exv10wr



 




EXHIBIT 10.R




	 	 	 
	 	 	
Johnson Controls, Inc.
	 	 	
5757 North Green Bay Avenue
	 	 	
Post Office Box 591
	 	 	
Milwaukee, WI 53201-0591
	 	 	
Tel. 414/524 2233
	 	 	
FAX: 414/524 3311
	 	 	 
	 	 	
John M. Barth
	 	 	
President and
	 	 	
Chief Executive Officer
	 	 	 
		 	 
	 	
Mr. Giovanni Fiori
	 	
Via Riaffrico, 38
	 	 	
51016 Montecatini Terme
	 	 	
(Pistoia) ITALY
	 	 	 
	 	 	
November 21, 2002










Dear John:




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



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



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



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




          Your actual retirement date would need to be mutually agreed
upon between us no later than July 1, 2005. If you understand the
terms of this letter and are in agreement with its terms, please
sign both copies of this letter and keep one copy for your
personal files.




	 	 	 
	GIOVANNI FIORI	 	
JOHNSON CONTROLS, INC.
	 	 	 
	 	 	 
	/s/ GIOVANNI FIORI	 	
By:    /s/ JOHN M. BARTH
	 	 	 
	Date: December 4, 2002	 	
Title:   President & CEO










Attachments





 








 



	 	 	 
	 	 	
Johnson Controls, Inc.
	 	 	
5757 North Green Bay Avenue
	 	 	
Post Office Box 591
	 	 	
Milwaukee, WI 53201-0591
	 	 	
Tel. 414/524 2233
	 	 	
FAX: 414/524 3311
	 	 	 
	 	 	 
		 	 










Exhibit A




SETTLEMENT AGREEMENT




BETWEEN



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




AND



                                             , born in                    , on                              and resident at
                                                                         , — on the other part –




WHEREAS




a) There has been an employment relationship in force for an indefinite term
between                              and                              since                                               .

b) The parties have decided to mutually terminate the employment between
                             and                                       and to finally settle all outstanding
questions in relation to the same.




NOW HAVING REGARD TO ALL THE ABOVE



with a view to settling all outstanding questions as indicated above and
preventing any other question arising from the employment relationship
arising between the parties, the parties,




HEREBY AGREE AND STIPULATE AS FOLLOWS




1.   Recitals.




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




2.   Termination of employment.





 








 



A) The employment relationship between the parties will be terminated by mutual
agreement for all legal effects by virtue of the consent expressed herein on
the date hereof, i.e.                    , and waiving all reciprocal obligations relative
to notice.




B) The Company by virtue of the mutual termination of the employment undertakes
to pay to Mr.                     all the indemnities and the amounts due to him by
virtue of the termination of his employment due by law (vacation not taken,
thirteenth and fourteenth monthly salary installments, severance pay). The
latter indemnities are equal to                     gross.




C) Mr.                     simply reserves the right to carry out an accounting check upon
the exactness of the calculations relative to the indemnities and amounts due
to him at the end of his employment as soon as he has checked the relating
salary details.




3.   Incentive to leave the Company.




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




4.   Ways and terms of payment.




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




5.   Waivers.




With the full and due fulfillment of all the obligations contained in this
agreement the parties declare that they do not have anything further to claim
from each other and that they waive any claim or request in any way connected
or associated with or even caused by the employment relationship with the
manager and its termination and thus by way of example only also waive any
claim relative to a different seniority, to salary arrears of any nature and
type, to further damages also under articles 2116, 2103 and 2087 Civil Code.




In particular, Mr.                     waives any claims for compensation and thus, by way of
example only, for biological damages, damages from demotion, damage to his
personal life, damage to





 








 



health, patrimonial damage, moral damage for mobbing, both direct and indirect
past, present and future.




Finally the Company vis-à-vis such waivers, declares that it will hold Mr.
                    harmless against any liability which he may have incurred in the lawful
performance of his duties during his employment with the Company.




The fulfillment of the conditions set forth in the above points, in accordance
with the mutual intent of making this agreement a general and all inclusive
settlement, will remove the grounds for any claim past, present or future,
which is based, in any way on the relationship between the parties as indicated
above.




The lawyers of the parties sign this settlement by way of waiver to their joint
and several right under article 68 LPF.








Read Confirmed Signed.