

(d)                                 No Change of Control or Change in Control.  The Parties acknowledge and agree that neither the consummation of the Distribution nor any transaction contemplated by this Agreement, the Separation and Distribution Agreement, or any other Ancillary Agreement shall be deemed a “change of control,” “change in control,” or term of similar import for purposes of any Benefit Plan sponsored or maintained by any member of the Johnson Controls Group or member of the Adient Group, except as required by applicable Law.

 

(e)                                  U.S. Payroll and Related Taxes.  With respect to any Adient Group Employee or group of Adient Group Employees located in the United States, the Parties shall, or shall cause their respective Subsidiaries to, (i) treat Adient (or the applicable member of the Adient Group) as a “successor employer” and Johnson Controls (or the applicable member of the Johnson Controls Group) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, for purposes of taxes imposed under the United States Federal Insurance Contributions Act, as amended (“FICA”), or the United States Federal Unemployment Tax Act, as amended (“FUTA”), (ii) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Effective Time with respect to each such Adient Group Employee for the tax year during which the Effective Time occurs, and (iii) use commercially reasonable efforts to implement the alternate procedure described in Section 5 of Revenue Procedure 2004-53; provided, however, that, to the extent that Adient (or the applicable member of the Adient Group) cannot be treated as a “successor employer” to Johnson Controls (or the applicable member of the Johnson Controls Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any Adient Group Employee or group of Adient Group Employees, (A) with respect to the portion of the tax year commencing on January 1, 2016 and ending on the Distribution Date, Johnson Controls shall (x) be responsible for all payroll obligations, tax withholding, and reporting obligations for such Adient Group Employees and (y) furnish a Form W-2 or similar earnings statement to all such Adient Group Employees for such period, and (B) with respect to the remaining portion of such tax year, Adient shall (x) be responsible for all payroll obligations, tax withholding, and reporting obligations regarding such Adient Group Employees and (y) furnish a Form W-2 or similar earnings statement to all such Adient Group Employees.

 

Section 3.02.                          No-Hire and Nonsolicitation.

 

(a)                                 No-Hire.  Each Party agrees that, for a period of 24 months following the Distribution Date (the “Restricted Period”), such Party shall not, and shall cause its Subsidiaries and Affiliates not to, without the prior written consent of the Chief Human Resources Officer of the other Party, directly or indirectly hire as an employee or an independent contractor any individual who is a Johnson Controls Group Employee at Grade 180 (or any equivalent level established following the Separation) or above, in the case of Adient, or an Adient Group

 

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Employee at Grade 180 (or any equivalent level established following the Separation) or above, in the case of Johnson Controls.

 

(b)                                 Nonsolicitation.  Each Party agrees that, during the Restricted Period, such Party shall not, and shall cause its Subsidiaries and Affiliates not to, without prior written consent of the Chief Human Resources Officer of the other Party, either directly or indirectly and whether on its own behalf or in service or on behalf of others, solicit, aid, induce, or encourage any individual who is a Johnson Controls Group Employee at Grade 180 (or any equivalent level established following the Separation) or above, in the case of Adient, or an Adient Group Employee at Grade 180 (or any equivalent level established following the Separation) or above, in the case of Johnson Controls, to leave his or her employment.

 

(c)                                  Limited Exceptions.  Notwithstanding Section 3.02(a) and Section 3.02(b), this Section 3.02 shall not prohibit (i) generalized solicitations that are not directed to specific Persons or Employees of the other Party, (ii) the solicitation and hiring of a Person whose employment was involuntarily terminated by the other Party, or (iii) the solicitation and hiring of a Person after receipt by the soliciting Party (in advance of any solicitation or, in the case of a response to a general solicitation as permitted under clause (i) above, in advance of any subsequent solicitation in connection with the recruiting process) of the express written consent of the Party that employs the Person who is to be solicited and/or hired.  Except as provided in clause (ii) above with respect to involuntary terminations, without regard to the use of the term “Employee” or “employs,” the restrictions under this Section 3.02 shall be applicable to (A) any Johnson Controls Group Employee whose employment terminates after the Effective Time, and (B) any Adient Group Employee whose employment terminates after the Effective Time, in each case, until the date that is six months after such Employee’s last date of employment with Johnson Controls or Adient, as applicable.  The restrictions under this Section 3.02 shall not apply to any Former Johnson Controls Group Employee or Former Adient Group Employee whose most recent employment with Johnson Controls and its Subsidiaries was terminated prior to the Effective Time.

 

ARTICLE IV
 EQUITY, CASH, AND EXECUTIVE COMPENSATION

 

Section 4.01.                          Generally.  Each Johnson Controls Award granted that is outstanding as of immediately prior to the Effective Time shall be adjusted as described below; provided, however, that, effective immediately prior to the Effective Time, the Johnson Controls Compensation Committee may provide for different adjustments with respect to some or all Johnson Controls Awards to the extent that the Johnson Controls Compensation Committee deems such adjustments necessary and appropriate.  Any adjustments made by the Johnson Controls Compensation Committee pursuant to the foregoing sentence shall be deemed incorporated by reference herein as if fully set forth below and shall be binding on the Parties and their respective Affiliates.  Before the Effective Time, the Adient Equity Plan shall be established, with such terms as are necessary to permit the implementation of the provisions of Section 4.02.

 

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Section 4.02.                          Equity Awards.

 

(a)                                 Stock Options.  Each Johnson Controls Option that is outstanding immediately prior to the Effective Time shall be converted as of the Effective Time into either or both an Adjusted Johnson Controls Option and an Adient Option as described below:

 

(i)                                     Stock Options Held by Johnson Controls Group Employees and Former Employees.  Each Johnson Controls Option that is outstanding immediately prior to the Effective Time and that is held by a Johnson Controls Group Employee or a Former Employee shall be converted as of the Effective Time into an Adjusted Johnson Controls Option, and shall be subject to the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as were applicable to such Johnson Controls Option immediately prior to the Effective Time (except as otherwise provided herein, including in this Section 4.02(a)(i) and Section 4.02(d)); provided, however, that from and after the Effective Time:

 

(A)                               the number of Johnson Controls Shares subject to such Adjusted Johnson Controls Option, rounded down to the nearest whole share, shall be equal to the product of (1) the number of Johnson Controls Shares subject to the corresponding Johnson Controls Option immediately prior to the Effective Time multiplied by (2) the Johnson Controls Ratio; and

 

(B)                               the per share exercise price of such Adjusted Johnson Controls Option, rounded up to the nearest whole cent, shall be equal to the quotient of (1) the per share exercise price of the corresponding Johnson Controls Option immediately prior to the Effective Time divided by (2) the Johnson Controls Ratio.

 

Notwithstanding anything to the contrary in this Section 4.02(a)(i), the exercise price, the number of Johnson Controls Shares subject to each Adjusted Johnson Controls Option, and the terms and conditions of exercise of such options shall be determined in a manner consistent with the requirements of Section 409A of the Code.  In addition, in the case of any Johnson Controls Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code as of immediately prior to the Effective Time, the exercise price, the number of Johnson Controls Shares subject to such option, and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code.

 

(ii)                                  Stock Options Held by Adient Group Employees.  Each Johnson Controls Option that is outstanding immediately prior to the Effective Time and that is held by an Adient Group Employee shall be converted as of the Effective Time into both an Adjusted Johnson Controls Option and an Adient Option, and each such Adjusted Johnson Controls Option and Adient Option shall be subject to the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as were applicable to such Johnson Controls Option immediately prior to the Effective Time (except as otherwise provided herein, including in this Section 4.02(a)(ii) and Section 4.02(d)); provided, however, that from and after the Effective Time:

 

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(A)                               the number of Johnson Controls Shares subject to such Adjusted Johnson Controls Option, rounded down to the nearest whole share, shall be equal to the product of (1) the number of Johnson Controls Shares subject to the corresponding Johnson Controls Option immediately prior to the Effective Time multiplied by (2) the Value Factor;

 

(B)                               the number of Adient Shares subject to such Adient Option, rounded down to the nearest whole share, shall be equal to the product of (1) the number of Johnson Controls Shares subject to the corresponding Johnson Controls Option immediately prior to the Effective Time multiplied by (2) the Distribution Ratio multiplied by (3) the Value Factor;

 

(C)                               the per share exercise price of such Adjusted Johnson Controls Option, rounded up to the nearest cent, shall be equal to the quotient of (1) the per share exercise price of the corresponding Johnson Controls Option immediately prior to the Effective Time divided by (2) the Johnson Controls Ratio; and

 

(D)                               the per share exercise price of such Adient Option, rounded up to the nearest cent, shall be equal to the quotient of (1) the per share exercise price of the corresponding Johnson Controls Option immediately prior to the Effective Time divided by (2) the Adient Ratio.

 

Notwithstanding anything to the contrary in this Section 4.02(a)(ii), the exercise price, the number of Johnson Controls Shares and Adient Shares subject to each Adjusted Johnson Controls Option and Adient Option, respectively, and the terms and conditions of exercise of such options shall be determined in a manner consistent with the requirements of Section 409A of the Code.  In addition, in the case of any Johnson Controls Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code as of immediately prior to the Effective Time, the exercise price, the number of Johnson Controls Shares and Adient Shares subject to such option, and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code.

 

(b)                                 Stock Appreciation Rights.  Each Johnson Controls Stock Appreciation Right that is outstanding immediately prior to the Effective Time shall be converted as of the Effective Time into either or both an Adjusted Johnson Controls Stock Appreciation Right and an Adient Stock Appreciation Right as described below:

 

(i)                                     Stock Appreciation Rights Held by Johnson Controls Group Employees and Former Employees.  Each Johnson Controls Stock Appreciation Right that is outstanding immediately prior to the Effective Time and that is held by a Johnson Controls Group Employee or a Former Employee shall be converted as of the Effective Time into an Adjusted Johnson Controls Stock Appreciation Right, and shall be subject to the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as were applicable to such Johnson Controls Stock Appreciation Right immediately prior to the Effective Time (except as otherwise provided herein, including in this Section 4.02(b)(i) and Section 4.02(d)); provided, however, that from and after the Effective Time:

 

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(A)                               the number of Johnson Controls Shares subject to such Adjusted Johnson Controls Stock Appreciation Right, rounded down to the nearest whole share, shall be equal to the product of (1) the number of Johnson Controls Shares subject to the corresponding Johnson Controls Stock Appreciation Right immediately prior to the Effective Time multiplied by (2) the Johnson Controls Ratio; and

 

(B)                               the per share exercise price of such Adjusted Johnson Controls Stock Appreciation Right, rounded up to the nearest whole cent, shall be equal to the quotient of (1) the per share exercise price of the corresponding Johnson Controls Stock Appreciation Right immediately prior to the Effective Time divided by (2) the Johnson Controls Ratio.

 

Notwithstanding anything to the contrary in this Section 4.02(b)(i), the exercise price, the number of Johnson Controls Shares subject to each Adjusted Johnson Controls Stock Appreciation Right, and the terms and conditions of exercise of such stock appreciation rights shall be determined in a manner consistent with the requirements of Section 409A of the Code.

 

(ii)                                  Stock Appreciation Rights Held by Adient Group Employees.  Each Johnson Controls Stock Appreciation Right that is outstanding immediately prior to the Effective Time and that is held by an Adient Group Employee shall be converted as of the Effective Time into both an Adjusted Johnson Controls Stock Appreciation Right and an Adient Stock Appreciation Right, and each such Adjusted Johnson Controls Stock Appreciation Right and Adient Stock Appreciation Right shall be subject to the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as were applicable to such Johnson Controls Stock Appreciation Right immediately prior to the Effective Time (except as otherwise provided herein, including in this Section 4.02(b)(ii) and Section 4.02(d)); provided, however, that from and after the Effective Time:

 

(A)                               the number of Johnson Controls Shares subject to such Adjusted Johnson Controls Stock Appreciation Right, rounded down to the nearest whole share, shall be equal to the product of (1) the number of Johnson Controls Shares subject to the corresponding Johnson Controls Stock Appreciation Right immediately prior to the Effective Time multiplied by (2) the Value Factor;

 

(B)                               the number of Adient Shares subject to such Adient Stock Appreciation Right, rounded down to the nearest whole share, shall be equal to the product of (1) the number of Johnson Controls Shares subject to the corresponding Johnson Controls Stock Appreciation Right immediately prior to the Effective Time multiplied by (2) the Distribution Ratio multiplied by (3) the Value Factor;

 

(C)                               the per share exercise price of such Adjusted Johnson Controls Stock Appreciation Right, rounded up to the nearest cent, shall be equal to the quotient of (1) the per share exercise price of the corresponding Johnson Controls Stock Appreciation Right immediately prior to the Effective Time divided by (2) the Johnson Controls Ratio; and

 

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(D)                               the per share exercise price of such Adient Stock Appreciation Right, rounded up to the nearest cent, shall be equal to the quotient of (1) the per share exercise price of the corresponding Johnson Controls Stock Appreciation Right immediately prior to the Effective Time divided by (2) the Adient Ratio.

 

Notwithstanding anything to the contrary in this Section 4.02(b)(ii), the exercise price, the number of Johnson Controls Shares and Adient Shares subject to each Adjusted Johnson Controls Stock Appreciation Right and Adient Stock Appreciation Right, respectively, and the terms and conditions of exercise of such stock appreciation rights shall be determined in a manner consistent with the requirements of Section 409A of the Code.

 

(c)                                  Restricted Stock Unit Awards.  Each Johnson Controls Restricted Stock Unit Award that is outstanding immediately prior to the Effective Time shall be converted as of the Effective Time into either or both an Adjusted Johnson Controls Restricted Stock Unit Award and an Adient Restricted Stock Unit Award as described below:

 

(i)                                     Restricted Stock Unit Awards Held by Johnson Controls Group Employees and Former Employees.  Each Johnson Controls Restricted Stock Unit Award that is outstanding immediately prior to the Effective Time and that is held by a Johnson Controls Group Employee or a Former Employee shall be converted as of the Effective Time into an Adjusted Johnson Controls Restricted Stock Unit Award, and shall be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as were applicable to such Johnson Controls Restricted Stock Unit Award immediately prior to the Effective Time (except as otherwise provided herein, including in this Section 4.02(c)(i) and Section 4.02(d)); provided, however, that from and after the Effective Time the number of shares subject to such Adjusted Johnson Controls Restricted Stock Unit Award shall be equal to the product of (A) the number of Johnson Controls Shares subject to the corresponding Johnson Controls Restricted Stock Unit Award immediately prior to the Effective Time multiplied by (B) the Johnson Controls Ratio, rounded to the nearest whole share.

 

(ii)                                  Restricted Stock Unit Awards Held by Adient Group Employees.  Each Johnson Controls Restricted Stock Unit Award that is outstanding immediately prior to the Effective Time and that is held by an Adient Group Employee shall be converted as of the Effective Time into both an Adjusted Johnson Controls Restricted Stock Unit Award and an Adient Restricted Stock Unit Award, and each such Adjusted Johnson Controls Restricted Stock Unit Award and Adient Restricted Stock Unit Award shall be subject to the same terms and conditions after the Effective Time as were applicable to such Johnson Controls Restricted Stock Unit Award prior to the Effective Time (except as otherwise provided herein, including in this Section 4.02(c)(ii) and Section 4.02(d)); provided, however, that:

 

(A)                               payment, if any, shall be made in Johnson Controls Shares (with respect to Adjusted Johnson Controls Restricted Stock Unit Awards) and Adient Shares (with respect to Adient Restricted Stock Unit Awards) with respect to any such Johnson Controls Restricted Stock Unit Award that is stock settled;

 

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(B)                               the number of shares subject to such Adjusted Johnson Controls Restricted Stock Unit Award shall be equal to the number of Johnson Controls Shares subject to the corresponding Johnson Controls Restricted Stock Unit Award immediately prior to the Effective Time; and

 

(C)                               the number of shares subject to such Adient Restricted Stock Unit Award shall be equal to the product of (A) the number of Johnson Controls Shares subject to the Johnson Controls Restricted Stock Unit Award immediately prior to the Effective Time multiplied by (B) the Distribution Ratio, rounded down to the nearest whole share.

 

(d)                                 Miscellaneous Award Terms.  With respect to Adjusted Johnson Controls Awards held by Adient Group Employees, employment with the Adient Group shall be treated as employment with Johnson Controls.  In addition, none of the Separation, the Distribution, or any employment transfer described in Section 3.01 shall constitute a termination of employment for any Employee for purposes of any Adjusted Johnson Controls Award or any Adient Award.  After the Effective Time, for any award adjusted under this Section 4.02, any reference to a “change in control,” “change of control,” or similar definition in an award agreement, employment agreement, or Johnson Controls Equity Plan applicable to such award (A) with respect to Adjusted Johnson Controls Awards, shall be deemed to refer to a “change in control,” “change of control,” or similar definition as set forth in the applicable Johnson Controls Equity Plan (and shall, if held by an Adient Group Employee, additionally be deemed to refer to a “Change in Control” as defined in the Adient Equity Plan), and (B) with respect to Adient Awards, shall be deemed to refer to a “Change in Control” as defined in the Adient Equity Plan.

 

(e)                                  Settlement; Tax Reporting; and Withholding.

 

(i)                                     Except as otherwise provided in this Section 4.02(e), after the Effective Time, (A) stock-settled Adjusted Johnson Controls Awards, regardless of by whom held, shall be settled by Johnson Controls, and stock-settled Adient Awards, regardless of by whom held, shall be settled by Adient, and (B) cash-settled Adjusted Johnson Controls Awards held by Johnson Controls Group Employees and Former Employees shall be settled by Johnson Controls, and cash-settled Adjusted Johnson Controls Awards and cash-settled Adient Awards held by Adient Group Employees shall be settled by Adient.

 

(ii)                                  Upon the vesting or settlement of any cash-settled Adjusted Johnson Controls Awards held by Adient Group Employees and any Adient Awards, Adient shall be solely responsible for ensuring the satisfaction of all applicable tax withholding requirements on behalf of each Adient Group Employee.  Upon the vesting or settlement of any cash-settled Adjusted Johnson Controls Awards held by Johnson Controls Group Employees and Former Employees and any stock-settled Adjusted Johnson Controls Awards (regardless of by whom held), Johnson Controls shall be solely responsible for ensuring the satisfaction of all applicable tax withholding requirements on behalf of each Johnson Controls Group Employee or Former Employee and for ensuring the collection and remittance in cash of employee withholding taxes to the Adient Group with respect to each Adient Group Employee (with Adient Group being responsible for remittance of the applicable employee taxes and payment and remittance of the applicable employer taxes relating to Adient Group Employees to the applicable Governmental Authority).  Following the

 

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Effective Time, Johnson Controls shall be responsible for all income tax reporting in respect of Adjusted Johnson Controls Awards held by Johnson Controls Group Employees and Former Employees, and Adient shall be responsible for all income tax reporting in respect of Adjusted Johnson Controls Awards and Adient Awards held by Adient Group Employees.

 

(iii)                               Adient shall be responsible for the settlement of cash dividend equivalents on any Adjusted Johnson Controls Awards or Adient Awards held by an Adient Group Employee.  Prior to the date any such settlement is due, Johnson Controls shall pay Adient in cash amounts required to settle (A) any dividend equivalents with respect to any stock-settled Adjusted Johnson Controls Awards held by Adient Group Employees and (B) any dividend equivalents accrued prior to the Effective Time with respect to any stock-settled Adient Awards held by Adient Group Employees.  Johnson Controls shall be responsible for the settlement of cash dividend equivalents on any Adjusted Johnson Controls Awards held by a Johnson Controls Group Employee or Former Employee.

 

(iv)                              Following the Effective Time, if any stock-settled Adjusted Johnson Controls Award held by an Adient Group Employee shall fail to become vested, such Adjusted Johnson Controls Award shall be forfeited to Johnson Controls.

 

(f)                                   Cooperation.  Each of the Parties shall establish an appropriate administration system to administer, in an orderly manner, (i) exercises of vested Adjusted Johnson Controls Options, Adient Options, Adjusted Johnson Controls Stock Appreciation Rights, and Adient Stock Appreciation Rights, (ii) the vesting and forfeiture of unvested Adjusted Johnson Controls Awards and Adient Awards, and (iii) the withholding and reporting requirements with respect to all awards.  Each of the Parties shall work together to unify and consolidate all indicative data and payroll and employment information on regular timetables and make certain that each applicable Person’s data and records in respect of such awards are correct and updated on a timely basis.  The foregoing shall include employment status and information required for vesting and forfeiture of awards and tax withholding/remittance, compliance with trading windows, and compliance with the requirements of the Exchange Act and other applicable Laws.  Without limiting the foregoing provisions of this Section 4.02(f), each Party agrees that, without the written consent of the other Party, such Party shall, during the three-year period commencing on the Distribution Date, continue to engage the Stock Plan Administrator as its third-party administrator for Johnson Controls Awards, in the case of Johnson Controls, and Adient Awards, in the case of Adient.

 

(g)                                  Registration and Other Regulatory Requirements.  Adient agrees to file Forms S-1, S-3, and S-8 registration statements with respect to, and to cause to be registered pursuant to the Securities Act, the Adient Shares authorized for issuance under the Adient Equity Plan, as required pursuant to the Securities Act, before the date of issuance of any Adient Shares pursuant to the Adient Equity Plan.  Johnson Controls agrees to facilitate the adoption and approval of the Adient Equity Plan consistent with the requirements of Treasury Regulations Section 1.162-27(f)(4)(iii).

 

(h)                                 Equity Awards in Certain Non-U.S. Jurisdictions.  Notwithstanding the foregoing provisions of this Section 4.02, the Parties may mutually agree, in their sole discretion, not to adjust certain outstanding Johnson Controls Awards pursuant to the foregoing provisions of

 

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this Section 4.02 where those actions would create or trigger adverse legal, accounting, or tax consequences for Johnson Controls, Adient, and/or the affected non-U.S. award holder.  In such circumstances, Johnson Controls and/or Adient may take any action necessary or advisable to prevent any such adverse legal, accounting, or tax consequences, including agreeing that the outstanding Johnson Controls Awards of the affected non-U.S. award holders shall terminate in accordance with the terms of the Johnson Controls Equity Plan and the underlying award agreements, in which case Adient or Johnson Controls, as applicable, shall equitably compensate the affected non-U.S. award holders in an alternate manner determined by Adient or Johnson Controls, as applicable, in its sole discretion, or apply an alternate adjustment method.  Where and to the extent required by applicable Law or tax considerations outside the United States, the adjustments described in this Section 4.02 shall be deemed to have been effectuated immediately prior to the Distribution Date.

 

Section 4.03.                          Short-Term Incentive Plans.

 

(a)                                 Establishment of Adient Short-Term Incentive Plans.  Before the Effective Time, Adient shall, or shall cause another member of the Adient Group to, establish the Adient Short-Term Incentive Plans.  The Adient Short-Term Incentive Plans shall govern incentives to be paid for periods commencing after the 2016 fiscal year of Johnson Controls.  In no event shall any Adient Group Employee or Former Adient Group Employee be entitled to any payments under the Johnson Controls Short-Term Incentive Plans for any period after the 2016 fiscal year of Johnson Controls.

 

(b)                                 Fiscal Year 2016 Annual Bonus.  Effective as of the Effective Time, the Liability in respect of bonus awards allocable to Adient Group Employees and Former Adient Group Employees under the Johnson Controls Short-Term Incentive Plans in respect of the 2016 fiscal year shall be assumed by the Adient Group based on the accrual for such Employees as of immediately prior to the Effective Time.  Upon the determination of the actual amount of the bonuses for the Adient Group Employees and Former Adient Group Employees by Johnson Controls following the Effective Time, Adient shall pay the amounts awarded to the Adient Group Employees and Former Adient Group Employees.

 

(c)                                  Allocation of Liabilities.  Except as otherwise provided in this Agreement, (i) the Johnson Controls Group shall be solely responsible for funding, paying, and discharging all obligations relating to any annual incentive bonus awards under any Johnson Controls Short-Term Incentive Plan with respect to payments earned before, as of, or after the Effective Time to Johnson Controls Group Employees or Former Johnson Controls Group Employees, and no member of the Adient Group shall have any obligations with respect thereto; and (ii) the Adient Group shall be solely responsible for funding, paying, and discharging all obligations relating to any annual incentive bonus awards under any Adient Short-Term Incentive Plan with respect to payments made after the Effective Time to Adient Group Employees or Former Adient Group Employees, and no member of the Johnson Controls Group shall have any obligations with respect thereto.

 

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Section 4.04.                          Long-Term Incentive Awards.

 

(a)                                 Long-Term Incentive Awards Held by Johnson Controls Group Employees and Former Johnson Controls Group Employees.  Each Johnson Controls Long-Term Incentive Award that is outstanding immediately prior to the Effective Time and that is held by a Johnson Controls Group Employee or a Former Johnson Controls Group Employee shall be retained by Johnson Controls, and each such award shall be subject to the same terms and conditions after the Effective Time as were applicable to such Johnson Controls Long-Term Incentive Award prior to the Effective Time.

 

(b)                                 Long-Term Incentive Awards Held by Adient Group Employees and Former Adient Group Employees.  Each Johnson Controls Long-Term Incentive Award that is outstanding immediately prior to the Effective Time and that is held by an Adient Group Employee or a Former Adient Group Employee shall be converted as of the Effective Time into an Adient Long-Term Incentive Award, and each such award shall be subject to the same terms and conditions after the Effective Time as were applicable to such Johnson Controls Long-Term Incentive Award prior to the Effective Time.

 

(c)                                  Allocation of Liabilities.  Except as otherwise provided in this Agreement, (i) the Johnson Controls Group shall be solely responsible for funding, paying, and discharging all obligations relating to any Johnson Controls Long-Term Incentive Awards, and no member of the Adient Group shall have any obligations with respect thereto; and (ii) the Adient Group shall be solely responsible for funding, paying, and discharging all obligations relating to any Adient Long-Term Incentive Awards, and no member of the Johnson Controls Group shall have any obligations with respect thereto.  Without limiting the foregoing, as of the Effective Time, Adient will assume the accrual with respect to any Adient Long-Term Incentive Awards.

 

Section 4.05.                          Director Compensation.

 

(a)                                 Establishment of Adient Compensation Program for Non-Employee Directors and the Adient Director Plan.  Before the Effective Time, Adient shall establish the Adient compensation program for non-employee directors and the Adient Director Plan.

 

(b)                                 Allocation of Directors’ Compensation.  Johnson Controls shall be responsible for the payment of any fees for service on the Johnson Controls Board that are earned at, before, or after the Effective Time, and Adient shall not have any responsibility for any such payments.  With respect to any Adient non-employee director, Adient shall be responsible for the payment of any fees for service on the Adient Board that are earned at any time after the Effective Time and Johnson Controls shall not have any responsibility for any such payments.  Notwithstanding the foregoing, Adient shall commence paying quarterly cash retainers to Adient non-employee directors in respect of the quarter in which the Effective Time occurs; provided that (i) if Johnson Controls has already paid such quarter’s cash retainers to Johnson Controls non-employee directors prior to the Effective Time, then within 30 days after the end of the fiscal quarter in which the Distribution Date occurs, Adient shall pay Johnson Controls an amount equal to the portion of such payment that is attributable to Transferred Directors’ service to Adient after the Distribution Date, and (ii) if Johnson Controls has not yet paid such quarter’s cash retainers to Johnson Controls non-employee directors prior to the Effective Time, then within 30 days after the end of the fiscal quarter in which the Distribution Date occurs, Johnson Controls shall pay Adient

 

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an amount equal to the portion of such payment that is attributable to Transferred Directors’ service to Johnson Controls on and prior to the Distribution Date.

 

ARTICLE V
 U.S. RETIREMENT PLANS

 

Section 5.01.                          Johnson Controls U.S. Pension Plans.

 

(a)                                 Retention of Plan.  As of the Effective Time, the Johnson Controls Group shall retain (or assume to the extent necessary) sponsorship of each Johnson Controls U.S. Pension Plan, and, from and after the Effective Time, all Assets and Liabilities thereunder shall be Assets and Liabilities of the Johnson Controls Group.

 

(b)                                 Eligibility of Adient Employees.  Prior to the Effective Time, Johnson Controls shall take such actions as are necessary (including amending each Johnson Controls U.S. Pension Plan) to provide that, for purposes of vesting and eligibility for the early retirement subsidy under each Johnson Controls U.S. Pension Plan, the service (which includes any increase in age) of any Adient Group Employee that is a participant in such Johnson Controls U.S. Pension Plan as of immediately prior to the Effective Time with the Adient Group on or after the Effective Time shall be credited under such Johnson Controls U.S. Pension Plan until the earlier of such Adient Group Employee’s termination of employment from the Adient Group or annuity starting date under the Johnson Controls U.S. Pension Plan.

 

(c)                                  Plan Fiduciaries.  For all periods after the Effective Time, the Parties agree that the applicable fiduciaries of each Johnson Controls U.S. Pension Plan shall have the authority with respect to such Johnson Controls U.S. Pension Plan to determine the plan investments and such other matters as are within the scope of their duties under ERISA and the terms of the applicable plan documents.

 

Section 5.02.                          Adient U.S. Pension Plans.  As of the Effective Time, the Adient Group shall retain (or assume to the extent necessary) sponsorship of the Adient U.S. Pension Plans, and, from and after the Effective Time, all Assets and Liabilities thereunder shall be the Assets and Liabilities of the Adient Group.  No later than the Effective Time, the Adient Group shall have established a master pension trust that is intended to be exempt under Section 501(a) of the Code for purposes of holding the assets of the Adient U.S. Pension Plans, and Johnson Controls shall have caused the Johnson Controls, Inc. Master Pension Trust to transfer the assets and liabilities of such plans (in cash or in kind as the parties agree) to such newly established trust.

 

Section 5.03.                          Adient U.S. Savings Plan.

 

(a)                                 Establishment of Adient U.S. Savings Plan.  Before the Effective Time, Adient shall establish the Adient U.S. Savings Plan, and the Adient U.S. Savings Plan Trust.  Before the Effective Time, Adient shall provide Johnson Controls with (i) a copy of the Adient U.S. Savings Plan and Adient U.S. Savings Plan Trust; (ii) a copy of certified resolutions of the Adient Board (or its authorized committee or other delegate) evidencing adoption of the Adient U.S. Savings Plan and the Adient U.S. Savings Plan Trust and the assumption by the Adient U.S. Savings Plan of the Liabilities described in Section 5.03(b); and (iii) an opinion of counsel, which counsel and opinion are reasonably satisfactory to Johnson Controls, with respect to the qualified

 

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status of the Adient U.S. Savings Plan under Section 401(a) of the Code and the tax-exempt status of the Adient U.S. Savings Plan Trust under Section 501(a) of the Code.

 

(b)                                 Transfer of Account Balances.  No later than the Effective Time, Johnson Controls shall cause the trustee of the Johnson Controls U.S. Savings Plan to transfer from Johnson Controls U.S. Savings Plan Trust to the Adient U.S. Savings Plan Trust the account balances of the Adient Group Employees under the Johnson Controls U.S. Savings Plan, determined as of the date of the transfer.  Such transfers shall be made in kind, including promissory notes evidencing the transfer of outstanding loans, and, with respect to unitized investments in the stock fund for Johnson Controls Shares (the “Johnson Controls Share Fund”), Johnson Controls Shares.  Any Asset and Liability transfers pursuant to this Section 5.03(b) shall comply in all respects with Sections 414(l) and 411(d)(6) of the Code.

 

(c)                                  Employer Contributions.  Effective as of the establishment of the Adient U.S. Savings Plan, Adient shall assume all Liabilities with respect to any matching contributions and retirement income contributions to be made to the Adient U.S. Savings Plan in respect of the 2016 calendar year, and the Johnson Controls Group shall be relieved of all such Liabilities.  Adient shall be responsible for making any such matching contributions and retirement income contributions to the Adient U.S. Savings Plan following the end of the 2016 calendar year.

 

(d)                                 Adient Share Fund in Adient U.S. Savings Plan.  The Adient U.S. Savings Plan will provide, effective as of the Effective Time:  (i) for the establishment of a share fund for Adient Shares (the “Adient Share Fund”); (ii) that such Adient Share Fund shall receive a transfer of and hold all Adient Shares distributed in connection with the Distribution in respect of Johnson Controls Shares held in the Adient U.S. Savings Plan accounts; and (iii) that, following the Effective Time, contributions made by or on behalf of such participants shall be allocated to the Adient Share Fund, if so directed in accordance with the terms of the Adient U.S. Savings Plan.

 

(e)                                  Johnson Controls Share Fund in Adient U.S. Savings Plan.  Participants in the Adient U.S. Savings Plan shall be prohibited from increasing their holdings in the Johnson Controls Share Fund under the Adient U.S. Savings Plan and may elect to liquidate their holdings in the Johnson Controls Share Fund and invest those monies in any other investment fund offered under the Adient U.S. Savings Plan, all in accordance with the terms of the Adient U.S. Savings Plan.

 

(f)                                   Adient Share Fund in Johnson Controls U.S. Savings Plan.  Adient Shares distributed in connection with the Distribution in respect of Johnson Controls Shares held in Johnson Controls U.S. Savings Plan accounts of Johnson Controls Group Employees or Former Employees who participate in the Johnson Controls U.S. Savings Plan shall be deposited in an Adient Share Fund under the Johnson Controls U.S. Savings Plan, and such participants in the Johnson Controls U.S. Savings Plan shall be prohibited from increasing their holdings in such Adient Share Fund under the Johnson Controls U.S. Savings Plan and may elect to liquidate their holdings in such Adient Share Fund and invest those monies in any other investment fund offered under the Johnson Controls U.S. Savings Plan, all in accordance with the terms of the Johnson Controls U.S. Savings Plan.

 

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(g)                                  Adient U.S. Savings Plan Provisions.  The Adient U.S. Savings Plan shall provide that:

 

(i)                                     Adient Group Employees shall (A) be eligible to participate in the Adient U.S. Savings Plan as of the Effective Time (or, if earlier, the date on which the Adient U.S. Savings Plan is established) to the extent that they were eligible to participate in the Johnson Controls U.S. Savings Plan as of immediately prior to the Effective Time (or, if earlier, the date on which the Adient U.S. Savings Plan is established), and (B) receive credit for all service credited for that purpose under the Johnson Controls U.S. Savings Plan as of immediately prior to the Distribution as if that service had been rendered to Adient; and

 

(ii)                                  the account balance of each Adient Group Employee under the Johnson Controls U.S. Savings Plan as of the date of the transfer of Assets from the Johnson Controls U.S. Savings Plan (including any outstanding promissory notes) shall be credited to such individual’s account balance under the Adient U.S. Savings Plan.

 

(h)                                 Determination Letter Request.  If permitted by the IRS, Adient shall submit an application to the IRS as soon as practicable after the Effective Time (but no later than the last day of the applicable remedial amendment period as defined in applicable Code provisions) requesting a determination letter regarding the qualified status of the Adient U.S. Savings Plan under Sections 401(a) and 401(k) of the Code and the tax-exempt status of its related trust under Section 501(a) of the Code and shall make any amendments reasonably requested by the IRS to receive such a favorable determination letter.

 

(i)                                     Johnson Controls U.S. Savings Plan After Effective Time.  From and after the Effective Time, (i) the Johnson Controls U.S. Savings Plan shall continue to be responsible for Liabilities in respect of Johnson Controls Group Employees and Former Employees with accounts under such plans, and (ii) no Adient Group Employees shall accrue any benefits under the Johnson Controls U.S. Savings Plan.  Without limiting the generality of the foregoing, Adient Group Employees shall cease to be participants in the Johnson Controls U.S. Savings Plan effective as of the Effective Time (or, if earlier, the date on which the Adient U.S. Savings Plan is established).

 

(j)                                    Plan Fiduciaries.  For all periods after the Effective Time, the Parties agree that the applicable fiduciaries of each of the Johnson Controls U.S. Savings Plan and the Adient U.S. Savings Plan, respectively, shall have the authority with respect to the Johnson Controls U.S. Savings Plan and the Adient U.S. Savings Plan, respectively, to determine the investment alternatives, the terms and conditions with respect to those investment alternatives, and such other matters as are within the scope of their duties under ERISA and the terms of the applicable plan documents.

 

(k)                                 No Loss of Unvested Benefits; No Distributions.  The transfer of any Adient Group Employee’s employment to the Adient Group shall not result in loss of that Adient Group Employee’s unvested benefits (if any) under the Johnson Controls U.S. Savings Plan, which benefit Liability will be assumed under the Adient U.S. Savings Plan as provided herein.  No Adient Group Employee shall be entitled to a distribution of his or her benefit under the Johnson Controls U.S. Savings Plan or Adient U.S. Savings Plan as a result of such transfer of employment.

 

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Section 5.04.                          AE Savings Plan.

 

(a)                                 Retention of Plan.  As of the Effective Time, the Adient Group shall retain (or assume to the extent necessary) sponsorship of the AE Savings Plan, and, from and after the Effective Time, all Assets and Liabilities thereunder shall be the Assets and Liabilities of the Adient Group.  No later than the Effective Time, the Adient Group shall have established a trust (which may include the Adient U.S. Savings Plan Trust) that is intended to be exempt under Section 501(a) of the Code for purposes of holding the assets of the AE Savings Plan, and Johnson Controls shall cause the trustee of the Johnson Controls U.S. Savings Plan Trust to transfer the account balances of the participants under the AE Savings Plan, determined as of the date of the transfer, to such newly established trust.

 

(b)                                 Employer Contribution.  Effective as of the Effective Time, Adient shall assume all Liabilities with respect to any matching contributions and retirement income contributions to be made to the AE Savings Plan in respect of the 2016 calendar year, and the Johnson Controls Group shall be relieved of all such Liabilities.  Adient shall be responsible for making any such matching contributions and retirement income contributions to the AE Savings Plan following the end of the 2016 calendar year.

 

(c)                                  Adient Share Fund in AE Savings Plan.  The AE Savings Plan will provide, effective as of the Effective Time:  (i) for the establishment of an Adient Share Fund; (ii) that such Adient Share Fund shall receive a transfer of and hold all Adient Shares distributed in connection with the Distribution in respect of Johnson Controls Shares held in the AE Savings Plan accounts; and (iii) that, following the Effective Time, contributions made by or on behalf of such participants shall be allocated to the Adient Share Fund, if so directed in accordance with the terms of the AE Savings Plan.

 

(d)                                 Johnson Controls Share Fund in AE Savings Plan.  Participants in the AE Savings Plan shall be prohibited from increasing their holdings in the Johnson Controls Share Fund under the AE Savings Plan and may elect to liquidate their holdings in the Johnson Controls Share Fund and invest those monies in any other investment fund offered under the AE Savings Plan, all in accordance with the terms of the AE Savings Plan, as applicable.

 

Section 5.05.                          Pension Plan Supplemental Benefits under the Johnson Controls Retirement Restoration Plan.  As of the Effective Time, the Johnson Controls Group shall retain sponsorship of the Johnson Controls Retirement Restoration Plan, and, except as otherwise provided in Section 5.06, from and after the Effective Time, all Assets and Liabilities thereunder shall be the Assets and Liabilities of the Johnson Controls Group.

 

Section 5.06.                          Savings Supplemental Accounts under the Adient Retirement Restoration Plan.

 

(a)                                 Establishment of the Adient Retirement Restoration Plan.  Before the Effective Time, Adient shall establish the Adient Retirement Restoration Plan.

 

(b)                                 Assumption of Liabilities from Johnson Controls.  As of the Effective Time, Adient shall, and shall cause the Adient Retirement Restoration Plan to, assume all Liabilities under the Johnson Controls Retirement Restoration Plan with respect to the Savings Supplemental

 

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Accounts (as defined in the Johnson Controls Retirement Restoration Plan) of Adient Group Employees that relate to deferrals following the closing of the Merger, determined as of immediately prior to the Effective Time, and the Johnson Controls Group and the Johnson Controls Retirement Restoration Plan shall be relieved of all Liabilities for those Savings Supplemental Accounts.  Johnson Controls shall retain all Liabilities under the Johnson Controls Retirement Restoration Plan for the Savings Supplemental Accounts of Johnson Controls Group Employees and Former Employees and for Liabilities under the Johnson Controls Retirement Restoration Plan for Savings Supplemental Accounts of Adient Group Employees that relate to deferrals prior to or as of the closing of the Merger.  From and after the Effective Time, Adient Group Employees shall cease to have Savings Supplemental Accounts in the Johnson Controls Retirement Restoration Plan.  The deferral elections in effect for the Adient Group Employees under the Johnson Controls Retirement Restoration Plan as of the Effective Time shall continue to apply under the Adient Retirement Restoration Plan immediately after the Effective Time without interruption through December 31, 2016.

 

Section 5.07.                          Adient Executive Deferred Compensation Plan.

 

(a)                                 Establishment of the Adient Executive Deferred Compensation Plan.  Before the Effective Time, Adient shall establish the Adient Executive Deferred Compensation Plan.

 

(b)                                 Assumption of Liabilities from Johnson Controls.  As of the Effective Time, Adient shall, and shall cause the Adient Executive Deferred Compensation Plan to, assume all Liabilities under the Johnson Controls Executive Deferred Compensation Plan of Adient Group Employees that relate to deferrals following the closing of the Merger, determined as of the Effective Time, and the Johnson Controls Group and the Johnson Controls Executive Deferred Compensation Plan shall be relieved of all such Liabilities.  Johnson Controls shall retain all Liabilities under the Johnson Controls Executive Deferred Compensation Plan for Johnson Controls Group Employees and Former Employees and all Liabilities under the Johnson Controls Executive Deferred Compensation Plan for Adient Group Employees that relate to deferrals prior to or as of the closing of the Merger.  From and after the Effective Time, Adient Group Employees shall cease to participate in the Johnson Controls Executive Deferred Compensation Plan.  The deferral elections in effect for the Adient Group Employees under the Johnson Controls Executive Deferred Compensation Plan as of the Effective Time shall continue to apply under the Adient Executive Deferred Compensation Plan immediately after the Effective Time without interruption through December 31, 2016.

 

Section 5.08.                          Johnson Controls Director Deferred Compensation Plan.  Johnson Controls shall retain all Liabilities under the Johnson Controls Director Deferred Compensation Plan.  From and after the Effective Time, Transferred Directors shall cease to participate in the Johnson Controls Director Deferred Compensation Plan.

 

Section 5.09.                          Nonqualified Plan Participation; Distributions.  The Parties acknowledge that none of the transactions contemplated by this Agreement, the Separation and Distribution Agreement, or any other Ancillary Agreement will trigger a payment or distribution of compensation under any of the Johnson Controls Nonqualified Plans or Adient Nonqualified Plans for any participant and, consequently, that the payment or distribution of any compensation

 

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to which such participant is entitled under any of the Johnson Controls Nonqualified Plans or Adient Nonqualified Plans will occur upon such participant’s separation from service from the Adient Group or at such other time as provided in the applicable Adient Nonqualified Plan or participant’s deferral election.

 

Section 5.10.                          Joint Venture Retirement Plans.

 

(a)                                 Assumption of Plans.  Effective as of the Effective Time, Adient shall assume responsibility for plan administration of the retirement plans sponsored or maintained by certain joint ventures primarily related to the Adient Business as set forth in Schedule 5.10 hereto.

 

(b)                                 Adient Share Fund in Adient Joint Venture Savings Plans.  Prior to the Effective Time, each Adient Joint Venture Savings Plan shall be amended to provide, effective as of the Effective Time:  (i) for the establishment of an Adient Share Fund; (ii) that such Adient Share Fund shall receive a transfer of and hold all Adient Shares distributed in connection with the Distribution in respect of Johnson Controls Shares held in the Adient Joint Venture Savings Plan accounts; and (iii) that, following the Effective Time, contributions made by or on behalf of such participants shall be allocated to the Adient Share Fund, if so directed in accordance with the terms of the applicable Adient Joint Venture Savings Plan.

 

(c)                                  Johnson Controls Share Fund in Adient Joint Venture Savings Plans.  Participants in the Adient Joint Venture Savings Plans shall be prohibited from increasing their holdings in the Johnson Controls Share Fund under the Adient Joint Venture Savings Plans and may elect to liquidate their holdings in the Johnson Controls Share Fund and invest those monies in any other investment fund offered under the applicable Adient Joint Venture Savings Plan, all in accordance with the terms of the applicable Adient Joint Venture Savings Plan.

 

ARTICLE VI
 GLOBAL AND U.S. WELFARE BENEFIT PLANS

 

Section 6.01.                          U.S. Welfare Plans.

 

(a)                                 Establishment of Adient U.S. Welfare Plans.  Before the Effective Time, Adient shall, or shall cause the applicable member of the Adient Group to, establish the Adient U.S. Welfare Plans.  Except as specifically provided herein, it is anticipated that Adient Group Employees who are U.S. Employees shall cease active participation in the Johnson Controls U.S. Welfare Plans as of the Effective Time (or, if earlier, the date on which the Adient U.S. Welfare Plans are established) and commence such participation in the Adient U.S. Welfare Plans on the Distribution Date (or, if earlier, the date on which the Adient U.S. Welfare Plans are established).

 

(b)                                 Waiver of Conditions; Benefit Maximums.  Adient shall use commercially reasonable efforts to cause the Adient U.S. Welfare Plans and any Welfare Plans that provide leave benefits, as applicable, to:

 

(i)                                     with respect to initial enrollment as of the Effective Time (or, if earlier, the date on which the applicable Welfare Plan is established), waive (A) all limitations as to preexisting conditions, exclusions, and service conditions with respect to participation and coverage requirements applicable to any Adient Group Employee or Former Adient Group

 

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Employee who are U.S. Employees, or any covered dependents thereof, other than limitations that were in effect with respect to such Adient Group Employee, Former Adient Group Employee, or covered dependent under the applicable Johnson Controls U.S. Welfare Plan as of immediately prior to the Effective Time (or, if earlier, the date on which the applicable Welfare Plan is established), and (B) any waiting period limitation or evidence of insurability requirement applicable to such Adient Group Employee, Former Adient Group Employee, or any covered dependents thereof, other than limitations or requirements that were in effect with respect to such Adient Group Employee, Former Adient Group Employee, or covered dependent under the applicable Johnson Controls U.S. Welfare Plans as of immediately prior to the Effective Time (or, if earlier, the date on which the applicable Welfare Plan is established); and

 

(ii)                                  take into account (A) with respect to aggregate annual, lifetime, or similar maximum benefits available under the Adient U.S. Welfare Plans, such Adient Group Employee’s, Former Adient Group Employee’s, or any covered dependents’ prior claim experience under the Johnson Controls U.S. Welfare Plans and any Benefit Plan that provides leave benefits; and (B) any eligible expenses incurred by such Adient Group Employee or Former Adient Group Employee and his or her covered dependents during the portion of the plan year of the applicable Johnson Controls U.S. Welfare Plan ending as of the Effective Time (or, if earlier, the date on which the applicable Welfare Plan is established) to be taken into account under such Adient U.S. Welfare Plan for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such Adient Group Employee or Former Adient Group Employee and his or her covered dependents for the applicable plan year to the same extent as such expenses were taken into account by Johnson Controls for similar purposes prior to the Effective Time (or, if earlier, the date on which the applicable Welfare Plan is established) as if such amounts had been paid in accordance with such Adient U.S. Welfare Plan.

 

(c)                                  Health Savings Accounts.  Without limiting Section 6.01(a), before the Effective Time, Adient shall, or shall cause a member of the Adient Group to, establish an Adient U.S. Welfare Plan that will provide health savings account benefits to Adient Group Employees who are U.S. Employees on and after the Effective Time (or, if earlier, the date on which the applicable Welfare Plan is established) (a “Adient HSA”).  It is the intention of the Parties that all activity under such an Adient Group Employee’s health savings account under a Johnson Controls Welfare Plan (a “Johnson Controls HSA”) for the year in which the Effective Time occurs be treated instead as activity under the corresponding account under the Adient HSA, such that (i) any period of participation by such Adient Group Employee in a Johnson Controls HSA during the year in which the Effective Time occurs will be deemed a period when such Adient Group Employee participated in the corresponding Adient HSA; (ii) all expenses incurred during such period will be deemed incurred while such Adient Group Employee’s coverage was in effect under the corresponding Adient HSA; and (iii) all elections and reimbursements made with respect to such period under the Johnson Controls HSA will be deemed to have been made with respect to the corresponding Adient HSA.

 

(d)                                 Flexible Spending Accounts.  The Parties shall use commercially reasonable efforts to ensure that any health or dependent care flexible spending accounts of Adient Group Employees who are U.S. Employees (whether positive or negative) (the “Transferred FSA Balances”) under Johnson Controls U.S. Welfare Plans that are health or dependent care flexible spending account plans are transferred, as soon as practicable after the Effective Time (or, if

 

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earlier, the date on which the corresponding Adient U.S. Welfare Plans are established), from the Johnson Controls U.S. Welfare Plans to the corresponding Adient U.S. Welfare Plans.  Such Adient U.S. Welfare Plans shall assume responsibility as of the Effective Time (or, if earlier, the date on which such Adient U.S. Welfare Plans are established) for all outstanding health or dependent care claims under the corresponding Johnson Controls U.S. Welfare Plans of each such Adient Group Employee for the year in which the Effective Time occurs and shall assume and agree to perform the obligations of the corresponding Johnson Controls U.S. Welfare Plans from and after the Effective Time.  As soon as practicable after the Effective Time (calculated as of the Effective Time), and in any event within 30 days after the amount of the Transferred FSA Balances is determined or such later date as mutually agreed upon by the Parties, Adient shall pay Johnson Controls the net aggregate amount of the Transferred FSA Balances (calculated as of the Effective Time), if such amount is positive, and Johnson Controls shall pay Adient the net aggregate amount of the Transferred FSA Balances (calculated as of the Effective Time), if such amount is negative.

 

(e)                                  Allocation of Welfare Assets and Liabilities.  Effective as of the Effective Time, except as otherwise specifically provided herein, the Johnson Controls Group shall retain all Liabilities relating to Incurred Claims under the Johnson Controls U.S. Welfare Plans, and shall also retain Assets (including, without limitation, Medicare reimbursements, pharmaceutical rebates, and similar items) associated with such Incurred Claims.  The Adient Group shall be responsible for all Liabilities relating to Incurred Claims under any Adient U.S. Welfare Plan and shall also retain Assets (including, without limitation, Medicare reimbursements, pharmaceutical rebates, and similar items) associated with such Incurred Claims.

 

(f)                                   Determination of Adient Group Employees.  For purposes of this Section 6.01, it is contemplated that some or all of the Adient U.S. Welfare Plans or Benefit Plans providing leave benefits may be established prior to the Effective Time.  In such event, all references to “Adient Group Employees” in this Section 6.01 shall mean and refer to individuals employed by a member of the Adient Group as of immediately prior to the date of establishment of such plan.

 

Section 6.02.                          Adient U.S. Retiree Medical Plan.

 

(a)                                 Establishment of the Adient U.S. Retiree Medical Plan.  Before the Effective Time, Adient shall establish the Adient U.S. Retiree Medical Plan and the Adient U.S. VEBA.

 

(b)                                 Assumption of Liabilities from Johnson Controls.  As of the Effective Time (or, if earlier, the date on which the Adient U.S. Retiree Medical Plan is established), Adient shall, and shall cause the Adient U.S. Retiree Medical Plan to, assume all retiree medical Liabilities under the Johnson Controls Retiree Welfare Plan of the non-union Adient Group Employees and non-union Former Adient Group Employees, determined as of immediately prior to the Effective Time (or, if earlier, the date on which the Adient U.S. Retiree Medical Plan is established), and the Johnson Controls Group and the Johnson Controls Retiree Welfare Plan shall be relieved of all such Liabilities.  In connection therewith, no later than the Effective Time, Johnson Controls shall cause the Johnson Controls U.S. VEBA to transfer to the Adient U.S. VEBA an amount of assets (in cash and/or in kind as the Parties agree) equal in value to the amount reasonably determined by

 

32











 

the actuary of the Johnson Controls U.S. VEBA to be the value of the assets of the Johnson Controls U.S. VEBA attributable to non-union Adient Group Employees and non-union Former Adient Group Employees, determined as of the date of such transfer.  Johnson Controls shall retain all Liabilities under the Johnson Controls Retiree Welfare Plan for Johnson Controls Group Employees and Former Johnson Controls Group Employees.  From and after the Effective Time (or, if earlier, the date on which the Adient U.S. Retiree Medical Plan is established), Adient Group Employees and Former Adient Group Employees shall cease to participate in the Johnson Controls Retiree Welfare Plan.  Adient shall file the Adient U.S. VEBA with the IRS for a determination of its tax-exempt status as soon as practicable after the Adient U.S. VEBA is established and shall provide a copy of such determination to Johnson Controls upon the request of Johnson Controls.

 

Section 6.03.                          COBRA.  The Johnson Controls Group shall continue to be responsible for complying with, and providing coverage pursuant to, the health care continuation requirements of COBRA and the corresponding provisions of the Johnson Controls U.S. Welfare Plans with respect to any Johnson Controls Group Employee and any Former Johnson Controls Group Employee who is a U.S. Employee (and his or her covered dependents) who incur a qualifying event under COBRA before, as of, or after the Effective Time.  Effective as of the Effective Time (or, if earlier, the date on which the Adient U.S. Retiree Medical Plan is established), the Adient Group shall assume responsibility for complying with, and providing coverage pursuant to, the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the Adient U.S. Welfare Plans with respect to any Adient Group Employee or Former Adient Group Employee who is a U.S. Employee (and his or her covered dependents) who incurs a qualifying event or loss of coverage under the Johnson Controls U.S. Welfare Plans and/or the Adient U.S. Welfare Plans before, as of, or after the Effective Time.  The Parties agree that the consummation of the transactions contemplated by the Separation and Distribution Agreement shall not constitute a COBRA qualifying event for any purpose of COBRA.

 

Section 6.04.                          Vacation, Holidays and Leaves of Absence.  Effective as of no later than the Effective Time, the Adient Group shall assume all Liabilities of the Johnson Controls Group with respect to vacation, holiday, annual leave, or other leave of absence, and required payments related thereto, for each Adient Group Employee who is a U.S. Employee.  The Johnson Controls Group shall retain all Liabilities with respect to vacation, holiday, annual leave or other leave of absence, and required payments related thereto, for each Johnson Controls Group Employee who is a U.S. Employee.

 

Section 6.05.                          Severance and Unemployment Compensation.  Except as otherwise provided in Section 3.01(c), effective as of the Effective Time, the Adient Group shall assume any and all Liabilities to, or relating to, Adient Group Employees and Former Adient Group Employees in respect of severance and unemployment compensation, regardless of whether the event giving rise to the Liability occurred before, at, or after the Effective Time.  The Johnson Controls Group shall be responsible for any and all Liabilities to, or relating to, Johnson Controls Group Employees and Former Johnson Controls Group Employees in respect of severance and unemployment compensation, regardless of whether the event giving rise to the Liability occurred before, at or after the Effective Time.

 

33











 

Section 6.06.                          Workers’ Compensation.  With respect to claims for workers’ compensation in the U.S., (a) the Adient Group shall be responsible for claims in respect of Adient Group Employees and Former Adient Group Employees, whether occurring before, at, or after the Effective Time, and (b) the Johnson Controls Group shall be responsible for all claims in respect of Johnson Controls Group Employees and Former Johnson Controls Group Employees, whether occurring before, at, or after the Effective Time.  The treatment of workers’ compensation claims by Adient with respect to Johnson Controls insurance policies shall be governed by Section 5.1 of the Separation and Distribution Agreement.

 

Section 6.07.                          Insurance Contracts.  To the extent that any Johnson Controls Welfare Plan is funded through the purchase of an insurance contract or is subject to any stop-loss contract, the Parties shall cooperate and use their commercially reasonable efforts to replicate such insurance contracts for Adient (except to the extent that changes are required under applicable state insurance Laws or filings by the respective insurers) and to maintain any pricing discounts or other preferential terms for both Johnson Controls and Adient for a reasonable term.  Neither Party shall be liable for failure to obtain such insurance contracts, pricing discounts, or other preferential terms for the other Party.  Each Party shall be responsible for any additional premiums, charges, or administrative fees that such Party may incur pursuant to this Section 6.07.

 

Section 6.08.                          Third-Party Vendors.  Except as provided below, to the extent that any Johnson Controls Welfare Plan is administered by a third-party vendor, the Parties shall cooperate and use their commercially reasonable efforts to replicate any contract with such third-party vendor for Adient and to maintain any pricing discounts or other preferential terms for both Johnson Controls and Adient for a reasonable term.  Neither Party shall be liable for failure to obtain such pricing discounts or other preferential terms for the other Party.  Each Party shall be responsible for any additional premiums, charges, or administrative fees that such Party may incur pursuant to this Section 6.08.

 

Section 6.09.                          Joint Venture Welfare Plans.  Effective as of the Effective Time, Adient shall assume responsibility for plan administration of the employee benefit plans sponsored or maintained by certain joint ventures primarily related to the Adient Business as set forth in Schedule 6.09 hereto.

 

ARTICLE VII
 NON-U.S. EMPLOYEES AND BENEFIT PLANS

 

Section 7.01.                          Non-U.S. Employees.  Unless otherwise agreed by the Parties, Adient Group Employees and Former Adient Group Employees who are Non-U.S. Employees or who otherwise are subject to non-U.S. Law and their related benefits and Liabilities shall be treated in the same manner as the Adient Group Employees and Former Adient Group Employees, respectively, who are U.S. Employees and who are not subject to non-U.S. Law.  Notwithstanding anything to the contrary in this Agreement, all actions taken with respect to Non-U.S. Employees or U.S. Employees working in non-U.S. jurisdictions shall be subject to and accomplished in accordance with applicable Law and the custom of the applicable jurisdictions.

 

34











 

Section 7.02.                          Adient Non-U.S. Pension Plans.

 

(a)                                 Generally.  As of the Effective Time, the Adient Group shall retain (or establish or assume to the extent necessary) sponsorship of the Adient Non-U.S. Pension Plans, and, from and after the Effective Time, all Assets and Liabilities thereunder shall be the Assets and Liabilities of the Adient Group.

 

(b)                                 Retained Adient German Pension Plans.  The Parties acknowledge and agree that the Johnson Controls Group will, by operation of Law, retain certain Liabilities under the Retained Adient German Pension Plans that would otherwise have been assumed by the Adient Group in connection with the Separation and Distribution (the “Retained Adient German Pension Plan Liabilities”).  Following the Effective Time, Johnson Controls and Adient shall take, and cause their respective Affiliates to take, all actions and measures and make all declarations necessary to split-off (abspalten), within the meaning of sections 123 et seq. of the German Transformation Act, to such members of the Adient Group incorporated under German law as designated by Adient (i) the Retained Adient German Pension Plan Liabilities and (ii) the Assets in respect of such Retained Adient German Pension Plan Liabilities, with effect as of October 1, 2016, based upon carve-out documentation to be agreed between the Parties in good faith (the “Adient German Pension Plan Carve-Out”).  Adient shall defend, indemnify, and hold harmless the Johnson Controls Group against any and all claims and Liabilities in connection with the Retained Adient German Pension Plan Liabilities, including all payments made by any of member of the Johnson Controls Group to settle claims in relation to Retained Adient German Pension Plan Liabilities for which it is liable pursuant to section 133 para 3 sentence 2 of the German Transformation Act.

 

Section 7.03.                          Adient Non-U.S. Welfare Plans.  As of the Effective Time, the Adient Group shall retain (or establish or assume to the extent necessary) sponsorship of the Adient Non-U.S. Welfare Plans, and, from and after the Effective Time, all Assets and Liabilities thereunder shall be the Assets and Liabilities of the Adient Group.

 

Section 7.04.                          Johnson Controls Non-U.S. Pension Plan.  As of the Effective Time, the Johnson Controls Group shall retain (or establish or assume to the extent necessary) sponsorship of the Johnson Controls Non-U.S. Pension Plan, and, from and after the Effective Time, all Assets and Liabilities thereunder shall be the Assets and Liabilities of the Johnson Controls Group.

 

ARTICLE VIII
 MISCELLANEOUS

 

Section 8.01.                          Employee Records.

 

(a)                                 Sharing of Information.  Subject to any limitations imposed by applicable Law, Johnson Controls and Adient (acting directly or through members of the Johnson Controls Group or the Adient Group, respectively) shall provide to the other Party and their respective authorized agents and vendors all information necessary for the Parties to perform their respective duties under this Agreement.

 

(b)                                 Transfer of Personnel Records and Authorization.  Subject to any limitation imposed by applicable Law and to the extent that it has not done so before the Effective Time, each

 

35











 

Party shall transfer to the other Party any and all employment records set forth on Schedule 8.01(b) hereto.  Such transfer of records generally shall occur as soon as administratively practicable at or after the Effective Time.  Each Party will permit the other Party reasonable access to Employee records to the extent reasonably necessary for such accessing Party to carry out its obligations hereunder.

 

(c)                                  Access to Records.  To the extent not inconsistent with this Agreement, the Separation and Distribution Agreement, or any applicable privacy protection Laws or regulations, reasonable access to Employee-related records after the Effective Time will be provided to members of the Johnson Controls Group and members of the Adient Group pursuant to the terms and conditions of Article VI of the Separation and Distribution Agreement.

 

(d)                                 Maintenance of Records.  With respect to retaining, destroying, transferring, sharing, copying, and permitting access to all Employee-related information, Johnson Controls and Adient shall comply with all applicable Laws, regulations, and internal policies, and shall indemnify and hold harmless each other from and against any and all Liability, claims, actions, and damages that arise from a failure (by the indemnifying Party or its Subsidiaries or their respective agents) to so comply with all applicable Laws, regulations, and internal policies applicable to such information.  At least ten business days prior to destroying any Employee-related information, the Party seeking to destroy such information shall give written notice to the other Party, which notice shall specify in reasonable detail the information to be destroyed, and, if elected by the Party to whom such notice was delivered within 10 business days following receipt of such notice, the Party delivering such notice shall transfer such information to such other Party.

 

(e)                                  Cooperation.  Each Party shall use commercially reasonable efforts to cooperate and work together to unify, consolidate, and share (to the extent permissible under applicable privacy/data protection laws) all relevant documents, resolutions, government filings, data, payroll, employment, and benefit plan information on regular timetables and cooperate as needed with respect to (i) any litigation with respect to any employee benefit plan, policy, or arrangement contemplated by this Agreement, (ii) efforts to seek a determination letter, private letter ruling, or advisory opinion from the IRS, U.S. Department of Labor, or ruling from any other Governmental Authority on behalf of any employee benefit plan, policy, or arrangement contemplated by this Agreement, and (iii) any filings that are required to be made or supplemented to the IRS, U.S. Pension Benefit Guaranty Corporation, U.S. Department of Labor, or any other Governmental Authority; provided, however, that requests for cooperation must be reasonable and not interfere with daily business operations.

 

(f)                                   Confidentiality.  Notwithstanding anything to the contrary in this Agreement, all confidential records and data relating to Employees to be shared or transferred pursuant to this Agreement shall be subject to Section 6.9 of the Separation and Distribution Agreement and the requirements of applicable Law.

 

(g)                                  Compensation for Providing Information.  The Party requesting information under this Section 8.01 agrees to reimburse the other Party for the reasonable costs, if any, of gathering, copying, transporting, and otherwise complying with the request with respect to such information (including any reasonable costs and expenses incurred in any review of

 

36












 

information for purposes of protecting the Privileged Information of the providing Party or in connection with the restoration of backup media for purposes of providing the requested information).

 

Section 8.02.                          Preservation of Rights to Amend.  The rights of each member of the Johnson Controls Group and each member of the Adient Group to amend, waive, or terminate any plan, arrangement, agreement, program, or policy referred to herein shall not be limited in any way by this Agreement.

 

Section 8.03.                          Fiduciary Matters.  Johnson Controls and Adient each acknowledge that actions required to be taken pursuant to this Agreement may be subject to fiduciary duties or standards of conduct under ERISA or other applicable Law, and no Party shall be deemed to be in violation of this Agreement if it fails to comply with any provisions hereof based upon its good faith determination (as supported by advice from counsel experienced in such matters) that to do so would violate such a fiduciary duty or standard.  Each Party shall be responsible for taking such actions as are deemed necessary and appropriate to comply with its own fiduciary responsibilities and shall fully release and indemnify the other Party for any Liabilities caused by the failure to satisfy any such responsibility.

 

Section 8.04.                          Further Assurances.  Each Party hereto shall take, or cause to be taken, any and all reasonable actions, including the execution, acknowledgment, filing, and delivery of any and all documents and instruments that any other Party hereto may reasonably request in order to effect the intent and purpose of this Agreement and the transactions contemplated hereby.

 

Section 8.05.                          Counterparts; Entire Agreement; Corporate Power.

 

(a)                                 This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party.

 

(b)                                 This Agreement, the Separation and Distribution Agreement, and the Ancillary Agreements and the Exhibits, Schedules, and Appendices hereto and thereto contain the entire agreement among the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings among the Parties other than those set forth or referred to herein or therein.  Johnson Controls represents on behalf of itself and each other member of the Johnson Controls Group, and Adient represents on behalf of itself and each other member of the Adient Group, as follows:

 

(i)                                     each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and

 

(ii)                                  this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms hereof.

 

37











 

(c)                                  Each Party acknowledges that it and each other Party is executing this Agreement by facsimile, stamp, or mechanical signature, and that delivery of an executed counterpart of a signature page to this Agreement (whether executed by manual, stamp, or mechanical signature) by facsimile or by email in portable document format (PDF) shall be effective as delivery of such executed counterpart of this Agreement.  Each Party expressly adopts and confirms each such facsimile, stamp, or mechanical signature (regardless of whether delivered in person, by mail, by courier, by facsimile, or by email in portable document format (PDF)) made in its respective name as if it were a manual signature delivered in person, agrees that it will not assert that any such signature or delivery is not adequate to bind such Party to the same extent as if it were signed manually and delivered in person and agrees that, at the reasonable request of the other Party at any time, it will as promptly as reasonably practicable cause this Agreement to be manually executed (any such execution to be as of the date of the initial date thereof) and delivered in person, by mail, or by courier.

 

Section 8.06.                          Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.  This Agreement (and any claims or disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement of any party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of New York irrespective of the choice of laws principles of the State of New York (other than Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York) including all matters of validity, construction, effect, enforceability, performance and remedies.  Each of Johnson Controls and Adient, on behalf of itself and the members of its Group, hereby irrevocably (a) agrees that any Dispute shall be subject to the exclusive jurisdiction of any federal court sitting in the Borough of Manhattan in The City of New York (or, only if such court lacks subject matter jurisdiction, in any New York State court sitting in the Borough of Manhattan in The City of New York), (b) waives any claims of forum non conveniens, and agrees to submit to the jurisdiction of such courts, as provided in New York General Obligations Law § 5-1402, (c) agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in Section 8.09 shall be effective service of process for any litigation brought against it in any such court or for the taking of any other acts as may be necessary or appropriate in order to effectuate any judgment of said courts and (d) UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE.

 

Section 8.07.                          Assignability.  This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided that neither Party may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other Party hereto.  Notwithstanding the foregoing, no such consent shall be required for the assignment of a party’s rights and obligations under this Agreement in whole in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party.  Nothing herein is intended to, or shall be construed to, prohibit either Party or any member of its Group from being party to or undertaking a change of control.

 

38











 

Section 8.08.                          Third-Party Beneficiaries.  Except for the indemnification rights under this Agreement of any Johnson Controls Indemnified Party or Adient Indemnified Party in their respective capacities as such, (a) the provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person except the Parties any rights or remedies hereunder, and (b) there are no third-party beneficiaries of this Agreement and neither this Agreement shall provide any third person with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

 

Section 8.09.                          Notices.  All notices, requests, claims, demands, or other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon acknowledgment of receipt) by delivery in person, by overnight courier service, or by electronic transmission with receipt confirmed (followed by delivery of an original via overnight courier service) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 8.09):

 

If to Johnson Controls, to:

 

Johnson Controls International plc
 5757 N. Green Bay Avenue
 Milwaukee, Wisconsin 53029
 Attn:                                                General Counsel
 Email:                                        CO-General.Counsel@jci.com

 

with a copy to:

 

Wachtell, Lipton, Rosen & Katz
 51 West 52nd Street
 New York, New York 10019
 Attention:                     Andrew R. Brownstein

David K. Lam

 

If to Adient, to:

 

Adient Limited
 833 East Michigan Street, Suite 1100
 Milwaukee, Wisconsin 53202
 Attn:  General Counsel
 Email:                                        CO-General.Counsel@adient.com

 

with a copy to:

 

Wachtell, Lipton, Rosen & Katz
 51 West 52nd Street
 New York, New York 10019
 Attention:                     Andrew R. Brownstein

David K. Lam

 

39











 

A Party may, by notice to the other Party, change the address to which such notices are to be given.

 

Section 8.10.                          Severability.  If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby.  Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

 

Section 8.11.                          Force Majeure.  No Party shall be deemed in default of this Agreement or, unless otherwise expressly provided therein, any other Ancillary Agreement for any delay or failure to fulfill any obligation (other than a payment obligation) hereunder or thereunder so long as and to the extent to which any delay or failure in the fulfillment of such obligation is prevented, frustrated, hindered, or delayed as a consequence of circumstances of Force Majeure.  In the event of any such excused delay, the time for performance of such obligations (other than a payment obligation) shall be extended for a period equal to the time lost by reason of the delay.  A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition, and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement and the other Ancillary Agreements, as applicable, as soon as reasonably practicable.

 

Section 8.12.                          No Set-Off.  Except as otherwise mutually agreed to in writing by the Parties, neither Party nor any other member of such Party’s Group shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or any other Ancillary Agreement or (b) any other amounts claimed to be owed to the other Party or any member of its Group arising out of this Agreement.

 

Section 8.13.                          Headings.  The article, section, and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

 

Section 8.14.                          Survival of Covenants.  Except as expressly set forth in this Agreement, the covenants, representations, and warranties contained in this Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effect.

 

Section 8.15.                          Waivers of Default.  Waiver by a Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party.  No failure or delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power, or privilege.

 

40











 

Section 8.16.                          Dispute Resolution.  The dispute resolution procedures set forth in Article VII of the Separation and Distribution Agreement shall apply to any dispute, controversy or claim arising out of or relating to this Agreement.

 

Section 8.17.                          Specific Performance.  Subject to Article VII of the Separation and Distribution Agreement, in the event of any actual or threatened default in, or breach of, any of the terms, conditions, and provisions of this Agreement, the Party who is, or is to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief in respect of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.  The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived.  Any requirements for the securing or posting of any bond with such remedy are waived by each of the Parties.

 

Section 8.18.                          Amendments.  No provisions of this Agreement shall be deemed waived, amended, supplemented, or modified by a Party, unless such waiver, amendment, supplement, or modification is in writing and signed by the authorized representative of the Party against whom it is sought to enforce such waiver, amendment, supplement, or modification.

 

Section 8.19.                          Mutual Drafting.  This Agreement shall be deemed to be the joint work product of the Parties and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable.

 

[Remainder of page intentionally left blank]

 

41











 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives.

 

	
 
    	
JOHNSON   CONTROLS INTERNATIONAL PLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Brian J. Stief 
    
	
 
    	
 
    	
Name:
    	
Brian   J. Stief
    
	
 
    	
 
    	
Title:
    	
Executive   Vice President and Chief
   Financial Officer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
ADIENT   LIMITED
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Cathleen A. Ebacher 
    
	
 
    	
 
    	
Name:
    	
Cathleen   A. Ebacher
    
	
 
    	
 
    	
Title:
    	
Vice   President, General Counsel and
   Secretary
    


 

[Signature Page to Employee Matters Agreement]

 












 

SCHEDULES TO

 

EMPLOYEE MATTERS AGREEMENT

 

BY AND BETWEEN

 

JOHNSON CONTROLS INTERNATIONAL PLC

 

AND

 

ADIENT LIMITED

 

DATED AS OF SEPTEMBER 8, 2016

 











 

Schedule 1.01(a)
 Adient Group Employees and Former Adient Group Employees

 

(i)                                     Adient Group Employees

 

(A)

 

	
Employee ID
    	
 
    	
Employee ID
    
	
1534657
    	
 
    	
1661545
    
	
0728583
    	
 
    	
1681509
    
	
0728668
    	
 
    	
1683749
    
	
0728704
    	
 
    	
1687859
    
	
0734629
    	
 
    	
1688255
    
	
0769455
    	
 
    	
1690735
    
	
0772681
    	
 
    	
1698014
    
	
0784681
    	
 
    	
1705913
    
	
0785363
    	
 
    	
1714867
    
	
0788073
    	
 
    	
1717699
    
	
0813822
    	
 
    	
1727969
    
	
0818313
    	
 
    	
1731151
    
	
1234900
    	
 
    	
1731208
    
	
1501081
    	
 
    	
1735927
    
	
1502398
    	
 
    	
1760719
    
	
1527078
    	
 
    	
1771227
    
	
1536285
    	
 
    	
1771608
    
	
1553931
    	
 
    	
1778851
    
	
1590707
    	
 
    	
1781933
    
	
1591169
    	
 
    	
1784863
    
	
1591249
    	
 
    	
1790163
    
	
1591668
    	
 
    	
1799799
    
	
1594895
    	
 
    	
1802531
    
	
1603074
    	
 
    	
1817228
    
	
1604288
    	
 
    	
1818584
    
	
1615529
    	
 
    	
1818669
    
	
1616874
    	
 
    	
1845910
    
	
1618594
    	
 
    	
1845911
    
	
1629112
    	
 
    	
1850667
    
	
1635632
    	
 
    	
1855910
    
	
3029368
    	
 
    	
0104811
    
	
3041477
    	
 
    	
0700305
    
	
0000490
    	
 
    	
0703257
    
	
0001446
    	
 
    	
0703408
    
	
0001674
    	
 
    	
0703671
    
	
0002469
    	
 
    	
0703847
    
	
0002825
    	
 
    	
0704104
    
	
0003153
    	
 
    	
0704123
    
	
0004892
    	
 
    	
0704186
    
	
0005226
    	
 
    	
0704189
    
	
0005318
    	
 
    	
0704190
    
	
0005502
    	
 
    	
0704669
    
	
0005732
    	
 
    	
0704724
    
	
0007517
    	
 
    	
0704755
    
	
0008364
    	
 
    	
0704764
    
	
0010219
    	
 
    	
0704776
    
	
0011063
    	
 
    	
0704777
    
	
0011130
    	
 
    	
0704778
    
	
0014911
    	
 
    	
0704782
    
	
0014936
    	
 
    	
0704784
    
	
0015266
    	
 
    	
0704793
    
	
0015328
    	
 
    	
0704819
    
	
0015440
    	
 
    	
0704821
    
	
0015489
    	
 
    	
0704826
    
	
0015803
    	
 
    	
0704838
    
	
0015805
    	
 
    	
0704966
    
	
0060593
    	
 
    	
0705000
    
	
0075567
    	
 
    	
0705185
    
	
0075572
    	
 
    	
0705221
    
	
0077144
    	
 
    	
0708210
    
	
0077185
    	
 
    	
0708240
    
	
0081836
    	
 
    	
0708494
    
	
0087069
    	
 
    	
0708592
    
	
0087075
    	
 
    	
0709188
    
	
0091570
    	
 
    	
0709264
    
	
0093328
    	
 
    	
0709495
    
	
0097482
    	
 
    	
0712381
    
	
0099929
    	
 
    	
0715027
    
	
0102314
    	
 
    	
0716768
    
	
0104750
    	
 
    	
0716794
    
	
0716796
    	
 
    	
0772981
    
	
0716817
    	
 
    	
0773628
    


 

1











 

	
Employee ID
    	
 
    	
Employee ID
    
	
0720335
    	
 
    	
0774434
    
	
0723566
    	
 
    	
0774599
    
	
0726339
    	
 
    	
0775647
    
	
0729935
    	
 
    	
0775943
    
	
0730477
    	
 
    	
0775949
    
	
0735516
    	
 
    	
0776062
    
	
0735519
    	
 
    	
0776068
    
	
0735954
    	
 
    	
0776570
    
	
0736461
    	
 
    	
0777124
    
	
0737522
    	
 
    	
0777548
    
	
0737981
    	
 
    	
0777898
    
	
0740493
    	
 
    	
0778012
    
	
0740679
    	
 
    	
0778355
    
	
0740923
    	
 
    	
0778378
    
	
0741503
    	
 
    	
0778414
    
	
0741785
    	
 
    	
0779150
    
	
0744747
    	
 
    	
0781524
    
	
0745176
    	
 
    	
0781536
    
	
0745357
    	
 
    	
0781545
    
	
0747643
    	
 
    	
0781546
    
	
0748261
    	
 
    	
0781688
    
	
0748313
    	
 
    	
0782376
    
	
0748316
    	
 
    	
0783134
    
	
0750033
    	
 
    	
0783138
    
	
0750677
    	
 
    	
0783144
    
	
0753228
    	
 
    	
0783154
    
	
0756638
    	
 
    	
0783634
    
	
0758572
    	
 
    	
0784032
    
	
0762089
    	
 
    	
0784039
    
	
0767178
    	
 
    	
0784044
    
	
0768114
    	
 
    	
0784083
    
	
0768725
    	
 
    	
0784084
    
	
0770008
    	
 
    	
0784473
    
	
0770010
    	
 
    	
0785003
    
	
0770886
    	
 
    	
0785049
    
	
0770895
    	
 
    	
0785167
    
	
0771407
    	
 
    	
0785336
    
	
0772765
    	
 
    	
0785620
    
	
0789001
    	
 
    	
0806843
    
	
0789414
    	
 
    	
0808508
    
	
0789459
    	
 
    	
0808512
    
	
0789635
    	
 
    	
0811585
    
	
0789927
    	
 
    	
0815736
    
	
0790002
    	
 
    	
0815763
    
	
0790049
    	
 
    	
0816008
    
	
0790651
    	
 
    	
0816744
    
	
0790661
    	
 
    	
0817735
    
	
0790754
    	
 
    	
0817952
    
	
0791399
    	
 
    	
0819657
    
	
0791516
    	
 
    	
0819737
    
	
0794703
    	
 
    	
0820227
    
	
0794960
    	
 
    	
0820832
    
	
0794970
    	
 
    	
0820926
    
	
0796017
    	
 
    	
0821435
    
	
0796465
    	
 
    	
0822218
    
	
0796631
    	
 
    	
0822859
    
	
0796642
    	
 
    	
0823125
    
	
0796692
    	
 
    	
0823524
    
	
0796730
    	
 
    	
0823530
    
	
0797156
    	
 
    	
0823577
    
	
0797264
    	
 
    	
0823939
    
	
0797504
    	
 
    	
0824047
    
	
0798668
    	
 
    	
0825282
    
	
0801176
    	
 
    	
0825284
    
	
0803727
    	
 
    	
0825285
    
	
0804074
    	
 
    	
0825721
    
	
0804408
    	
 
    	
0825724
    
	
0804504
    	
 
    	
0825762
    
	
0804697
    	
 
    	
0825790
    
	
0804699
    	
 
    	
0825803
    
	
0804721
    	
 
    	
0825805
    
	
0804734
    	
 
    	
0825832
    
	
0804831
    	
 
    	
0825986
    
	
0804869
    	
 
    	
0825987
    
	
0804971
    	
 
    	
1009340
    
	
0805731
    	
 
    	
1011619
    
	
0806386
    	
 
    	
1012176
    
	
0806388
    	
 
    	
1012916
    
	
1021614
    	
 
    	
1151327
    
	
1034874
    	
 
    	
1152144
    
	
1036351
    	
 
    	
1152311
    
	
1039701
    	
 
    	
1153209
    
	
1044343
    	
 
    	
1154404
    
	
1058849
    	
 
    	
1154737
    
	
1064192
    	
 
    	
1154943
    
	
1064323
    	
 
    	
1156571
    
	
1066104
    	
 
    	
1156688
    
	
1067858
    	
 
    	
1160993
    


 

2











 

	
Employee ID
    	
 
    	
Employee ID
    
	
1070230
    	
 
    	
1164930
    
	
1100982
    	
 
    	
1165281
    
	
1101745
    	
 
    	
1166406
    
	
1101762
    	
 
    	
1167040
    
	
1104939
    	
 
    	
1167155
    
	
1107343
    	
 
    	
1170063
    
	
1107905
    	
 
    	
1171756
    
	
1108048
    	
 
    	
1221856
    
	
1110325
    	
 
    	
1223192
    
	
1116475
    	
 
    	
1223757
    
	
1118408
    	
 
    	
1227858
    
	
1118488
    	
 
    	
1229570
    
	
1132505
    	
 
    	
1232222
    
	
1136916
    	
 
    	
1232611
    
	
1138120
    	
 
    	
1232834
    
	
1138285
    	
 
    	
1233879
    
	
1139297
    	
 
    	
1237590
    
	
1140542
    	
 
    	
1237925
    
	
1141723
    	
 
    	
1238261
    
	
1141724
    	
 
    	
1238263
    
	
1142250
    	
 
    	
1238553
    
	
1142424
    	
 
    	
1244156
    
	
1142548
    	
 
    	
1248086
    
	
1142895
    	
 
    	
1248443
    
	
1143089
    	
 
    	
1248945
    
	
1143740
    	
 
    	
1249641
    
	
1143825
    	
 
    	
1249681
    
	
1147095
    	
 
    	
1250305
    
	
1147698
    	
 
    	
1256440
    
	
1148441
    	
 
    	
1256446
    
	
1256696
    	
 
    	
1508934
    
	
1256739
    	
 
    	
1509840
    
	
1257581
    	
 
    	
1510923
    
	
1258376
    	
 
    	
1512299
    
	
1261006
    	
 
    	
1512300
    
	
1266946
    	
 
    	
1512839
    
	
1267181
    	
 
    	
1513295
    
	
1270493
    	
 
    	
1514535
    
	
1271574
    	
 
    	
1514845
    
	
1272088
    	
 
    	
1515847
    
	
1272223
    	
 
    	
1516641
    
	
1400156
    	
 
    	
1516709
    
	
1400219
    	
 
    	
1516861
    
	
1400380
    	
 
    	
1517084
    
	
1400609
    	
 
    	
1517087
    
	
1401325
    	
 
    	
1517471
    
	
1402611
    	
 
    	
1521140
    
	
1402749
    	
 
    	
1522019
    
	
1403285
    	
 
    	
1522612
    
	
1406641
    	
 
    	
1523641
    
	
1408179
    	
 
    	
1523645
    
	
1409074
    	
 
    	
1523904
    
	
1409500
    	
 
    	
1523912
    
	
1409742
    	
 
    	
1524140
    
	
1410929
    	
 
    	
1524176
    
	
1411373
    	
 
    	
1524184
    
	
1411443
    	
 
    	
1524189
    
	
1500457
    	
 
    	
1524221
    
	
1503771
    	
 
    	
1524924
    
	
1504368
    	
 
    	
1525401
    
	
1505386
    	
 
    	
1525783
    
	
1505759
    	
 
    	
1526003
    
	
1505966
    	
 
    	
1526127
    
	
1505983
    	
 
    	
1526172
    
	
1506778
    	
 
    	
1526230
    
	
1506815
    	
 
    	
1526498
    
	
1508051
    	
 
    	
1526572
    
	
1508055
    	
 
    	
1526819
    
	
1508355
    	
 
    	
1526855
    
	
1508392
    	
 
    	
1527151
    
	
1527267
    	
 
    	
1537678
    
	
1527298
    	
 
    	
1538693
    
	
1527498
    	
 
    	
1538956
    
	
1527505
    	
 
    	
1539354
    
	
1527846
    	
 
    	
1539880
    
	
1527847
    	
 
    	
1540763
    
	
1528380
    	
 
    	
1541917
    
	
1528431
    	
 
    	
1544800
    
	
1528445
    	
 
    	
1544912
    
	
1528910
    	
 
    	
1545735
    
	
1529306
    	
 
    	
1546033
    
	
1529338
    	
 
    	
1546403
    
	
1529401
    	
 
    	
1546879
    
	
1529466
    	
 
    	
1547702
    
	
1529467
    	
 
    	
1547723
    
	
1530144
    	
 
    	
1549039
    
	
1530237
    	
 
    	
1549951
    
	
1530240
    	
 
    	
1549973
    


 

3











 

	
Employee ID
    	
 
    	
Employee ID
    
	
1530271
    	
 
    	
1549993
    
	
1530273
    	
 
    	
1551053
    
	
1530642
    	
 
    	
1553459
    
	
1531144
    	
 
    	
1555161
    
	
1531352
    	
 
    	
1555644
    
	
1531580
    	
 
    	
1555874
    
	
1531709
    	
 
    	
1557666
    
	
1532419
    	
 
    	
1559425
    
	
1532423
    	
 
    	
1560179
    
	
1532690
    	
 
    	
1560348
    
	
1533917
    	
 
    	
1560951
    
	
1534552
    	
 
    	
1561512
    
	
1534571
    	
 
    	
1562774
    
	
1535252
    	
 
    	
1563006
    
	
1535253
    	
 
    	
1563194
    
	
1535256
    	
 
    	
1563436
    
	
1535527
    	
 
    	
1563438
    
	
1536108
    	
 
    	
1563861
    
	
1537080
    	
 
    	
1565474
    
	
1537310
    	
 
    	
1565891
    
	
1537532
    	
 
    	
1565892
    
	
1537578
    	
 
    	
1565897
    
	
1565935
    	
 
    	
1583162
    
	
1566396
    	
 
    	
1583540
    
	
1566762
    	
 
    	
1583873
    
	
1566819
    	
 
    	
1584559
    
	
1569003
    	
 
    	
1585597
    
	
1569894
    	
 
    	
1585804
    
	
1570024
    	
 
    	
1586153
    
	
1571126
    	
 
    	
1586257
    
	
1571250
    	
 
    	
1586271
    
	
1572209
    	
 
    	
1586696
    
	
1572538
    	
 
    	
1586899
    
	
1572846
    	
 
    	
1587232
    
	
1572947
    	
 
    	
1587911
    
	
1573150
    	
 
    	
1589797
    
	
1573220
    	
 
    	
1590937
    
	
1573229
    	
 
    	
1591172
    
	
1573331
    	
 
    	
1591313
    
	
1573349
    	
 
    	
1591587
    
	
1574838
    	
 
    	
1591590
    
	
1574840
    	
 
    	
1591663
    
	
1575558
    	
 
    	
1591723
    
	
1575627
    	
 
    	
1591787
    
	
1575697
    	
 
    	
1591908
    
	
1577000
    	
 
    	
1591950
    
	
1577009
    	
 
    	
1592018
    
	
1577146
    	
 
    	
1592164
    
	
1577292
    	
 
    	
1593796
    
	
1577315
    	
 
    	
1593809
    
	
1578469
    	
 
    	
1593818
    
	
1578573
    	
 
    	
1593919
    
	
1579237
    	
 
    	
1593927
    
	
1579640
    	
 
    	
1593949
    
	
1580027
    	
 
    	
1593958
    
	
1580238
    	
 
    	
1593961
    
	
1582135
    	
 
    	
1593972
    
	
1582145
    	
 
    	
1593998
    
	
1582156
    	
 
    	
1594007
    
	
1582245
    	
 
    	
1594014
    
	
1582864
    	
 
    	
1594037
    
	
1583133
    	
 
    	
1594041
    
	
1594044
    	
 
    	
1617549
    
	
1594061
    	
 
    	
1626719
    
	
1594147
    	
 
    	
1629010
    
	
1594600
    	
 
    	
1629045
    
	
1595577
    	
 
    	
1629085
    
	
1595921
    	
 
    	
1630045
    
	
1599313
    	
 
    	
1630511
    
	
1600538
    	
 
    	
1631469
    
	
1601920
    	
 
    	
1631689
    
	
1602157
    	
 
    	
1633217
    
	
1603622
    	
 
    	
1633248
    
	
1604103
    	
 
    	
1633471
    
	
1605300
    	
 
    	
1633636
    
	
1605301
    	
 
    	
1633667
    
	
1606250
    	
 
    	
1633807
    
	
1606258
    	
 
    	
1636396
    
	
1606277
    	
 
    	
1636672
    
	
1606703
    	
 
    	
1636960
    
	
1607319
    	
 
    	
1637813
    
	
1607322
    	
 
    	
1643839
    
	
1608129
    	
 
    	
1644978
    
	
1608152
    	
 
    	
1645234
    
	
1608742
    	
 
    	
1645711
    
	
1609112
    	
 
    	
1645715
    
	
1609124
    	
 
    	
1647292
    
	
1609258
    	
 
    	
1647326
    


 

4











 

	
Employee ID
    	
 
    	
Employee ID
    
	
1609275
    	
 
    	
1648525
    
	
1609371
    	
 
    	
1648766
    
	
1611148
    	
 
    	
1650610
    
	
1611421
    	
 
    	
1650613
    
	
1612463
    	
 
    	
1650883
    
	
1612717
    	
 
    	
1652179
    
	
1612745
    	
 
    	
1652410
    
	
1614581
    	
 
    	
1652836
    
	
1615321
    	
 
    	
1653779
    
	
1615374
    	
 
    	
1653984
    
	
1616011
    	
 
    	
1654410
    
	
1616776
    	
 
    	
1654788
    
	
1617250
    	
 
    	
1654860
    
	
1617453
    	
 
    	
1655237
    
	
1656234
    	
 
    	
1674314
    
	
1656450
    	
 
    	
1674474
    
	
1657191
    	
 
    	
1674568
    
	
1657458
    	
 
    	
1676240
    
	
1657641
    	
 
    	
1676413
    
	
1659009
    	
 
    	
1676470
    
	
1659213
    	
 
    	
1676499
    
	
1659450
    	
 
    	
1676957
    
	
1659482
    	
 
    	
1676958
    
	
1659567
    	
 
    	
1676991
    
	
1659776
    	
 
    	
1677117
    
	
1659933
    	
 
    	
1677545
    
	
1661975
    	
 
    	
1678215
    
	
1663870
    	
 
    	
1679276
    
	
1664088
    	
 
    	
1680462
    
	
1664411
    	
 
    	
1681240
    
	
1664961
    	
 
    	
1681262
    
	
1664965
    	
 
    	
1681302
    
	
1665006
    	
 
    	
1683245
    
	
1665017
    	
 
    	
1683246
    
	
1665396
    	
 
    	
1683260
    
	
1666408
    	
 
    	
1683660
    
	
1666424
    	
 
    	
1683805
    
	
1666428
    	
 
    	
1683932
    
	
1666430
    	
 
    	
1685553
    
	
1666648
    	
 
    	
1686391
    
	
1666843
    	
 
    	
1686870
    
	
1667184
    	
 
    	
1687029
    
	
1667779
    	
 
    	
1687571
    
	
1667818
    	
 
    	
1687706
    
	
1668010
    	
 
    	
1687920
    
	
1669170
    	
 
    	
1688310
    
	
1669591
    	
 
    	
1689037
    
	
1672170
    	
 
    	
1690135
    
	
1672504
    	
 
    	
1690320
    
	
1672949
    	
 
    	
1690961
    
	
1673268
    	
 
    	
1691438
    
	
1673270
    	
 
    	
1691974
    
	
1673566
    	
 
    	
1692302
    
	
1674182
    	
 
    	
1693023
    
	
1693608
    	
 
    	
1726835
    
	
1694777
    	
 
    	
1726994
    
	
1695389
    	
 
    	
1727229
    
	
1695392
    	
 
    	
1727496
    
	
1696956
    	
 
    	
1728628
    
	
1697220
    	
 
    	
1728985
    
	
1697687
    	
 
    	
1729877
    
	
1697827
    	
 
    	
1731526
    
	
1698261
    	
 
    	
1731961
    
	
1698378
    	
 
    	
1732408
    
	
1698985
    	
 
    	
1732975
    
	
1700881
    	
 
    	
1733187
    
	
1701091
    	
 
    	
1734517
    
	
1701120
    	
 
    	
1734563
    
	
1701121
    	
 
    	
1736113
    
	
1702547
    	
 
    	
1736435
    
	
1703194
    	
 
    	
1736468
    
	
1704512
    	
 
    	
1736482
    
	
1705190
    	
 
    	
1737972
    
	
1705193
    	
 
    	
1738306
    
	
1706039
    	
 
    	
1738960
    
	
1706192
    	
 
    	
1739035
    
	
1707078
    	
 
    	
1739176
    
	
1709548
    	
 
    	
1739207
    
	
1713397
    	
 
    	
1740069
    
	
1714086
    	
 
    	
1740339
    
	
1714613
    	
 
    	
1740352
    
	
1715142
    	
 
    	
1740358
    
	
1715144
    	
 
    	
1742049
    
	
1718935
    	
 
    	
1742184
    
	
1719333
    	
 
    	
1743075
    
	
1719378
    	
 
    	
1743239
    
	
1719930
    	
 
    	
1743476
    
	
1721510
    	
 
    	
1744171
    


 

5











 

	
Employee ID
    	
 
    	
Employee ID
    
	
1722770
    	
 
    	
1744916
    
	
1722772
    	
 
    	
1745194
    
	
1724715
    	
 
    	
1745340
    
	
1725868
    	
 
    	
1745558
    
	
1725980
    	
 
    	
1745561
    
	
1726433
    	
 
    	
1745710
    
	
1746270
    	
 
    	
1757179
    
	
1746288
    	
 
    	
1757997
    
	
1746328
    	
 
    	
1758941
    
	
1746330
    	
 
    	
1759480
    
	
1746446
    	
 
    	
1759482
    
	
1747847
    	
 
    	
1759586
    
	
1747862
    	
 
    	
1759709
    
	
1747863
    	
 
    	
1759739
    
	
1747874
    	
 
    	
1760072
    
	
1748641
    	
 
    	
1760692
    
	
1749015
    	
 
    	
1761735
    
	
1749016
    	
 
    	
1761792
    
	
1749021
    	
 
    	
1762398
    
	
1749276
    	
 
    	
1762409
    
	
1750238
    	
 
    	
1762410
    
	
1750250
    	
 
    	
1762523
    
	
1750254
    	
 
    	
1762685
    
	
1751508
    	
 
    	
1762826
    
	
1751510
    	
 
    	
1763189
    
	
1751881
    	
 
    	
1763190
    
	
1751888
    	
 
    	
1764099
    
	
1752670
    	
 
    	
1764723
    
	
1752720
    	
 
    	
1767890
    
	
1752878
    	
 
    	
1771515
    
	
1752924
    	
 
    	
1771784
    
	
1753783
    	
 
    	
1772100
    
	
1753818
    	
 
    	
1772194
    
	
1753855
    	
 
    	
1772265
    
	
1753874
    	
 
    	
1779742
    
	
1754066
    	
 
    	
1779856
    
	
1754481
    	
 
    	
1780407
    
	
1754516
    	
 
    	
1780628
    
	
1754521
    	
 
    	
1781329
    
	
1754573
    	
 
    	
1781333
    
	
1755643
    	
 
    	
1781594
    
	
1755732
    	
 
    	
1781767
    
	
1755839
    	
 
    	
1783177
    
	
1755896
    	
 
    	
1783364
    
	
1756631
    	
 
    	
1783777
    
	
1757173
    	
 
    	
1783781
    
	
1783782
    	
 
    	
1796048
    
	
1783792
    	
 
    	
1796056
    
	
1783793
    	
 
    	
1797646
    
	
1784109
    	
 
    	
1797820
    
	
1784112
    	
 
    	
1799061
    
	
1785362
    	
 
    	
1799062
    
	
1785583
    	
 
    	
1799523
    
	
1785596
    	
 
    	
1800541
    
	
1785597
    	
 
    	
1801297
    
	
1785599
    	
 
    	
1802506
    
	
1785922
    	
 
    	
1802654
    
	
1786114
    	
 
    	
1802694
    
	
1786180
    	
 
    	
1803125
    
	
1786870
    	
 
    	
1803479
    
	
1786898
    	
 
    	
1805883
    
	
1786944
    	
 
    	
1805885
    
	
1787001
    	
 
    	
1805940
    
	
1787421
    	
 
    	
1806149
    
	
1787795
    	
 
    	
1806428
    
	
1787865
    	
 
    	
1806525
    
	
1788604
    	
 
    	
1806619
    
	
1788870
    	
 
    	
1806627
    
	
1790254
    	
 
    	
1808019
    
	
1790256
    	
 
    	
1808023
    
	
1790380
    	
 
    	
1808233
    
	
1791011
    	
 
    	
1808591
    
	
1791075
    	
 
    	
1808737
    
	
1791454
    	
 
    	
1808794
    
	
1791743
    	
 
    	
1808884
    
	
1792408
    	
 
    	
1809128
    
	
1792425
    	
 
    	
1809130
    
	
1792434
    	
 
    	
1809132
    
	
1793968
    	
 
    	
1809304
    
	
1794209
    	
 
    	
1809643
    
	
1794445
    	
 
    	
1809813
    
	
1795136
    	
 
    	
1809851
    
	
1795368
    	
 
    	
1809987
    
	
1795590
    	
 
    	
1811195
    
	
1795591
    	
 
    	
1811212
    
	
1795658
    	
 
    	
1811936
    
	
1813107
    	
 
    	
1827980
    
	
1813464
    	
 
    	
1828178
    


 

6











 

	
Employee ID
    	
 
    	
Employee ID
    
	
1814072
    	
 
    	
1828350
    
	
1814771
    	
 
    	
1834947
    
	
1815973
    	
 
    	
1834954
    
	
1816730
    	
 
    	
1835085
    
	
1817097
    	
 
    	
1835335
    
	
1817219
    	
 
    	
1835945
    
	
1819271
    	
 
    	
1836448
    
	
1819890
    	
 
    	
1836933
    
	
1819934
    	
 
    	
1837300
    
	
1819935
    	
 
    	
1839223
    
	
1820227
    	
 
    	
1839351
    
	
1820276
    	
 
    	
1839713
    
	
1820289
    	
 
    	
1839730
    
	
1820290
    	
 
    	
1839868
    
	
1820810
    	
 
    	
1840114
    
	
1821063
    	
 
    	
1840773
    
	
1821597
    	
 
    	
1840983
    
	
1821598
    	
 
    	
1841419
    
	
1822554
    	
 
    	
1841555
    
	
1822641
    	
 
    	
1841556
    
	
1823057
    	
 
    	
1841558
    
	
1823396
    	
 
    	
1841572
    
	
1823422
    	
 
    	
1841768
    
	
1823674
    	
 
    	
1841937
    
	
1823860
    	
 
    	
1841948
    
	
1823999
    	
 
    	
1842080
    
	
1824000
    	
 
    	
1842609
    
	
1824183
    	
 
    	
1842620
    
	
1824684
    	
 
    	
1843070
    
	
1825159
    	
 
    	
1843525
    
	
1825190
    	
 
    	
1843526
    
	
1825810
    	
 
    	
1844264
    
	
1826462
    	
 
    	
1844284
    
	
1826631
    	
 
    	
1844299
    
	
1827013
    	
 
    	
1844395
    
	
1827171
    	
 
    	
1844404
    
	
1827363
    	
 
    	
1844591
    
	
1827479
    	
 
    	
1844593
    
	
1844598
    	
 
    	
3006773
    
	
1844644
    	
 
    	
3006927
    
	
1844883
    	
 
    	
3007198
    
	
1844904
    	
 
    	
3007620
    
	
1844907
    	
 
    	
3007843
    
	
1845007
    	
 
    	
3007906
    
	
1845046
    	
 
    	
3009066
    
	
1845250
    	
 
    	
3009375
    
	
1845873
    	
 
    	
3009415
    
	
1846853
    	
 
    	
3011087
    
	
1846940
    	
 
    	
3011453
    
	
1847039
    	
 
    	
3011867
    
	
1847113
    	
 
    	
3013099
    
	
1847261
    	
 
    	
3015128
    
	
1847346
    	
 
    	
3015676
    
	
1847561
    	
 
    	
3025693
    
	
1847604
    	
 
    	
3025890
    
	
1848524
    	
 
    	
3026303
    
	
1849533
    	
 
    	
3026529
    
	
1849836
    	
 
    	
3027349
    
	
1849867
    	
 
    	
3027412
    
	
1850481
    	
 
    	
3027833
    
	
1850616
    	
 
    	
3027837
    
	
1850686
    	
 
    	
3027917
    
	
1851050
    	
 
    	
3027951
    
	
1852037
    	
 
    	
3027963
    
	
1854291
    	
 
    	
3029167
    
	
1857100
    	
 
    	
3029607
    
	
1858149
    	
 
    	
3029903
    
	
1858358
    	
 
    	
3029954
    
	
1859326
    	
 
    	
3030072
    
	
1860201
    	
 
    	
3030194
    
	
1861162
    	
 
    	
3031724
    
	
1862930
    	
 
    	
3031739
    
	
3001148
    	
 
    	
3033185
    
	
3001311
    	
 
    	
3033319
    
	
3002782
    	
 
    	
3034536
    
	
3003049
    	
 
    	
3036283
    
	
3005690
    	
 
    	
3036372
    
	
3006686
    	
 
    	
3042200
    
	
3042423
    	
 
    	
 
    
	
3044230
    	
 
    	
 
    
	
3045049
    	
 
    	
 
    
	
3045439
    	
 
    	
 
    
	
3045830
    	
 
    	
 
    
	
3045953
    	
 
    	
 
    
	
3046356
    	
 
    	
 
    
	
3046894
    	
 
    	
 
    
	
3049774
    	
 
    	
 
    
	
3049892
    	
 
    	
 
    


 

7











 

	
Employee ID
    	
 
    	
Employee ID
    
	
3050128
    	
 
    	
 
    
	
3050987
    	
 
    	
 
    
	
3051534
    	
 
    	
 
    
	
3054070
    	
 
    	
 
    


 

(B)

 

	
Employee ID
    	
 
    	
 
    
	
0733537
    	
 
    	
 
    
	
0818649
    	
 
    	
 
    
	
0791611
    	
 
    	
 
    
	
0766815
    	
 
    	
 
    
	
0716792
    	
 
    	
 
    
	
1589230
    	
 
    	
 
    
	
0704984
    	
 
    	
 
    
	
1672815
    	
 
    	
 
    


 

(ii)                                  Former Adient Group Employees

 

(A)

 

1.                                      Those Former Adient Group Employees that are participants in Retained Adient German Pension Plans.

 

2.                                      The following employees:

 

	
Employee ID
    	
 
    	
 
    
	
1232756
    	
 
    	
 
    
	
1594711
    	
 
    	
 
    


 

(B)

 

None.

 

8




 









 

Schedule 1.01(b)
 Adient Non-U.S. Pension Plans

 


	
Country
    	
 
    	
DB or DC
    	
 
    	
Plan Name or Possible Statutory Benefits
    
	
Austria
    	
 
    	
DB
    	
 
    	
JCI   AE Graz (Termination Indemnity)
    
	
Austria
    	
 
    	
DB
    	
 
    	
JCI   AE Mandling (Termination Indemnity)
    
	
Austria
    	
 
    	
DC
    	
 
    	
Zukunftsvorsorge   (An employee contribution only DC plan regulated according to tax law: §3 / 1   Ziffer 15 EStG)
    
	
Austria
    	
 
    	
DC
    	
 
    	
Jubilee   for JCI Mandling 
    
	
Austria
    	
 
    	
DC
    	
 
    	
Termination   Indemnity Benefits covered by MVK 
    
	
Belgium
    	
 
    	
DB
    	
 
    	
JC   International - P447/001 and P447/002 - Managers and white collars
    
	
Belgium
    	
 
    	
DB
    	
 
    	
JC   Automotive D616 
   - DB = R5727 Managers and white collars    
   - DC = 13110 Blue collars  
    
	
Belgium
    	
 
    	
DB
    	
 
    	
DB   JC Automotive - R5312 7203/002 - Managers and white collars  
    
	
Belgium
    	
 
    	
DC
    	
 
    	
DC   - AE - JC Automotive - Seating Blue Collars - AG Insurance P826 R13460   H995/0002
    
	
Belgium
    	
 
    	
DC
    	
 
    	
DC   - AE - JC Automotive - Seating Executives 310196 AG Insurance
    
	
Belgium
    	
 
    	
DC
    	
 
    	
DC   - AE - JC Automotive - Seating White collars 400424 AG Insurance
    
	
Belgium
    	
 
    	
DC
    	
 
    	
DC,   Life - AE - JC Automotive - Seating Executives AG Insurance H995/0001 R5501
    
	
Brazil
    	
 
    	
DB
    	
 
    	
Retiree   Medical
    
	
Canada
    	
 
    	
DB
    	
 
    	
ASG   Production
    
	
Canada
    	
 
    	
DB
    	
 
    	
ASG   RIP
    
	
Canada
    	
 
    	
DB
    	
 
    	
ASG   Tillsonburg
    
	
Canada
    	
 
    	
DB
    	
 
    	
ASG   Tillsonburg OPEB
    
	
Canada
    	
 
    	
DB
    	
 
    	
Retirement   Plan for Whitby Hourly Associates of Johnson Controls, Automotive Group
    
	
Canada   
    	
 
    	
DB
    	
 
    	
Retirement   Plan for Whitby Hourly Associates of Yanfeng Automotive Interiors
    
	
Canada
    	
 
    	
DC
    	
 
    	
Non   Registered savings plan
    
	
Canada
    	
 
    	
DC
    	
 
    	
DPSP
    
	
Canada
    	
 
    	
DC
    	
 
    	
RRSP
    
	
Czech   Republic
    	
 
    	
DC
    	
 
    	
DC   - Automotive Roudnice 
    
	
Czech   Republic
    	
 
    	
DC
    	
 
    	
DC   - Automotive Straz pod Ralskem
    
	
Czech   Republic
    	
 
    	
DC
    	
 
    	
DC   - Automotive Ceska Lipa
    




 

2











 


	
Country
    	
 
    	
DB or DC
    	
 
    	
Plan Name or Possible Statutory Benefits
    
	
Czech   Republic
    	
 
    	
DC
    	
 
    	
DC   - Mlada Boleslav and Bezdeci
    
	
Czech   Republic
    	
 
    	
DC
    	
 
    	
DC   - Bor
    
	
Czech   Republic
    	
 
    	
DC
    	
 
    	
DC   - Strakonice
    
	
France
    	
 
    	
DB
    	
 
    	
Automotive   (Retirement Indemnity)
    
	
France
    	
 
    	
DB
    	
 
    	
Interiors   (Retirement Indemnity)
    
	
France
    	
 
    	
DB
    	
 
    	
JC   Fabrics (formerly MTG) (Retirement Indemnity)
    
	
France
    	
 
    	
DB
    	
 
    	
JC   Automotive Holding France (Retirement Indemnity)
    
	
France
    	
 
    	
DB
    	
 
    	
Roth   (Retirement Indemnity)
    
	
France
    	
 
    	
DC
    	
 
    	
Jubilee   benefits (covering Interiors/Fabrics/Holding/Roth employees only)
    
	
Germany
    	
 
    	
DB
    	
 
    	
CRH   GmbH & Co. KG
    
	
Germany
    	
 
    	
DB
    	
 
    	
JC   Espelkamp (formerly Naue)
    
	
Germany
    	
 
    	
DB
    	
 
    	
JC   GmbH Burscheid
    
	
Germany
    	
 
    	
DB
    	
 
    	
JC   Hilchenbach (formerly Westfalia)
    
	
Germany
    	
 
    	
DB
    	
 
    	
JC   Interiors Grefrath
    
	
Germany
    	
 
    	
DB
    	
 
    	
JC   Interiors Management
    
	
Germany
    	
 
    	
DB
    	
 
    	
JC   Metals Holding
    
	
Germany
    	
 
    	
DB
    	
 
    	
JCI   Engineering Wuppertal
    
	
Germany
    	
 
    	
DB
    	
 
    	
Keiper   GmbH & Co. KG
    
	
Germany
    	
 
    	
DB
    	
 
    	
Keiper   VL - BL
    
	
Germany
    	
 
    	
DB
    	
 
    	
Recaro   Automotive GmbH
    
	
Hungary
    	
 
    	
DC
    	
 
    	
Mandatory   Pension Scheme
    
	
Hungary
    	
 
    	
DC
    	
 
    	
Optional   Pension Scheme
    
	
India
    	
 
    	
DB
    	
 
    	
TJC   Engineering - Gratuity
    
	
India
    	
 
    	
DB
    	
 
    	
TJC   Engineering - Leave Encashment
    
	
India
    	
 
    	
DB
    	
 
    	
TJC   Manufacturing - Gratuity
    
	
India
    	
 
    	
DB
    	
 
    	
TJC   Manufacturing - Leave Encashment
    
	
India
    	
 
    	
DB
    	
 
    	
TJC   Automotive Seating - Gratuity
    
	
India
    	
 
    	
DB
    	
 
    	
TJC   Automotive Seating - Leave Encashment
    
	
India
    	
 
    	
DC
    	
 
    	
Provident   Fund
    
	
India
    	
 
    	
DC
    	
 
    	
DC   - Voluntary Superannuation
    
	
Indonesia
    	
 
    	
DB
    	
 
    	
Accrued   severance indemnity
    




 

3











 


	
Country
    	
 
    	
DB or DC
    	
 
    	
Plan Name or Possible Statutory Benefits
    
	
Indonesia
    	
 
    	
DB
    	
 
    	
Long   service pay indemnity
    
	
Italy
    	
 
    	
DB
    	
 
    	
JC   Automotive SRL TFR
    
	
Japan
    	
 
    	
DB
    	
 
    	
AE   - RAP
    
	
Japan
    	
 
    	
DB
    	
 
    	
JCKK   - AE - CPP
    
	
Japan
    	
 
    	
DB
    	
 
    	
JCKK   - AE - Long Service Awards
    
	
Japan
    	
 
    	
DB
    	
 
    	
Recaro   - RAP
    
	
Japan
    	
 
    	
DC
    	
 
    	
JCKK   - AE - DC
    
	
Korea
    	
 
    	
DB
    	
 
    	
JC   Korea - JCDS
    
	
Korea
    	
 
    	
DC
    	
 
    	
DC   - JCAIK Korea - AE Executives Plan
    
	
Korea
    	
 
    	
DC
    	
 
    	
DC   - JCAK Korea - AE Executives Plan
    
	
Korea
    	
 
    	
DC
    	
 
    	
DC   - JC Korea - JCAIK
    
	
Korea
    	
 
    	
DC
    	
 
    	
DC   - JC Korea - JCAK
    
	
Mexico
    	
 
    	
DB
    	
 
    	
JC   Servicios - Old Age Legal Severance Indemnity
    
	
Mexico
    	
 
    	
DB
    	
 
    	
JC   Servicios - Seniority Premium
    
	
Mexico
    	
 
    	
DB
    	
 
    	
Technotrim   de Mexico - Old Age Legal Severance Indemnity
    
	
Mexico
    	
 
    	
DB
    	
 
    	
Technotrim   de Mexico - Seniority Premium
    
	
Netherlands
    	
 
    	
DC
    	
 
    	
Multi-Employer   Pension Fund covered under two contracts with PME: a plan with a maximum   pensionable salary of EUR 70,000 and a top hat plan 
    
	
Netherlands
    	
 
    	
DC
    	
 
    	
Automotive   has a contract for indexation only with Delta Lloyd. This covers the annual   indexation (equal to price inflation) of a closed DB contract with   Nationale-Nederlanden. 
    
	
Poland
    	
 
    	
DB
    	
 
    	
Statutory   DB retirement/disability indemnity
    
	
Slovenia
    	
 
    	
DC
    	
 
    	
DC   for Salaried Employees
    
	
Slovenia
    	
 
    	
DC
    	
 
    	
DC   for Hourly Employees
    
	
South   Africa
    	
 
    	
DC
    	
 
    	
Johnson   Controls Automotive Provident Fund (Hourly workers) - Hourly Retirement Plan 
    
	
South   Africa
    	
 
    	
DC
    	
 
    	
Alexander   Forbes Retirement Fund (Provident Section):    Johnson Controls SA Automotive (Pty) Ltd - Salaried staff (a   multi-employer fund)
    
	
Sweden
    	
 
    	
DC
    	
 
    	
Based   on collective agreement
   - Multi-employer ITP or ITP2 (depending on age) and top-up benefit, covered   by a single white collar contract with Alecta
   - Blue collar plan, covered by a separate contract with Alecta
    
	
Thailand
    	
 
    	
DB
    	
 
    	
Statutory   severance payment plan
    




 

4











 


	
Country
    	
 
    	
DB or DC
    	
 
    	
Plan Name or Possible Statutory Benefits
    
	
Thailand
    	
 
    	
DC
    	
 
    	
Provident   fund
    
	
Turkey
    	
 
    	
DB
    	
 
    	
Statutory   termination indemnity and seniority premium benefits
    
	
United   Kingdom
    	
 
    	
DB
    	
 
    	
JCA   (UK) FS Scheme Section
    
	
United   Kingdom
    	
 
    	
DB
    	
 
    	
Johnson   Controls UK Group Pension Scheme Section
    
	
United   Kingdom
    	
 
    	
DC
    	
 
    	
Adient   Group Personal Pension Plan
    




 

5












 

Schedule 1.01(c)
 Adient Non-U.S. Welfare Plans

 


	
Country
    	
 
    	
Benefit Type
    	
 
    	
Plan Name
    
	
Austria
    	
 
    	
Accidental   (AD&D)
    	
 
    	
BTA   - AE - Graz
    
	
Austria
    	
 
    	
Accidental   (AD&D)
    	
 
    	
AD&D   - Graz
    
	
Austria
    	
 
    	
Accidental   (AD&D)
    	
 
    	
AD&D   - Mandling
    
	
Belgium
    	
 
    	
DB,   Life
    	
 
    	
DB,   Life - AE - JC Automotive - AG Insurance P447
    
	
Belgium
    	
 
    	
DC
    	
 
    	
DC   - AE - JC Automotive - (Seating) Blue collars AG Insurance P826 R13460   H995/0002
    
	
Belgium
    	
 
    	
DC
    	
 
    	
DC   Cafeteria - AE - JC Automotive - (Seating) Executives AG Insurance V483   134127 3489E
    
	
Belgium
    	
 
    	
DC
    	
 
    	
DC   Cafeteria - AE - JC Automotive - (Seating) White collars AG Insurance V483   134127 3482E
    
	
Belgium
    	
 
    	
DC   IPT
    	
 
    	
DC   IPT Managers - AE - JC Automotive - AG Insurance 
    
	
Belgium
    	
 
    	
DC   IPT
    	
 
    	
DC   IPT Managers - AE - JC Automotive - 612510-05; 613010-05; 612910-05;   969613-05; 969213-05; 848312-05; 784811-05 
    
	
Belgium
    	
 
    	
DC,   Life
    	
 
    	
DC   - AE - JC Automotive - Seating Executives AG Insurance H995/0001 R5501
    
	
Belgium
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - JC Automotive NV - Seating AG Insurance H995 C793H
    
	
Belgium
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - JC Automotive NV - Interiors AG Insurance 7203 C835H
    
	
Belgium
    	
 
    	
Long-Term   Disability (LTD)
    	
 
    	
LTD   - AE - JC Automotive NV - Interiors AG Insurance 7203 C836H
    
	
Canada
    	
 
    	
Health   Care
    	
 
    	
Medical   - Automotive Experience Canada LP
    
	
Canada
    	
 
    	
Flex   — Dental
    	
 
    	
Dental   Plan - Automotive Experience Canada LP
    
	
Canada
    	
 
    	
Flex   — Vision
    	
 
    	
Vision   Plan - Automotive Experience Canada LP
    
	
Canada
    	
 
    	
Short-Term   Disability Plan (STD)
    	
 
    	
STD   - Automotive Experience Canada LP
    
	
Canada
    	
 
    	
Long-Term   Disability Plan (LTD)
    	
 
    	
LTD   (both employer paid option (taxable) and an employee paid option   (non-taxable)) - Automotive Experience Canada LP
    
	
Canada
    	
 
    	
Life
    	
 
    	
Employee   Basic Life and Employee Optional Life - Automotive Experience Canada LP
    
	
Canada
    	
 
    	
Accidental   (AD&D)
    	
 
    	
Employee   AD&D and Employee Optional AD&D - Automotive Experience
    




 

6











 


	
Country
    	
 
    	
Benefit Type
    	
 
    	
Plan Name
    
	
 
    	
 
    	
 
    	
 
    	
Canada   LP
    
	
Canada
    	
 
    	
Life
    	
 
    	
Dependent   Life (Spouse and Child) and Optional Dependent Life (Spouse and Child) -   Automotive Experience Canada LP
    
	
Canada
    	
 
    	
Life
    	
 
    	
Spouse   Optional AD&D - Automotive Experience Canada LP
    
	
Canada
    	
 
    	
Business   Travel Accident (BTA)
    	
 
    	
BTA   Plan - Automotive Experience Canada LP
    
	
Canada
    	
 
    	
Severance
    	
 
    	
Severance   Plan - Automotive Experience Canada LP
    
	
Canada
    	
 
    	
Retiree
    	
 
    	
Retiree   Medical, Dental and Life Plans
    
	
China
    	
 
    	
Accidental   (AD&D)
    	
 
    	
AD&D   - AE
    
	
China
    	
 
    	
Business   Travel Accident (BTA)
    	
 
    	
BTA   - AE
    
	
China
    	
 
    	
Critical   Illness
    	
 
    	
Critical   Illness - AE
    
	
China
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE
    
	
China
    	
 
    	
Life
    	
 
    	
Life   - AE
    
	
Czech   Republic
    	
 
    	
Business   Travel Accident (BTA)
    	
 
    	
BTA   - AE
    
	
Czech   Republic
    	
 
    	
Life
    	
 
    	
Life   - AE
    
	
France
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - JC Interiors Conflans Cadres
    
	
France
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - JC Interiors Conflans Non cadres
    
	
France
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - JC Fesches Le Chatel
    
	
France
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - JC Fesches Le Chatel - Option 1
    
	
France
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - JC Les Ulis - Option 1
    
	
France
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - JC Rosny
    
	
France
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - JC Expats
    
	
France
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - JC Les Ulis
    
	
France
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - JC Les Ulis - Option 2
    
	
France
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - JC Les Ulis - Option 3
    
	
France
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - JC Rosny - Option 1
    
	
France
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - JC Roth - Base
    
	
France
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - JC Roth - Option 1
    
	
France
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - JC Fabrics
    
	
France
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - JC Fabrics - Option 1
    
	
France
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - JC Fabrics - Option 2
    




 

7











 


	
Country
    	
 
    	
Benefit Type
    	
 
    	
Plan Name
    
	
France
    	
 
    	
Life
    	
 
    	
Life   - AE - JC Interiors Conflans - Cadre et assimilé cadre
    
	
France
    	
 
    	
Life
    	
 
    	
Life   - AE - JC Interiors Conflans - Non cadre
    
	
France
    	
 
    	
Life
    	
 
    	
Life   - AE - JC Fesches Le Chatel - Cadre et assimilé cadre
    
	
France
    	
 
    	
Life
    	
 
    	
Life   - AE - JC Fesches Le Chatel - Non cadre
    
	
France
    	
 
    	
Life
    	
 
    	
Life   - AE - JC Rosny - Cadre & assimilé
    
	
France
    	
 
    	
Life
    	
 
    	
Life   - AE - JC Rosny - Non cadre
    
	
France
    	
 
    	
Life
    	
 
    	
Life   - AE - JC Les Ulis - Cadre et assimilé cadre
    
	
France
    	
 
    	
Life
    	
 
    	
Life   - AE - JC Les Ulis - Non cadre
    
	
France
    	
 
    	
Life
    	
 
    	
Life   - AE - Roth - Cadre & assimilé
    
	
France
    	
 
    	
Life
    	
 
    	
Life   - AE - Roth - Non cadre
    
	
France
    	
 
    	
Life
    	
 
    	
Life   - AE - JC Fabrics - Cadre et assimilé cadre
    
	
France
    	
 
    	
Life
    	
 
    	
Life   - AE - JC Fabrics - Non cadre
    
	
France
    	
 
    	
Long-Term   Disability (LTD)
    	
 
    	
LTD   - AE - Interiors Conflans - Cadre & assimilé
    
	
France
    	
 
    	
Long-Term   Disability (LTD)
    	
 
    	
LTD   - AE - Interiors Conflans - Non cadre
    
	
France
    	
 
    	
Long-Term   Disability (LTD)
    	
 
    	
LTD   - AE - Fesches Le Chatel - Cadre & assimilé
    
	
France
    	
 
    	
Long-Term   Disability (LTD)
    	
 
    	
LTD   - AE - Fesches Le Chatel - Non cadre
    
	
France
    	
 
    	
Long-Term   Disability (LTD)
    	
 
    	
LTD   - AE - JC Rosny - Cadre & assimilé
    
	
France
    	
 
    	
Long-Term   Disability (LTD)
    	
 
    	
LTD   - AE - JC Rosny - Non cadre
    
	
France
    	
 
    	
Long-Term   Disability (LTD)
    	
 
    	
LTD   - AE - Les Ulis - Cadre
    
	
France
    	
 
    	
Long-Term   Disability (LTD)
    	
 
    	
LTD   - AE - Les Ulis - Non cadre
    
	
France
    	
 
    	
Long-Term   Disability (LTD)
    	
 
    	
LTD   - AE - Roth - Cadre & assimilé
    
	
France
    	
 
    	
Long-Term   Disability (LTD)
    	
 
    	
LTD   - AE - Roth - Non cadre
    
	
France
    	
 
    	
Long-Term   Disability (LTD)
    	
 
    	
LTD   - AE - Fabrics - Non cadre
    
	
France
    	
 
    	
Long-Term   Disability (LTD)
    	
 
    	
LTD   - AE - Fabrics - Cadre & assimilé
    
	
France
    	
 
    	
Short-Term   Disability (STD)
    	
 
    	
STD   - AE - Interiors Conflans - Cadre & assimilé
    
	
France
    	
 
    	
Short-Term   Disability (STD)
    	
 
    	
STD   - AE - Interiors Conflans - Non cadre
    
	
France
    	
 
    	
Short-Term   Disability (STD)
    	
 
    	
STD   - AE - Fesches Le Chatel - Cadre & assimilé
    
	
France
    	
 
    	
Short-Term   Disability (STD)
    	
 
    	
STD   - AE - Fesches Le Chatel - Non cadre
    
	
France
    	
 
    	
Short-Term   Disability (STD)
    	
 
    	
STD   - AE - Les Ulis - Cadre & assimilé
    
	
France
    	
 
    	
Short-Term   Disability (STD)
    	
 
    	
STD   - AE - Les Ulis - Non cadre
    




 

8











 


	
Country
    	
 
    	
Benefit Type
    	
 
    	
Plan Name
    
	
France
    	
 
    	
Short-Term   Disability (STD)
    	
 
    	
STD   - AE - Rosny - Cadre & assimilé
    
	
France
    	
 
    	
Short-Term   Disability (STD)
    	
 
    	
STD   - AE - Rosny - Non cadre
    
	
France
    	
 
    	
Short-Term   Disability (STD)
    	
 
    	
STD   - AE - Roth - Cadre et assimilé
    
	
France
    	
 
    	
Short-Term   Disability (STD)
    	
 
    	
STD   - AE - Roth - Non cadre
    
	
France
    	
 
    	
Short-Term   Disability (STD)
    	
 
    	
STD   - AE - JC Fabrics - Cadre & assimilé
    
	
France
    	
 
    	
Short-Term   Disability (STD)
    	
 
    	
STD   - AE - JC Fabrics - Non cadre
    
	
Germany
    	
 
    	
Accidental   (AD&D)
    	
 
    	
Accident   Insurance
    
	
Germany
    	
 
    	
Business   Travel Accident (BTA)
    	
 
    	
Business   Travel Medical
    
	
Germany
    	
 
    	
Health   Care
    	
 
    	
Travel   Medical Insurance - Gruppenunfallversicherung
    
	
Germany
    	
 
    	
Life
    	
 
    	
Life   - AE
    
	
Hungary
    	
 
    	
Life &   Accident (Adient)
    	
 
    	
Accident   and Life Insurance
    
	
India
    	
 
    	
Accidental   (AD&D)
    	
 
    	
AE   Accidental (AD&D)
    
	
India
    	
 
    	
Health   Care
    	
 
    	
AE   Medical
    
	
India
    	
 
    	
Life
    	
 
    	
AE   Life
    
	
Indonesia
    	
 
    	
Life
    	
 
    	
Life   Insurance
    
	
Italy
    	
 
    	
Accidental   (AD&D)
    	
 
    	
AD&D   - AE - Cicerale
    
	
Italy
    	
 
    	
Accidental   (AD&D)
    	
 
    	
AD&D   - AE - Seating Cup
    
	
Italy
    	
 
    	
Accidental   (AD&D)
    	
 
    	
AD&D   - Interior - Grugliasco
    
	
Italy
    	
 
    	
Accidental   (AD&D)
    	
 
    	
AD&D   - AE - Automotive
    
	
Italy
    	
 
    	
Accidental   (AD&D)
    	
 
    	
AD&D   - AE - Autobatterie
    
	
Italy
    	
 
    	
Accidental   (AD&D)
    	
 
    	
AD&D   - AE - Rocca D’Evandro
    
	
Italy
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - Autobatterie
    
	
Italy
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - Cicerale
    
	
Italy
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - Dirigenti - Automotive
    
	
Italy
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - Dirigenti - Cicerale
    
	
Italy
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - Seating Cap
    
	
Italy
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - White Collar - Automotive
    
	
Italy
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - White Collar - Cicerale
    
	
Italy
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - White Collar - Seating Cap
    
	
Italy
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - Dirigenti - Grugliasco
    




 

9











 


	
Country
    	
 
    	
Benefit Type
    	
 
    	
Plan Name
    
	
Italy
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - White collar - Grugliasco
    
	
Italy
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - Dirigenti - Melfi
    
	
Italy
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - White collar - Melfi
    
	
Italy
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - White collar - Autobatterie
    
	
Italy
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - Dirigenti - Rocca D’Evandro
    
	
Italy
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - White collar - Rocca D’Evandro
    
	
Italy
    	
 
    	
Life
    	
 
    	
Life   - Interiors - Grugliasco
    
	
Italy
    	
 
    	
Life
    	
 
    	
Life   - AE - Autobatterie
    
	
Italy
    	
 
    	
Life
    	
 
    	
Life   - AE - Melfi
    
	
Italy
    	
 
    	
Life
    	
 
    	
Life   - AE - Automotive
    
	
Italy
    	
 
    	
Life
    	
 
    	
Life   - AE - Cicerale
    
	
Italy
    	
 
    	
Life
    	
 
    	
Life   - AE - Rocca D’Evandro
    
	
Malaysia
    	
 
    	
Life
    	
 
    	
Group   Term Life
    
	
Mexico
    	
 
    	
Flex
    	
 
    	
Accidental   (AD&D)
    
	
Mexico
    	
 
    	
Flex   
    	
 
    	
Burial   expenses
    
	
Mexico
    	
 
    	
Flex   
    	
 
    	
Dental
    
	
Mexico
    	
 
    	
Flex   
    	
 
    	
Optional   Life
    
	
Mexico
    	
 
    	
Flex   
    	
 
    	
Major   Medical Excess
    
	
Mexico
    	
 
    	
Flex
    	
 
    	
Cancer   first diagnosis
    
	
Mexico
    	
 
    	
Flex   
    	
 
    	
Continuity
    
	
Mexico
    	
 
    	
Flex
    	
 
    	
Life   (Spouse)
    
	
Mexico
    	
 
    	
Flex   
    	
 
    	
Vision
    
	
Mexico
    	
 
    	
Healthcare
    	
 
    	
DERRAMADERO   INTERIORES
    
	
Mexico
    	
 
    	
Healthcare
    	
 
    	
SANTA   MARIA INTERIORS
    
	
Mexico
    	
 
    	
Healthcare
    	
 
    	
RAMOS   II
    
	
Mexico
    	
 
    	
Healthcare
    	
 
    	
QUERETARO   INTERIORS
    
	
Mexico
    	
 
    	
Healthcare
    	
 
    	
INTERIORES   REGIONAL
    
	
Mexico
    	
 
    	
Healthcare
    	
 
    	
QUERETARO   INTERIORS (indirect)
    
	
Mexico
    	
 
    	
Healthcare
    	
 
    	
EDIASA   1 CD JUAREZ
    
	
Mexico
    	
 
    	
Healthcare
    	
 
    	
EDIASA   3 CD JUAREZ
    




 

10











 


	
Country
    	
 
    	
Benefit Type
    	
 
    	
Plan Name
    
	
Mexico
    	
 
    	
Healthcare
    	
 
    	
EDIASA   4 CD JUAREZ
    
	
Mexico
    	
 
    	
Healthcare
    	
 
    	
EDIASA   SERVICE PARTS
    
	
Mexico
    	
 
    	
Healthcare
    	
 
    	
EDIASA   GRUPO SOPORTE
    
	
Mexico
    	
 
    	
Healthcare
    	
 
    	
EDIASA   INDIRECTOS
    
	
Mexico
    	
 
    	
Healthcare
    	
 
    	
TECH   CENTER EDIASA
    
	
Mexico
    	
 
    	
Healthcare
    	
 
    	
JCI   FABRICS LERMA PLANT
    
	
Mexico
    	
 
    	
Healthcare
    	
 
    	
PUEBLA   MEXICO
    
	
Mexico
    	
 
    	
Healthcare
    	
 
    	
LERMA   SEQUENCING CENTER
    
	
Mexico
    	
 
    	
Healthcare
    	
 
    	
JCI   PLANTA DERRAMADERO
    
	
Mexico
    	
 
    	
Healthcare
    	
 
    	
JCI   PLANTA DERRAMADERO INDIRECT
    
	
Mexico
    	
 
    	
Healthcare
    	
 
    	
JCS   JCAM TLAXCALA
    
	
Mexico
    	
 
    	
Healthcare
    	
 
    	
RAMOS   METALS PLANT
    
	
Mexico
    	
 
    	
Healthcare
    	
 
    	
CRH   MEXICO S DE RL DE CV
    
	
Mexico
    	
 
    	
Healthcare
    	
 
    	
Mexico   City Office
    
	
Mexico
    	
 
    	
Healthcare
    	
 
    	
QUERETARO   FOAM
    
	
Mexico
    	
 
    	
Healthcare
    	
 
    	
QUERETARO   FOAM (indirect)
    
	
Mexico
    	
 
    	
Healthcare
    	
 
    	
TECH   CENTER SALTILLO
    
	
Mexico
    	
 
    	
Healthcare
    	
 
    	
TECHNOTRIM   MONCLOVA
    
	
Mexico
    	
 
    	
Healthcare
    	
 
    	
TECHNOTRIM   SALTILLO INDIRECTOS
    
	
Mexico
    	
 
    	
Healthcare
    	
 
    	
TECHNOTRIM   SALTILLO
    
	
Mexico
    	
 
    	
Healthcare
    	
 
    	
Corporativo
    
	
Mexico
    	
 
    	
Life
    	
 
    	
JCI   Planta Derramadero - Management & Administration
    
	
Mexico
    	
 
    	
Life
    	
 
    	
JCI   Planta Derramadero - Manufacturing Direct
    
	
Mexico
    	
 
    	
Life
    	
 
    	
JCI   Planta Derramadero - Manufacturing Indirect
    
	
Mexico
    	
 
    	
Life
    	
 
    	
Queretaro   Interiors - Management & Administration
    
	
Mexico
    	
 
    	
Life
    	
 
    	
Queretaro   Interiors - Manufacturing Direct
    
	
Mexico
    	
 
    	
Life
    	
 
    	
Queretaro   Interiors - Manufacturing Indirect
    
	
Mexico
    	
 
    	
Life
    	
 
    	
Ramos   II - Management & Administration
    
	
Mexico
    	
 
    	
Life
    	
 
    	
Ramos   II - Manufacturing Direct
    
	
Mexico
    	
 
    	
Life
    	
 
    	
Ramos   II - Manufacturing Indirect
    




 

11











 


	
Country
    	
 
    	
Benefit Type
    	
 
    	
Plan Name
    
	
Mexico
    	
 
    	
Life
    	
 
    	
Regional   Interiors - Management & Administration
    
	
Mexico
    	
 
    	
Life
    	
 
    	
Santa   Maria Interiors - Management & Administration
    
	
Mexico
    	
 
    	
Life
    	
 
    	
Ediasa   1 Cd Juarez - Management & Administration
    
	
Mexico
    	
 
    	
Life
    	
 
    	
Ediasa   1 Cd Juarez - Manufacturing Direct
    
	
Mexico
    	
 
    	
Life
    	
 
    	
Ediasa   1 Cd Juarez - Manufacturing Indirect
    
	
Mexico
    	
 
    	
Life
    	
 
    	
Ediasa   3 Cd Juarez - Management & Administration
    
	
Mexico
    	
 
    	
Life
    	
 
    	
Ediasa   3 Cd Juarez - Manufacturing Direct
    
	
Mexico
    	
 
    	
Life
    	
 
    	
Ediasa   3 Cd Juarez - Manufacturing Indirect
    
	
Mexico
    	
 
    	
Life
    	
 
    	
Ediasa   4 Cd Juarez - Management & Administration
    
	
Mexico
    	
 
    	
Life
    	
 
    	
Ediasa   4 Cd Juarez - Manufacturing Direct
    
	
Mexico
    	
 
    	
Life
    	
 
    	
Ediasa   4 Cd Juarez - Manufacturing Indirect
    
	
Mexico
    	
 
    	
Life
    	
 
    	
Ediasa   Grupo Soporte - Management & Administration
    
	
Mexico
    	
 
    	
Life
    	
 
    	
Ediasa   Grupo Soporte - Manufacturing Indirect
    
	
Mexico
    	
 
    	
Life
    	
 
    	
Ediasa   Service Parts - Management & Administration
    
	
Mexico
    	
 
    	
Life
    	
 
    	
Ediasa   Service Parts - Manufacturing Direct
    
	
Mexico
    	
 
    	
Life
    	
 
    	
Ediasa   Service Parts - Manufacturing Indirect
    
	
Mexico
    	
 
    	
Life
    	
 
    	
JCI   Fabrics Lerma Plant - Management & Administration
    
	
Mexico
    	
 
    	
Life
    	
 
    	
JCI   Fabrics Lerma Plant - Manufacturing Direct
    
	
Mexico
    	
 
    	
Life
    	
 
    	
JCI   Fabrics Lerma Plant - Manufacturing Indirect
    
	
Mexico
    	
 
    	
Life
    	
 
    	
JCI   Planta Derramadero - Management & Administration
    
	
Mexico
    	
 
    	
Life
    	
 
    	
JCI   Planta Derramadero - Manufacturing Direct
    
	
Mexico
    	
 
    	
Life
    	
 
    	
JCI   Planta Derramadero - Manufacturing Indirect
    
	
Mexico
    	
 
    	
Life
    	
 
    	
JCS   Jcam Tlaxcala - Management & Administration
    
	
Mexico
    	
 
    	
Life
    	
 
    	
JCS   Jcam Tlaxcala - Manufacturing Direct
    
	
Mexico
    	
 
    	
Life
    	
 
    	
JCS   Jcam Tlaxcala - Manufacturing Indirect
    
	
Mexico
    	
 
    	
Life
    	
 
    	
Lerma   Sequencing Center - Management & Administration
    
	
Mexico
    	
 
    	
Life
    	
 
    	
Lerma   Sequencing Center - Manufacturing Direct
    
	
Mexico
    	
 
    	
Life
    	
 
    	
Lerma   Sequencing Center - Manufacturing Indirect
    
	
Mexico
    	
 
    	
Life
    	
 
    	
Mexico   City Office - Management & Administration
    
	
Mexico
    	
 
    	
Life
    	
 
    	
Puebla   Mexico - Management & Administration
    




 

12











 


	
Country
    	
 
    	
Benefit Type
    	
 
    	
Plan Name
    
	
Mexico
    	
 
    	
Life
    	
 
    	
Puebla   Mexico - Manufacturing Direct
    
	
Mexico
    	
 
    	
Life
    	
 
    	
Puebla   Mexico - Manufacturing Indirect
    
	
Mexico
    	
 
    	
Life
    	
 
    	
Technotrim   Saltillo - Management & Administration
    
	
Mexico
    	
 
    	
Life
    	
 
    	
Technotrim   Saltillo - Manufacturing Direct
    
	
Mexico
    	
 
    	
Life
    	
 
    	
Technotrim   Saltillo - Manufacturing Indirect
    
	
Mexico
    	
 
    	
Life
    	
 
    	
Corporativo   - Management & Administration
    
	
Netherlands
    	
 
    	
Business   Travel Accident (BTA)
    	
 
    	
BTA   Automotive Seating
    
	
Netherlands
    	
 
    	
Long-Term   Disability (LTD)
    	
 
    	
LTD   Johnson Controls Automotive Services B.V.
    
	
Netherlands
    	
 
    	
Long-Term   Disability (LTD)
    	
 
    	
WIA   bodemverzekering and WGA aanvulling
    
	
Netherlands
    	
 
    	
Non-Retirement   Savings
    	
 
    	
NonRet   - AE
    
	
Poland
    	
 
    	
Business   Travel Accident (BTA)
    	
 
    	
BTA   - AE
    
	
Poland
    	
 
    	
Business   Travel Accident (BTA)
    	
 
    	
BTA
    
	
Poland
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE
    
	
Poland
    	
 
    	
Health   Care
    	
 
    	
Medical
    
	
Poland
    	
 
    	
Wellness
    	
 
    	
Sports   Activity
    
	
Romania
    	
 
    	
Health   Care
    	
 
    	
Medical   services / Medlife Executives (Health Care Spending Account)
    
	
Russia
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - JIT
    
	
Serbia
    	
 
    	
Group   personal accident insurance
    	
 
    	
Serbia   - GPA
    
	
Singapore   
    	
 
    	
Accidental   (AD&D)
    	
 
    	
Johnson   Controls Holdings (S) Pte. Ltd. - Automotive Seating - GPA
    
	
Singapore   
    	
 
    	
Business   Travel Accident (BTA)
    	
 
    	
AE
    
	
Singapore   
    	
 
    	
Health   Care
    	
 
    	
Vision   - AE
    
	
Singapore   
    	
 
    	
Health   Care
    	
 
    	
Johnson   Holdings Controls (S) Pte. Ltd. - Automotive Seating - GHS/GMM/GCGP/GCSP
    
	
Singapore   
    	
 
    	
Life
    	
 
    	
Johnson   Controls Holdings (S) Pte. Ltd. - Automotive Seating - GTL
    
	
Slovakia
    	
 
    	
Accidental   (AD&D)
    	
 
    	
AD&D   - AE - Trencin
    
	
Slovakia
    	
 
    	
Business   Travel Accident (BTA)
    	
 
    	
BTA   - Bratislava
    
	
Slovakia
    	
 
    	
Critical   Illness
    	
 
    	
Critical   illness - Lucenec
    
	
Slovakia
    	
 
    	
Life
    	
 
    	
TL   - Lucenec
    
	
Slovakia
    	
 
    	
Long-Term   Disability (LTD)
    	
 
    	
LTD   - AE - Lucenec
    
	
South   Africa
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - Sizwe
    




 

13











 


	
Country
    	
 
    	
Benefit Type
    	
 
    	
Plan Name
    
	
South   Africa
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - Discovery Health
    
	
South   Africa
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - Bonitas
    
	
South   Africa
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - Medi Help
    
	
South   Africa
    	
 
    	
Long-Term   Disability (LTD)
    	
 
    	
LTD   AE Salaried & Management
    
	
South   Africa
    	
 
    	
Long-Term   Disability (LTD)
    	
 
    	
LTD   AE - Hourly
    
	
South   Africa
    	
 
    	
Short-Term   Disability (STD)
    	
 
    	
STD   - AE
    
	
Spain
    	
 
    	
Accidental   (AD&D)
    	
 
    	
AD&D   - AE - CBA Alagón
    
	
Spain
    	
 
    	
Accidental   (AD&D)
    	
 
    	
AD&D   - AE - CBA Eurosit Pedrola
    
	
Spain
    	
 
    	
Accidental   (AD&D)
    	
 
    	
AD&D   - AE - CBA Ibérica
    
	
Spain
    	
 
    	
Accidental   (AD&D)
    	
 
    	
AD&D   - AE - Ibérica
    
	
Spain
    	
 
    	
Accidental   (AD&D)
    	
 
    	
AD&D   - AE - CBA Eurosit Abrera
    
	
Spain
    	
 
    	
Accidental   (AD&D)
    	
 
    	
AD&D   - AE - CBA Calatorao
    
	
Spain
    	
 
    	
Bussiness   Travel Assistance
    	
 
    	
BTA   - AE - Alagon
    
	
Spain
    	
 
    	
Bussiness   Travel Assistance
    	
 
    	
BTA   - AE - Calatorao
    
	
Spain
    	
 
    	
Bussiness   Travel Assistance
    	
 
    	
BTA   - AE - Eurosit - Abrera
    
	
Spain
    	
 
    	
Bussiness   Travel Assistance
    	
 
    	
BTA   - AE - Eurosit - Pedrola
    
	
Spain
    	
 
    	
Bussiness   Travel Assistance
    	
 
    	
BTA   - AE - Iberica
    
	
Spain
    	
 
    	
Bussiness   Travel Assistance
    	
 
    	
BTA   - AE - Valladolid
    
	
Spain
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE - Executives (Calatoao; Eurosit; Iberica; Interiors Alagon; Interiors)
    
	
Spain
    	
 
    	
Life
    	
 
    	
Life   - AE - Alagón
    
	
Spain
    	
 
    	
Life
    	
 
    	
Life   - AE - Eurosit Pedrola
    
	
Spain
    	
 
    	
Life
    	
 
    	
Life   - AE - Valladolid
    
	
Spain
    	
 
    	
Life
    	
 
    	
Life   - AE - Eurosit Abrera 
    
	
Spain
    	
 
    	
Life
    	
 
    	
JC.Calatorao
    
	
Spain
    	
 
    	
Medical
    	
 
    	
Medical   - AE - Alagon - Sanitas
    
	
Spain
    	
 
    	
Medical
    	
 
    	
Medical   - AE - Alagon - Asisa
    
	
Spain
    	
 
    	
Medical
    	
 
    	
Medical   - AE - Eurosit - DKV
    
	
Spain
    	
 
    	
Medical
    	
 
    	
Medical   - AE - Eurosit - Asisa
    
	
Spain
    	
 
    	
Medical
    	
 
    	
Medical   - AE - Eurosit - Asisa (Dental)
    




 

14











 


	
Country
    	
 
    	
Benefit Type
    	
 
    	
Plan Name
    
	
Spain
    	
 
    	
Medical
    	
 
    	
Medical   - AE - Eurosit - Asistencia Sanitaria colegial
    
	
United   Kingdom
    	
 
    	
Business   Travel Accident (BTA)
    	
 
    	
Personal   Accident & Travel - AE 
    
	
United   Kingdom
    	
 
    	
Health   Care
    	
 
    	
Health   Assessments
    
	
United   Kingdom
    	
 
    	
Health   Care
    	
 
    	
Medical   - AE
    
	
United   Kingdom
    	
 
    	
Life
    	
 
    	
Death   in Service - AE
    
	
United   Kingdom
    	
 
    	
Life
    	
 
    	
DIS   Spouse’s Pension - AE
    
	
United   Kingdom
    	
 
    	
Long-Term   Disability (LTD)
    	
 
    	
LTD   - JCI
    
	
United   Kingdom
    	
 
    	
Long-Term   Disability (LTD)
    	
 
    	
LTD   - AE
    




 

15












 

Schedule 1.01(d)
 Adient Short-Term Incentive Plans

 

1.                                      Adient plc Annual Incentive Performance Plan, a component of the Adient plc 2016 Omnibus Incentive Plan.

 

2.                                      Adient Manufacturing System Incentive Plan.

 

3.                                      See the attached Annex A to this Schedule 1.01(d).

 

16











 

Annex A

 

China

 

1.                                      Local bonus

 

2.                                      Performance bonus

 

India

 

3.                                      One Asia Incentive Plan

 

4.                                      Performance bonus

 

Japan

 

5.                                      Local bonus

 

6.                                      Non exempt bonus

 

Korea

 

7.                                      Performance bonus

 

Malaysia

 

8.                                      Performance bonus

 

Singapore

 

9.                                      Local bonus

 

Thailand

 

10.                               Performance bonus

 

Austria

 

11.                               Attendance bonus

 

12.                               Employee Suggestion

 

13.                               Productivity bonus

 

14.                               Quality bonus

 

Belgium

 

15.                               Plant bonus plan

 

17











 

Czech Republic

 

16.                               Attendance bonus

 

17.                               Engagement bonus

 

18.                               Performance bonus

 

19.                               Plant bonus plan

 

20.                               Plant management bonus

 

21.                               Polyvalence bonus

 

22.                               Productivity bonus

 

23.                               Quality bonus

 

24.                               Training bonus

 

France

 

25.                               Mandatory profit sharing

 

26.                               Performance bonus

 

27.                               Plant management bonus

 

Germany

 

28.                               Attendance bonus

 

29.                               Employee Satisfaction Passport

 

30.                               Employee Suggestion

 

31.                               Gainsharing

 

32.                               Performance bonus

 

33.                               Plant management bonus

 

34.                               Quality bonus

 

Hungary

 

35.                               Attendance bonus

 

36.                               Performance bonus

 

18











 

37.                               Plant management bonus

 

38.                               Productivity bonus

 

Italy

 

39.                               Plant bonus plan

 

Macedonia

 

40.                               Attendance bonus

 

41.                               Performance bonus

 

Poland

 

42.                               Attendance bonus

 

43.                               Performance bonus

 

44.                               Plant management bonus

 

Romania

 

45.                               Attendance bonus

 

46.                               Engagement bonus

 

47.                               Performance bonus

 

48.                               Plant management bonus

 

49.                               Productivity bonus

 

50.                               Quality bonus

 

Russia

 

51.                               Attendance bonus

 

52.                               HSE & engagement bonus

 

53.                               HSE bonus

 

54.                               Performance bonus

 

55.                               Plant management bonus

 

56.                               Quality bonus

 

19











 

Serbia

 

57.                               Plant management bonus

 

Slovakia

 

58.                               Attendance bonus

 

59.                               Performance bonus

 

60.                               Plant management bonus

 

61.                               Productivity bonus

 

Slovenia

 

62.                               Performance bonus

 

63.                               Plant management bonus

 

South Africa

 

64.                               Plant management bonus

 

Spain

 

65.                               Attendance bonus

 

66.                               HSE bonus

 

67.                               Plant management bonus

 

68.                               Production bonus

 

69.                               Productivity bonus

 

70.                               Quality bonus

 

71.                               Stretching bonus

 

Sweden

 

72.                               Attendance bonus

 

Argentina

 

73.                               AE South America Non-AIPP

 

74.                               Salaried bonus scheme

 

20











 

Brazil

 

75.                               AE South America Non-AIPP

 

76.                               Mandatory profit sharing

 

77.                               Salaried bonus scheme

 

Canada

 

78.                               Continuous Improvement Program

 

79.                               Plant management bonus

 

80.                               Salaried Exempt Incentive Plan

 

Mexico

 

81.                               Attendance bonus

 

82.                               Employee Suggestion

 

83.                               High-Performance Manufacturing Team

 

84.                               Mandatory profit sharing

 

85.                               Production bonus

 

86.                               Punctuality bonus

 

87.                               Salaried Exempt Incentive Plan

 

88.                               Weekend attendance

 

USA

 

89.                               Continuous Improvement Program

 

90.                               Plant management bonus

 

91.                               Salaried Exempt Incentive Plan

 

92.                               Seating Enterprise Leadership

 

21











 

Schedule 1.01(e)
 Adient U.S. Welfare Plans

 

1.                                      Adient US LLC Welfare Program, which includes the following welfare plans:

 

a.              Medical Plan

 

b.              Dental Plan

 

c.               Vision Plan

 

d.              Health Care Flexible Spending Account Plan

 

e.               Health Savings Account

 

f.                Short-Term Disability Plan

 

g.               Employee Assistance Program

 

h.              Long-Term Disability Plan

 

i.                  Life and Accidental Death and Dismemberment and Business Travel Accident Plan

 

j.                 Dependent Care Assistance Plan

 

k.              Severance Plan

 

2.                                      Adient US LLC Non-Union Retiree Medical Plan.

 

22











 

Schedule 1.01(f)
 Individual Agreements

 

1.                                      Separation Agreement and Release of All Claims, dated April 25, 2016 (the “US Separation Agreement”), between Johnson Controls, Inc. and the individual with Employee ID 1232756.

 

2.                                      Separation Agreement, dated May 2, 2016 (the “German Separation Agreement”), between Johnson Controls GmbH and the individual with Employee ID 1232756.

 

3.                                      Termination Agreement, dated April 22, 2016 (the “Termination Agreement”), between JCI Beteiligungs GmbH, Johnson Controls GmbH and the individual with Employee ID 1594711.

 

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Schedule 1.01(g)
  Johnson Controls Short-Term Incentive Plans

 

1.                                      Johnson Controls Annual Incentive Performance Plan, a component of the Johnson Controls, Inc. 2012 Omnibus Incentive Plan.

 

2.                                      See the attached Annex A to this Schedule 1.01(g) for a list of jurisdictions that have local incentive plans for both sales and non-sales employees.

 

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Annex A

 

1.                                      Australia

 

2.                                      Hong Kong

 

3.                                      India

 

4.                                      Indonesia

 

5.                                      Japan

 

6.                                      Korea

 

7.                                      Macau (non-sales employees only; no sales employees incentive plan)

 

8.                                      Malaysia

 

9.                                      New Zealand

 

10.                               Singapore

 

11.                               Thailand

 

12.                               China

 

13.                               Austria

 

14.                               Belgium

 

15.                               Bulgaria (sales employees only; no non-sales employees incentive plan)

 

16.                               Czech Republic

 

17.                               Denmark

 

18.                               Finland

 

19.                               France

 

20.                               Germany

 

21.                               Hungary

 

22.                               Italy

 

23.                               Kazakhstan

 

24.                               Netherlands

 

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25.                               Norway

 

26.                               Poland

 

27.                               Portugal

 

28.                               Ireland

 

29.                               Romania

 

30.                               Russia

 

31.                               Slovakia

 

32.                               Slovenia (sales employees only; no non-sales employees incentive plan)

 

33.                               Spain

 

34.                               Sweden

 

35.                               Switzerland

 

36.                               Ukraine (sales employees only; no non-sales employees incentive plan)

 

37.                               United Kingdom

 

38.                               Uzbekistan

 

39.                               Argentina (non-sales employees only; no sales employees incentive plan)

 

40.                               Brazil

 

41.                               Chile

 

42.                               Colombia

 

43.                               Mexico

 

44.                               Panama

 

45.                               Peru

 

46.                               Puerto Rico

 

47.                               Bahrain

 

48.                               Egypt

 

49.                               Kuwait

 

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50.                               Lebanon (non-sales employees only; no sales employees incentive plan)

 

51.                               Oman

 

52.                               Qatar

 

53.                               South Africa

 

54.                               Turkey

 

55.                               United Arab Emirates

 

56.                               Canada

 

57.                               United States

 

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Schedule 1.01(h)
 Retained Adient German Pension Plans

 

AE-JC Interiors Grefrath

 

1.                                      Pensionsordnung der Gebr. Happich GmbH vom 1. Januar 1980.

 

2.                                      Individual Pension Promises.

 

AE-Keiper GmbH & Co. KG

 

3.                                      VO vom 29.10.1976 (BV A 106, BV A 135).

 

4.                                      VO vom 28.11.1986 (BV A 113, BV A 136).

 

5.                                      BV Nr. A 143.

 

AE-Keiper VL-BL

 

6.                                      Individual Pension Promises.

 

AE-Recaro Automotive GmbH

 

7.                                      BV  A 113.

 

8.                                      BV A 136.

 

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Schedule 2.04
 Certain Individual Agreements

 

1.                                      Johnson Controls shall have the right to enforce its rights and the obligations of the individual with Employee ID 1232756 under Sections 3(b), 5–9, 11–16, and 18 of the US Separation Agreement as though Johnson Controls was a party to such agreement.

 

2.                                      Johnson Controls shall have the right to enforce its rights and the obligations of the individual with Employee ID 1232756 under Sections 1–5, and 7–8 of the German Separation Agreement as though Johnson Controls was a party to such agreement.

 

3.                                      Johnson Controls shall have the right to enforce its rights and the obligations of the individual with Employee ID 1594711 under Sections 1, 2.5, 4, 7, 10, 11, and 12 of the Termination Agreement as though Johnson Controls was a party to such agreement.

 

4.                                      In connection with the Separation, Johnson Controls entered into retention letter agreements (the “Retention Agreements”) with certain Adient Group Employees and Former Adient Group Employees (the “Award Participants”), pursuant to which the Award Participants became eligible to receive retention award payouts, with such payouts to occur either (a) 100% within 30 days following the Effective Time (the “Closing Payments”) or (b) 50% within 60 days following the Effective Time (the “Initial Payments”) and the remaining 50% within 60 days following the first anniversary of the Effective Time (the “Post-Closing Payments”), subject, in each case, to the Award Participant’s continued employment through the applicable payment date.  Certain of the Award Participants have elected to receive any potential retention award payouts under their respective Retention Agreements in the form of a grant of Adient Shares.

 

Johnson Controls and Adient have agreed to apportion the payment of any earned retention award payouts under the Retention Agreements as follows: (i) Johnson Controls shall be responsible for making the Closing Payments and the Initial Payments to the Award Participants (other than as set forth in clause (iii)); (ii) Adient shall be responsible for making the Post-Closing Payments to the Award Participants; and (iii) Adient shall be responsible for granting Adient Shares to any Award Participants who elected to receive such Adient Shares in lieu of a cash payment under the Retention Agreements (whether such payment was a Closing Payment, an Initial Payment, or a Post-Closing Payment).

 

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Schedule 5.10
 Adient Joint Venture Retirement Plans

 

1.                                      TechnoTrim, Inc. Pension Plan for Salaried Employees.

 

2.                                      TechnoTrim, Inc. Nonqualified Pension Plan.

 

3.                                      Interior Savings and Investment (401k) Plan.

 

4.                                      Bridgewater Interiors, LLC Savings and Investment (401k) Plan.

 

5.                                      Avanzar Interiors LLC Savings and Investment (401k) Plan.

 

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Schedule 6.09
 Adient Joint Venture Welfare Plans

 

1.                                      Avanzar Interiors Technologies, Ltd. Welfare Program.

 

2.                                      Bridgewater, LLC Welfare Program.

 

3.                                      Setex, Inc. Welfare Program.

 

4.                                      TechnoTrim, Inc. Welfare Program.

 

5.                                      Yanfeng Interior Systems Welfare Program.

 

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Schedule 8.01(b)
 Employee Records

 

Employee Records to Be Transferred — Software Applications

 


	
HR Applications
    	
 
    	
Adient Group Employees +
   YFAI Active Employees
    	
 
    	
Former Adient Group
   Employees + YFAI
   Terminated Employees
   (those terminated on Jan 1,
   2014 and after)
    
	
Employee Records
   Workday ­– NA
   PeopleSoft 9.0 ­– Europe, SA, Asia
   (Workday Rule during WD Clone and PeopleSoft during migration from PS to   WD)
    	
 
    	
All information in these HR Applications (A,L,P,S)
    	
 
    	
All information in these HR Applications (A,L,P,S)
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Employee History
   Workday ­– NA
   PeopleSoft 9.0 - Europe, SA, Asia
   (Workday Rule during WD Clone and PeopleSoft during migration from PS to   WD)
   PeopleSoft 8.3 ­– NA
    	
 
    	
Complete history
    	
 
    	
Complete history
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Taleo Performance Management
    	
 
    	
All available history
    	
 
    	
All available history
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Learning Management System
    	
 
    	
All available history for agreed upon list of   courses
    	
 
    	
All available history
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Taleo Recruitment
    	
 
    	
All Adient & YF requisitions   (open & close) with applicant details
    	
 
    	
Not Applicable
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Payroll and Time & Attendance Applications (Owned   by JCI  & used by other business groups)
    	
 
    	
All Adient & YF data including history
    	
 
    	
All Adient & YF data including history
    




 

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Employee Records to Be Transferred — Hard Copy Records

 

·                  Employee documents maintained in JCI Documentum relating to Corporate employees who were transferred to Adient will be transferred by Johnson Controls to the Adient SharePoint site.

 

·                  Adient will provide to Johnson Controls a list of all Corporate employees transferred to Adient as of October 10, 2016 to ensure the timely transfer of the JCI Documentum records by Johnson Controls to the Adient SharePoint site by October 31, 2016.

 

Any information/records not listed in this schedule shall be provided in accordance with Section 8.01(g).

 

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