EX-10(N)






Exhibit 10.N




JOHNSON CONTROLS, INC.




38,447,427 Shares




Common Stock




JOHNSON CONTROLS, INC. 2000 STOCK OPTION PLAN




Original Effective Date: January 1, 2000




(Adjusted to reflect 3-for-1 stock split effective September 14, 2007)




     This document sets forth information relating to participation in the Johnson Controls, Inc.
2000 Stock Option Plan (the “Plan”) and to shares of our common stock that we are offering under
the Plan. Each share of our common stock issued under the Plans will include one right to purchase
our common stock. In this document, unless the context otherwise requires, all references to our
common stock includes the accompanying rights. We are offering participation in the Plan to our
officers and other key employees and those of our subsidiaries.



     This document will be accompanied or preceded by our latest Annual Report to Shareholders. If
you have previously received a copy of our Annual Report to Shareholders but wish to have another
copy, then we will furnish an additional copy without charge upon written or oral request to us.



     Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of the securities offered pursuant to the Plan or determined if this
prospectus is truthful and complete. Any representation to the contrary is a criminal offense.



     You should rely only on the information contained in this document or to which we have
referred you. We have not authorized anyone to provide you with information that is different.
The information in this document may only be accurate on the date of the document. This document
may only be used where it is legal to sell these securities.



     This document may not be used for resales of shares acquired under the Plan.



 









 





THE COMPANY




     We are a global market leader in automotive systems and facility management and control. In
the automotive market, we are a major supplier of seating and interior systems, and batteries. For
nonresidential facilities, we provide building control systems and services, energy management and
integrated facility management. Our principal executive offices are located at 5757 North Green
Bay Avenue, P.O. Box 591, Milwaukee, Wisconsin 53201. Our telephone number is (414) 524-1200.



     1. Establishment. JOHNSON CONTROLS, INC. (the “Company”) hereby establishes a stock option plan
for certain officers and other key employees, as described herein, which shall be known as the
JOHNSON CONTROLS, INC. 2000 STOCK OPTION PLAN (the “Plan”). It is intended that certain of the
stock options issued pursuant to the Plan may constitute incentive stock options within the meaning
of Section 422 of the Internal Revenue Code (“Incentive Stock Options”) and the remainder of the
options issued pursuant to the Plan shall constitute nonqualified options. Incentive Stock Options
and nonqualified stock options are hereinafter jointly referred to as “Options.” The Committee may
also award stock appreciation rights apart from Options issued pursuant to the Plan.



     2. Purpose. The purpose of the Plan is to induce certain officers and other key employees to
remain in the employ of the Company or its subsidiaries and to encourage such employees to secure
or increase on reasonable terms their stock ownership in the Company. The Board of Directors of
the Company (the “Board of Directors”) believes that the Plan will promote continuity of management
and increased incentive and personal interest in the welfare of the Company by those who are
responsible for shaping and carrying out the long-range plans of the Company and securing its
continued growth and financial success.



     3. Effective Date of the Plan. The Plan was adopted by the Board of Directors on November 17,
1999, and was most recently amended effective January 1, 2009. The Plan was approved by the
shareholders of the Company within twelve months of the effective date of the Plan, January 1,
2000. Any and all Options granted prior such adoption were granted subject to shareholder
approval.



     4. Stock Subject to the Plan. Subject to adjustment in accordance with the provisions of this
paragraph and paragraph 17, the total number of shares of the common stock of the Company (“Common
Stock”) available for awards during the term of the Plan shall be an amount calculated as follows:
(a) fifteen percent (15%) of the number of shares of Common Stock outstanding upon the effective
date of the Plan minus (b) the number of shares of Common Stock subject to awards made under any
prior stock option plan of the Company (a “Prior Plan”) and outstanding upon the effective date of
the Plan (“Prior Plan Awards”). Shares of Common Stock to be delivered upon exercise of Options or
settlement of stock appreciation rights under the Plan shall be made available from presently authorized but unissued Common Stock or authorized and issued shares of Common Stock
reacquired and held as treasury shares, or a combination thereof. If any Option or stock
appreciation right shall be canceled, expire or terminate without having been exercised in full, or
to the extent a stock appreciation right is settled in cash, the shares of Common Stock allocable
to the unexercised, canceled, forfeited portion of such Option or stock appreciation right, or
portion of such stock appreciation right



 









 




which is settled in cash, shall again be available for the purpose of the Plan. The surrender of any Options (and the surrender of any related stock
appreciation rights granted under paragraph 16) in connection with the receipt of stock
appreciation rights as provided in paragraph 16 shall, as to such Options, have the same effect
under this paragraph 4 as the cancellation or termination of such Options without having been
exercised. If any stock appreciation rights are granted under the Plan (including any grant in
connection with the surrender of outstanding Options), as provided in paragraph 16, and shares of
Common Stock may be issuable in connection with such stock appreciation rights, then the grant of
such stock appreciation rights shall be deemed to have the same effect under this paragraph 4 as
the grant of Options; provided, however, if any such stock appreciation rights shall be canceled,
expire or terminate without having been exercised in full, or to the extent a stock appreciation
right is settled in cash, the shares of Common Stock allocable to the unexercised, canceled,
forfeited portion of such stock appreciation right, or portion of such stock appreciation right
which is settled in cash, shall again be available for the purpose of the Plan. If the exercise
price of any Option granted under the Plan is satisfied by tendering shares of Common Stock to the
Company (by either actual delivery or by attestation), only the number of shares of Common Stock
issued net of the shares of Common Stock tendered shall be deemed delivered for purposes of
determining the maximum number of shares of Common Stock available for delivery under the Plan. If
any Participant satisfies the Company’s withholding tax requirements upon the exercise of an Option
by properly electing to have the Company withhold shares of Common Stock, then the shares of Common
Stock so withheld shall again be available for the purpose of the Plan, except that such shares
shall not be available for the granting of Incentive Stock Options. After the effective date of
the Plan, if any event occurs as a result of which shares of Common Stock subject to Prior Plan
Awards would again become available for the purpose of the relevant Prior Plan if the Prior Plan
were still in effect and the Company could grant awards under the Prior Plan, then such shares
shall be available for the purpose of the Plan rather than such Prior Plan (subject to any
applicable limitation on the use of such shares for the granting of Incentive Stock Options) and
thereby increase the shares available under the Plan as determined under the first sentence of this
paragraph.




     5. Administration.




	 	(a)	 	The Plan shall be administered by the Compensation Committee (the “Committee”)
consisting of not less than three members of the Board of Directors appointed from time
to time by the Board of Directors. No member of the Committee shall be, nor at any
time during the preceding one-year period have been, eligible to receive stock, stock
options or stock appreciation rights of the Company or of its subsidiaries pursuant to
the Plan or any other plan of the Company or its subsidiaries, other than a plan for
directors of the Company who are not officers or employees of the Company which
provides for automatic grants without exercise of discretion by any member of the Board of Directors, or by
any officer or employee of the Company.
	 
	 	(b)	 	Subject to the express provisions of the Plan, the Committee shall have
authority to establish such rules and regulations as it deems necessary or advisable
for the proper administration of the Plan, and in its discretion, to determine the
individuals (the “Participants”) to whom, and the time or times at which, Options




2









 






	 	 	 	and stock appreciation rights shall be granted, the type of Options, the periods of Options
or stock appreciation rights, limitations on exercise of Options or stock appreciation
rights, and the number of shares to be subject to each Option or award of stock
appreciation rights. In making such determinations, the Committee may take into
account the nature of the services rendered by the respective employees, their present
and potential contributions to the success of the Company or its subsidiaries, and such
other factors as the Committee, in its discretion, shall deem relevant.






	 	(c)	 	Subject to the express provisions of the Plan, the Committee shall also have
complete authority to interpret the Plan, to prescribe, amend, and rescind rules and
regulations relating to it, to determine the terms and provisions of the respective
Option Agreements (which need not be identical) and to make all other determinations
necessary or advisable for the administration of the Plan. The Committee’s
determinations on the matters referred to in this paragraph 5 shall be conclusive and
binding upon all parties.
	 
	 	(d)	 	Neither the Committee nor any member thereof shall be liable for any act,
omission, interpretation, construction or determination made in connection with the
Plan in good faith, and the members of the Committee shall be entitled to
indemnification and reimbursement by the Company in respect of any claim, loss, damage
or expense (including attorneys fees) arising therefrom to the full extent permitted by
law and under any directors and officers liability insurance that may be in effect from
time to time.
	 
	 	(e)	 	A majority of the Committee shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a quorum is present, or acts
approved in writing by a majority of the Committee without a meeting, shall be the acts
of the Committee.
	 
	 	(f)	 	The Chief Executive Officer of the Company shall have the same authority as the
Committee with respect to the grant and administration of awards of options and stock
appreciation rights made to (or to be made to) individuals eligible for the Plan,
excluding officers and employees who are subject to the provisions of Section 16 of the
Exchange Act or who are covered by Section 162(m) of the Code at the time in question.





     6. Eligibility. Options and stock appreciation rights may be granted to officers and other key employees of the
Company and of any of its present and future subsidiaries. The maximum number of shares of Common
Stock covered by Options which may be granted to any Participant within any two consecutive
calendar year periods shall not exceed 1.5 million shares in the aggregate. No Option or stock
appreciation right shall be granted to any person who owns, directly or indirectly, shares of stock
possessing more than 10% of the total combined voting power of all classes of stock of the Company.
A director of the Company or of a subsidiary who is not also an employee of the Company or of a
subsidiary will not be eligible to receive any Option or stock appreciation right hereunder.



3









 





     7. Rights of Employees. Nothing in this Plan or in any Option or stock appreciation right shall
interfere with or limit in any way the right of the Company and any of its subsidiaries to
terminate any Participant’s or employee’s employment at any time, nor confer upon any Participant
or employee any right to continue in the employ of the Company and its subsidiaries. No employee
shall have any right to be granted an award under this Plan, even if an award was granted to such
employee at any prior time, or if a similarly-situated employee is or was granted an award under
similar circumstances.



     8. Option Agreements. All Options and stock appreciation rights granted under the Plan shall be
evidenced by written agreements (an “Option Agreement”) in such form or forms as the Committee
shall determine.



     9. Option Price. The per share Option price for Options and the per share grant price for stock
appreciation rights granted under paragraph 16, as determined by the Committee, shall be an amount
not less than 100% of the fair market value of the stock on the date such Options or stock
appreciation rights are granted (or, if the Committee so determines, in the case of any stock
appreciation right granted under paragraph 16 upon the surrender of any outstanding Option, on the
date of grant of such Option). Fair market value means, per share of stock on a particular date,
the closing sales price on such date on the New York Stock Exchange, or if no sales of stock occur
on the date in question, on the last preceding date on which there was a sale on such market. If
the shares not listed on the New York Stock Exchange, but are traded on a national securities
exchange or in an over-the-counter market, the closing sales price (or if there is no closing sales
price reported, the average of the closing bid and asked prices) for the shares on the particular
date, or on the last preceding date on which there was a sale of shares on that exchange or market,
will be used. If the shares are neither listed on a national securities exchange nor traded in an
over-the-counter market, the price determined by the Committee, in its discretion, will be used.
However, in connection with an exercise of Options, to the extent the Participant sells any shares
acquired upon such exercise in a market transaction on the date of exercise, the sale price(s) for
any such shares shall be the fair market value of such shares.



     10. Option Period. The term of each Option and stock appreciation right shall be as determined by
the Committee but in no event shall the term of an Option or stock appreciation right exceed a
period of ten (10) years from the date of its grant. Each Option and stock appreciation right granted hereunder may
granted at any time on or after the effective date of the Plan, and prior to its termination,
provided that no Option or stock appreciation right may be granted later than ten years after the
date this Plan is adopted. The Committee shall determine whether any Option or stock appreciation
right shall become exercisable in cumulative or non-cumulative installments or in full at any time.
An exercisable Stock Option or stock appreciation right, or portion thereof, may be exercised in
whole or in part only with respect to whole shares of Common Stock.



     11. Maximum Value of Incentive Stock Options. The aggregate fair market value (as defined in
paragraph 9) of the Common Stock for which any Incentive Stock Options are exercisable for the
first time by a Participant during any calendar year under the Plan or any other plan of the
Company or any subsidiary shall not exceed $100,000. To the extent the fair market value of the
shares of Common Stock attributable to Incentive Stock Options first



4









 




exercisable in any calendar year exceeds $100,000, the excess portion of the Incentive Stock Options shall be treated as
nonqualified options.




     12. Transferability of Option or Stock Appreciation Right. No Option or stock appreciation right
granted hereunder shall be transferable other than options specifically designated by the
Compensation Committee as such and meeting the following requirements of transfer:




	 	(a)	 	by will or by the laws of descent and distribution; or
	 
	 	(b)	 	in the case of a nonqualified option:
	 
	 	 	 	(i) pursuant to a “Qualified Domestic Relations Order” as defined in Section 414(p)
of the Internal Revenue Code; or
	 
	 	 	 	(ii) to (A) his or her spouse, children or grandchildren (“Immediate Family
Members”), (B) a partnership in which the only partners are the Participant’s
Immediate Family Members, or (C) a trust or trusts established solely for the
benefit of one or more of the Participant’s Immediate Family Members (collectively,
the Permitted Transferees), provided that there may be no consideration for any such
transfer by a Participant.





     Following transfer (if applicable), such Options and stock appreciation rights shall continue
to be subject to the same terms and conditions as were applicable immediately prior to transfer,
provided that such Options and stock appreciation rights may be exercised during the life of the
Participant only by the Participant or, if applicable, by the alternate payee designated under a
Qualified Domestic Relations Order or the Participant’s Permitted Transferees.



     13. Exercise of Option. The Committee shall prescribe the manner in which a Participant may
exercise an Option which is not inconsistent with the provisions of this Plan. However, no Option
shall be exercisable, in whole or in part, for a period of at least six months commencing on the
date of grant, except as provided in paragraph 20 in the event of a Change in Control. An Option may be
exercised, subject to limitations on its exercise contained in the Option Agreement and in this
Plan, in full, at any time, or in part, from time to time, only by (A) written notice of intent to
exercise the Option with respect to a specified number of shares, and (B) by payment in full to the
Company at the time of exercise of the Option, of the option price of the shares being purchased.
Payment of the Option price may be made (i) in cash, (ii) if permitted by the applicable Option
Agreement, by tendering of shares of Common Stock equivalent in fair market value (as defined in
paragraph 9), or (iii) if permitted by the applicable Option Agreement, partly in cash and partly
in shares of Common Stock. Common Stock may be tendered either by actual delivery of shares of
Common Stock or by attestation.



     14. Withholding. If permitted by the applicable Option Agreement, a Participant may be permitted
to satisfy the Company’s withholding tax requirements by electing (i) to have the Company withhold
shares of Common Stock of the Company, or (ii) to deliver to the Company shares of Common Stock of
the Company having a fair market value on the date income is recognized on the exercise of a
nonqualified option equal to the minimum amount



5









 




required to be withheld. The election shall be made in writing and according to such rules and in such form as the Committee shall determine.




     Notwithstanding the foregoing, the election and satisfaction of any withholding requirement
through the withholding of Common Stock or the tender of shares of Company Stock may be made only
at such times as are permitted, without incurring liabilities, by Rule 16b-3 of the Securities
Exchange Act of 1934, as amended, or such other securities laws, rules or regulations as may be
applicable.



     15. Termination of Employment.




	 	(a)	 	In the event a Participant’s employment with the Company or any of its
subsidiaries shall be terminated for any reason, except early or normal retirement,
death or total and permanent disability, a Participant may exercise his or her Options
and stock appreciation rights (to the extent vested and exercisable as of the date of
the Participant’s termination of employment) for a period of thirty (30) days after the
date of the Participant’s termination of employment, unless such Option or stock
appreciation right expires earlier under the terms of the award agreement. Thereafter,
all rights to exercise an Option or stock appreciation right shall terminate.
	 
	 	(b)	 	If the Participant should die while employed by the Company or any subsidiary
prior to the expiration of the term of the Option or stock appreciation right, the
Option or stock appreciation right shall be exercisable immediately to the extent it
would have been exercisable had the Participant remained employed for twelve months
after the date of death and may be exercised by the person to whom it is transferred by
will or by the applicable laws of descent and distribution by giving notice as provided
in paragraph 13, at any time within twelve months after the date of death unless such Option or stock appreciation right expires earlier under
the terms of the Option Agreement. For purposes of this paragraph, the six-month
limitation imposed pursuant to paragraph 13 shall not be applicable.
	 
	 	(c)	 	In the event of a Participant’s termination of employment with the Company due
to early or normal retirement, or due to total and permanent disability, prior to the
expiration of the term of an Option or stock appreciation right, the Option or stock
appreciation right: (i) shall be exercisable in full without regard to any vesting
requirements; provided that an Option or stock appreciation right of a Participant who
retires shall be exercisable in full only if the Participant retires on or after the
last day of the calendar year following the calendar year in which such Option or stock
appreciation right was granted, unless the Committee determines otherwise, and (ii) may
be exercised by the Participant at any time within thirty-six months after the date of
such early or normal retirement or termination due to total and permanent disability,
as the case may be, unless such Option or stock appreciation right expires earlier
under the terms of the award agreement. Provided, however, that for certain
participants who are officers of the Company or who are selected by the Compensation
Committee of the Board, nonqualified stock options may be exercised by the Participant
for up to ten (10) years after the date of such early or




6









 






	 	 	 	normal retirement, or for five (5) years after the date of such total and permanent disability, as the case may be, in
the event of termination of employment with the Company due to early or normal
retirement, or due to total and permanent disability, prior to the expiration of the
term of the Option or stock appreciation right, unless such Option or stock
appreciation right expires earlier under the terms of the Option Agreement. For
purposes hereof, a Participant’s employment shall be deemed to have terminated due to
(a) early or normal retirement if such Participant is then eligible to receive
immediate early or normal retirement benefits under the provisions of any of the
Company’s or its subsidiaries defined benefit pension plans; or, in the absence of a
defined benefit plan, provided such Participant retires with ten years of service and
is at least 55 years old or retires with five years of service and is at least 65 years
old and (b) total and permanent disability if he is permanently disabled within the
meaning of Section 22(e)(3) of the Internal Revenue Code, as in effect from time to
time.
	 
	 	 	 	For purposes of this Plan: (a) a transfer of an employee from the Company to a 50%
or more owned subsidiary, partnership, joint venture or other affiliate (whether or
not incorporated) or vice versa, or from one subsidiary, partnership, joint venture
or other affiliate to another or (b) a leave of absence duly authorized in writing
by the Company, provided the employee’s right to re-employment is guaranteed either
by statute or by contract, shall not be deemed a termination of employment under the
Plan, notwithstanding the foregoing, from and after a Change of Control, as defined
in paragraph 20, Options and stock appreciation rights shall continue to be
exercisable for three months after a Participant’s termination of employment.





     16. Stock Appreciation Rights. Stock appreciation rights may be granted separate from any Option granted under the Plan to any
Participant. Such stock appreciation rights may be exercised by a Participant by written notice of
intent to exercise the stock appreciation rights delivered to the Committee, which notice shall
state the number of shares of stock in respect of which the stock appreciation rights are being
exercised. Upon such exercise, the Participant shall be entitled to receive the economic value of
such stock appreciation rights determined in the manner described in subparagraph (b) of this
paragraph 16 and in the form prescribed in subparagraph (c) of this paragraph 16.



     Stock appreciation rights shall be subject to terms and conditions not inconsistent with other
provisions of the Plan as shall be determined by the Committee, which shall include the following:




	 	(a)	 	Stock appreciation rights granted in connection with the surrender of an Option
shall be exercisable or transferable at such time or times and only to the extent that
the Option to which they related was exercisable or transferable. The Committee shall
have complete authority to determine the terms and conditions applicable to other stock
appreciation rights, including the periods applicable to such rights, limitations on
exercise and the number of shares of stock in respect to which such stock appreciation
rights are exercisable.




7









 












	 	(b)	 	Upon the exercise of stock appreciation rights, a Participant shall be entitled
to receive the economic value thereof, which value shall be equal to the excess of the
fair market value of one share of Common Stock on the date of exercise over the grant
price per share, multiplied by the number of shares in respect of which the stock
appreciation rights shall have been exercised. Stock appreciation rights which have
been so exercised shall no longer be exercisable in respect of such number of shares.
	 
	 	(c)	 	The Committee shall have the sole discretion either (i) to determine the form
in which payment of such economic value will be made (i.e., cash, stock, or any
combination thereof) or (ii) to consent to or disapprove the election of the
Participant to receive cash in full or partial payment of such economic value.
	 
	 	(d)	 	The exercise of stock appreciation rights by a Participant pursuant to the Plan
may be made only at such times as are permitted by Rule 16b-3 of the Securities
Exchange Act of 1934, without liabilities, or such other securities laws or rules as
may be applicable.
	 
	 	(e)	 	Stock appreciation rights shall be exercisable only when the fair market value
of the Common Stock to which the stock appreciation rights relate exceeds the grant
price of such stock appreciation rights.





     17. Adjustment Provisions. In the event of any change in the shares of the Common Stock of the
Company by reason of a declaration of a stock dividend (other than a stock dividend declared in
lieu of an ordinary cash dividend), spin-off, merger, consolidation recapitalization, or split-up,
combination or exchange of shares, or otherwise, the aggregate number and class of shares available
under this Plan (including the per Participant limit on awards in Section 6), the number and class of shares
subject to each outstanding Option and stock appreciation right, the option price for shares
subject to each outstanding Option, and the option price or grant price and economic value of any
stock appreciation rights shall be appropriately adjusted by the Committee, whose determination
shall be conclusive. Unless the Committee determines otherwise, any such adjustment to an award
that is exempt from Code Section 409A shall be made in manner that permits the award to continue to
be so exempt, and any adjustment to an award that is subject to Code Section 409A shall be made in
a manner that complies with the provisions thereof. Notwithstanding the foregoing, in the case of
a stock dividend (other than a stock dividend declared in lieu of an ordinary cash dividend) or
split-up (including a reverse stock split), if no action is taken by the Committee, adjustments
contemplated by this subsection that are proportionate shall nevertheless automatically be made as
of the date of such stock dividend or split-up.



     18. Termination and Amendment of Plan. The Plan shall terminate on December 31, 2009, unless
sooner terminated as hereinafter provided. The Board of Directors may at any time terminate the
Plan, or amend the Plan as it shall deem advisable including (without limiting the generality of
the foregoing) any amendments deemed by the Board of Directors to be necessary or advisable to
assure conformity of the Plan and any Incentive Stock Options granted thereunder to the
requirements of Section 422 of the Internal Revenue Code as now or hereafter in effect and to
assure conformity with any requirements of other state and



8









 




federal laws or regulations now or hereafter in effect; provided, however, that the Board of Directors may not, without further
approval by the shareholders of the Company, amend paragraph 24 or make any modifications to the
Plan which, by applicable law, require such approval. No termination or amendment of the Plan may,
without the consent of the Participant to whom any Option or stock appreciation rights shall have
been granted, adversely affect the rights of such Participant under such Option or stock
appreciation rights. The Board of Directors may also, in its discretion, permit any Option or
stock appreciation right to be exercised prior to the earliest date fixed for exercise thereof
under the Option Agreement. Notwithstanding the foregoing, the Board specifically reserves the
right to amend the provisions of Sections 20 and 21 prior to the effective date of a Change of
Control without the need to obtain the consent of the Participants or any other individual with a
right to an award granted hereunder. Notwithstanding the foregoing, unless determined otherwise by
the Board or Committee, any such amendment shall be made in a manner that will enable an award
intended to be exempt from Code Section 409A to continue to be so exempt, or to enable an award
intended to comply with Code Section 409A to continue to so comply.




     19. Rights of a Shareholder. A Participant shall have no rights as a shareholder with respect to
shares covered by his or her Option until the date of issuance of the stock to the participant and
only after such shares are fully paid or with respect to stock appreciation rights. No adjustment
will be made for dividends or other rights for which the record date is prior to the date such
stock is issued.



     20. Change of Control. Notwithstanding the foregoing, upon Change of Control, all previously granted Options and stock
appreciation rights shall immediately become exercisable to the full extent of the original grant.
For purposes of this Plan, a “Change of Control” means any of the following events: (i) the
acquisition, other than from the Company, by any individual, entity or group (within the meaning of
Section 13(d) or 14(d)(2) of the Securities Exchange Act of 1934, as amended from time to time)
(the “Exchange Act”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of 20% or more of either (A) the then outstanding shares of common stock of the
Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the election of
directors (the “Company Voting Securities”), provided, however, that any acquisition by (x) the
Company of any of its subsidiaries, or any employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its subsidiaries or (y) any corporation with respect to which,
following such acquisition, more than 60% of respectively, the then outstanding shares of common
stock of such corporation and the combined voting power of the then outstanding voting securities
of such corporation entitled to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the individuals and entities who were
the beneficial owners, respectively, of the Outstanding Company Common Stock and Company Voting
Securities immediately prior to such acquisition in substantially the same proportion as their
ownership, immediately prior to such acquisition of the Outstanding Company Common Stock and
Company Voting Securities, as the case may be, shall not constitute a change in control of the
Company; or (ii) individuals who, as of September 28, 1994, constitute the Board of Directors of
the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the
Board, provided that any individual becoming a director subsequent to September 28, 1994, whose
election or nomination for election by the Company’s shareholders



9









 




was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though
such individual were a member of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office is in connection with an actual or threatened
election contest relating to the election of the Directors of the Company (as such terms are used
in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or (iii) approval by the
shareholders of the Company of consummation of a reorganization, merger or consolidation (a
“Business Combination”), in each case, with respect to which all or substantially all of the of the
individuals and entities who were the respective beneficial owners of the Outstanding Company
Common Stock and Company Voting Securities immediately prior to such Business Combination do not,
following such Business Combination, beneficially own, directly or indirectly, more than 60% of,
respectively, the then outstanding shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of directors, as the case
may be, of the corporations resulting from such Business Combination in substantially the same
proportion as their ownership immediately prior to such Business Combination or the Outstanding
Company Common Stock and Company Voting Securities, as the case may be; or (iv) (A) a complete
liquidation or dissolution of the company or a (B) sale or other disposition of all or
substantially all of the assets of the Company other than to a corporation with respect to which,
following such sale or disposition, more than 60% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors is then owned beneficially, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Company Voting Securities
immediately prior to such sale or disposition in substantially the same proportion as their
ownership of the Outstanding Company Common Stock and Company Voting Securities, as the case may
be, immediately prior to such sale or disposition.




     21. Termination of Awards. Notwithstanding the foregoing, upon a Change in Control, the Committee
may in its discretion, commencing at the time of a Change in Control and continuing for a period of
sixty days thereafter, cancel each outstanding Option or stock appreciation right in exchange for a
cash payment to the holder thereof in an amount equal to the number of Options or stock
appreciation rights that have not been exercised multiplied by the excess of the fair market value
per Share on the date of the Change in Control (or, if the Change in Control is the result of a
transaction or a series of transactions described in paragraphs (i) or (ii) of the definition of
Change in Control and the Option or stock appreciation right is cancelled on the date of the Change
in Control, the highest price per Share paid in such transaction or series of transactions on the
date of the Change in Control) over the exercise price of the Option or the grant price of the
stock appreciation right, as the case may be.



     22. Governing Law and Arbitration. The Plan, and all awards hereunder, and all determinations made
and actions taken pursuant to the Plan, shall be governed by the internal laws of the State of
Wisconsin (without reference to conflict of law principles thereof) and construed in accordance
therewith, to the extent not otherwise governed by the laws of the United States or as otherwise
provided hereinafter. Notwithstanding anything to the contrary herein, if any individual brings a
claim that relates to benefits under this Plan, regardless of the basis of the claim (including but
not limited to wrongful discharge or Title VII discrimination), such claim shall be settled by
final binding arbitration in accordance with the rules of the



10









 




American Arbitration Association (“AAA”) and the following provisions, and judgment upon the award rendered by the arbitrator may be
entered in any court having jurisdiction thereof.





	 	(a)	 	Initiation of Action. Arbitration must be initiated by serving or
mailing a written notice of the complaint to the other party. Normally, such written
notice should be provided to the other party within one year (365 days) after the day
the complaining party first knew or should have known of the events giving rise to the
complaint. However, this time frame may be extended if the applicable statute of
limitation provides for a longer period of time. If the complaint is not properly
submitted within the appropriate time frame, all rights and claims that the complaining
party has or may have against the other party shall be waived and void. Any notice
sent to the Company shall be delivered to:




Office of General Counsel

Johnson Controls, Inc.

5757 North Green Bay Avenue

P.O. Box 591

Milwaukee, WI 53201-0591





	 	 	 	The notice must identify and describe the nature of all complaints asserted and the
facts upon which such complaints are based. Notice will be deemed given according
to the date of any postmark or the date of time of any personal delivery.
	 
	 	(b)	 	Compliance with Personnel Policies. Before proceeding to arbitration
on a complaint, the claimant must initiate and participate in any complaint resolution
procedure identified in the Company’s or subsidiary’s personnel policies. If the
claimant has not initiated the complaint resolution procedure before initiating
arbitration on a complaint, the initiation of the arbitration shall be deemed to begin
the complaint resolution procedure. No arbitration hearing shall be held on a
complaint until any applicable Company or subsidiary complaint resolution procedure has
been completed.
	 
	 	(c)	 	Rules of Arbitration. All arbitration will be conducted by a single
arbitrator according to the Employment Dispute Arbitration Rules of the AAA. The
arbitrator will have authority to award any remedy or relief that a court of competent
jurisdiction could order or grant including, without limitation, specific performance
of any obligation created under the award or policy, the awarding of punitive damages,
the issuance of any injunction, costs and attorney’s fees to the extent permitted by
law, or the imposition of sanctions for abuse of the arbitration process. The
arbitrator’s award must be rendered in a writing that sets forth the essential findings
and conclusions on which the arbitrator’s award is based.
	 
	 	(d)	 	Representation and Costs. Each party may be represented in the
arbitration by an attorney or other representative selected by the party. The Company
or subsidiary shall be responsible for its own costs, the AAA filing fee and all other
fees, costs and expenses of the arbitrator and AAA for administering the arbitration.
The claimant shall be responsible for his attorney’s or representative’s fees, if any.




11









 






	 	 	 	However, if any party prevails on a statutory claim which allows the prevailing party
costs and/or attorneys’ fees, the arbitrator may award costs and reasonable attorneys’
fees as provided by such statute.
	 
	 	(e)	 	Discovery; Location; Rules of Evidence. Discovery will be allowed to
the same extent afforded under the Federal Rules of Civil Procedure. Arbitration will
be held at a location selected by the Company. AAA rules notwithstanding, the
admissibility of evidence offered at the arbitration shall be determined by the
arbitrator who shall be the judge of its materiality and relevance. Legal rules of
evidence will not be controlling, and the standard for admissibility of evidence will
generally be whether it is the type of information that responsible people rely upon in
making important decisions.
	 
	 	(f)	 	Confidentiality. The existence, content or results of any arbitration
may not be disclosed by a party or arbitrator without the prior written consent of both
parties. Witnesses who are not a party to the arbitration shall be excluded from the
hearing except to testify.





     23. Unfunded Plan. This Plan shall be unfunded. No person shall have any rights greater than
those of a general creditor of the Company.



     24. Repricing. Except for adjustments pursuant to paragraph 17, neither the per share Option price
for any outstanding Option granted under the Plan nor the per share grant price for stock
appreciation rights granted under the Plan may be decreased after the date of grant nor may an
outstanding Option or stock appreciation right granted under the Plan or a Prior Plan be
surrendered to the Company as consideration for the grant of a new Option or stock appreciation
right with a lower exercise or grant price.



     25. Termination for Cause or Inimical Conduct. Notwithstanding any provisions of the Plan or an
award agreement to the contrary, a Participant’s Option or stock appreciation right shall be
immediately cancelled and forfeited, regardless of vesting, and any pending exercises shall be
cancelled, on the date that: (a) the Company or subsidiary terminates the Participant’s employment
for Cause, (b) the date that the Committee determines that the Participant’s employment could have
been terminated for Cause if the Company or subsidiary had all relevant facts in its possession as
of the date of the Participant’s termination, or (c) the Committee determines the Participant has
engaged in Inimical Conduct. The Committee may suspend all exercises or delivery of cash or
shares (without liability for interest thereon) pending its determination of whether the
Participant has been or should have been terminated for Cause or has engaged in Inimical Conduct.
For purposes hereof:




	 	(a)	 	“Cause” means: (1) if the Participant is subject to an employment agreement
that contains a definition of “cause,” such definition, or (2) otherwise, any of the
following as determined by the Committee: (a) violation of the provisions of any
employment agreement, non-competition agreement, confidentiality agreement, or similar
agreement with the Company or subsidiary, or the Company’s or subsidiary’s code of
ethics, as then in effect, (b) conduct rising to the level of gross negligence or
willful misconduct in the course of employment with the




12









 






	 	 	 	Company or subsidiary, (c) commission of an act of dishonesty or disloyalty involving the Company or subsidiary,
(d) violation of any federal, state or local law in connection with the Participant’s
employment, or (e) breach of any fiduciary duty to the Company or a subsidiary.
	 
	 	(b)	 	”Inimical Conduct” means any act or omission that is inimical to the best of
interests of the Company or any subsidiary, as determined by the Committee in its sole
discretion, including but not limited to: (1) violation of any employment, noncompete,
confidentiality or other agreement in effect with the Company or any subsidiary, (2)
taking any steps or doing anything which would damage or negatively reflect on the
reputation of the Company or a subsidiary, or (3) failure to comply with applicable laws relating to trade secrets, confidential information
or unfair competition.





     26. Offset. The Company shall have the right to offset, from any amount payable or stock
deliverable hereunder, any amount that the Participant owes to the Company or any subsidiary
without the consent of the Participant or any individual with a right to the Participant’s award.



     27. Severability. In the event any provision of the Plan or any award agreement is held illegal or
invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the
Plan or such award agreement, and the Plan or award agreement shall be construed and enforced as if
the said illegal or invalid provision had not been included.



     28. Code Section 409A. The provisions of Code Section 409A are incorporated herein by reference to
the extent necessary for any award that is subject to Code Section 409A to comply therewith.
Notwithstanding any provisions of the Plan, the Company does not guarantee to any Participant or
any other person with an interest in an award that any award intended to be exempt from Code
Section 409A shall be so exempt, nor that any award intended to comply with Code Section 409A shall
so comply, nor will the Company or any affiliate indemnify, defend or hold harmless any individual
with respect to the tax consequences of any such failure.




13