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EXHIBIT 10.J




JOHNSON CONTROLS INTERIORS, LLC

PERT EQUALIZATION BENEFIT PLAN




 ARTICLE 1.

PURPOSE AND DURATION



Section 1.1. Purpose. The purpose of the Johnson Controls Interiors, LLC PERT
Equalization Benefit Plan is to restore certain retirement benefits to certain
participants in the Company’s savings plan whose benefits under said plan is or
will be limited by reason of Code Section 401(a)(17) and/or by reason of the
election of such employees to defer income pursuant to the Johnson Controls,
Inc. Executive Incentive Compensation Plan (Deferred Option Qualified). This
Plan is completely separate from the tax-qualified pension plans maintained by
the Company and is not funded or qualified for special tax treatment under the
Code. The Plan is intended to be an unfunded plan covering a select group of
management and highly compensated employees for purposes of ERISA.



Section 1.2. Duration of the Plan. The Plan became effective as of January 1,
1999, and was most recently amended and restated effective October 1, 2003.
The provisions of the Plan as amended and restated apply to each individual
with an interest hereunder on or after October 1, 2003. The Plan shall remain
in effect until terminated by the Board pursuant to Article 8.




ARTICLE 2.

DEFINITIONS AND CONSTRUCTION



Section 2.1. Definitions. Wherever used in the Plan, the following terms shall
have the meanings set forth below and, where the meaning is intended, the
initial letter of the word is capitalized:




     (a) “Account” means the record keeping account or accounts maintained to
record the interest of each Participant under the Plan. An Account is
established for record keeping purposes only and not to reflect the physical
segregation of assets on the Participant’s behalf, and may consist of such
subaccounts or balances as the Administrator may determine to be necessary or
appropriate.




     (b) “Administrator” means the Employee Benefits Policy Committee of JCI.




     (c) “Code” means the Internal Revenue Code of 1986, as interpreted by
regulations and rulings issued pursuant thereto, all as amended and in effect
from time to time. Any reference to a specific provision of the Code shall be
deemed to include reference to any successor provision thereto.




     (d) “Committee” means the Compensation Committee of the Board of Directors
of Johnson Controls, Inc.




     (e) “Company” means Johnson Controls Interiors, LLC, a wholly-owned
subsidiary of JCI, or any successor thereto.





 








 



     (f) “ERISA” means the Employee Retirement Income Security Act of 1974, as
interpreted by regulations and rulings issued pursuant thereto, all as amended
and in effect from time to time. Any reference to a specific provision of
ERISA shall be deemed to include reference to any successor provision thereto.




     (g) “Exchange Act” means the Securities Exchange Act of 1934, as
interpreted by regulations and rules issued pursuant thereto, all as amended
and in effect from time to time. Any reference to a specific provision of the
Exchange Act shall be deemed to include reference to any successor provision
thereto.




     (h) “Fair Market Value” means with respect to a Share, except as otherwise
provided herein, the closing sales price of a Share on the New York Stock
Exchange as of 4:00 p.m. EST on the date in question (or the immediately
preceding trading day if the date in question is not a trading day), and with
respect to any other property, such value as is determined by the
Administrator.




     (i) “Incentive Plan” means the Johnson Controls, Inc. Executive Incentive
Compensation Plan (Deferred Option Qualified) as from time to time amended and
in effect and any successor to such plan maintained by JCI or any successor or
affiliate of JCI.




     (j) “Investment Options” means the investment options offered under the
Johnson Controls Inc. Savings and Investment (401k) Plan (excluding the JCI
stock fund) or any successor plan thereto, the Share Unit Account, and any
other alternatives made available by the Administrator, which shall be used for
the purpose of measuring hypothetical investment experience attributable to a
Participant’s Account.




     (k) “JCI” means Johnson Controls, Inc. or any successor thereto.




     (l) “Participant” means an employee of the Company or a subsidiary who is
a participant in the PERT, and whose benefits under the PERT are limited as
described in Section 1.1; provided that the Committee shall limit the foregoing
group of eligible employees to a select group of management and highly
compensated employees, as determined by the Committee in accordance with ERISA.
Where the context so requires, a Participant also means a former employee
entitled to receive a benefit hereunder.




     (m) “PERT” means the Johnson Controls Interiors PERT Plan and any
successor to such plan maintained by the Company or any successor or affiliate
of the Company.




     (n) “Share” means a share of common stock of Johnson Controls, Inc.




     (o) “Share Unit Account” means the account described in Section 4.4, which
is deemed invested in Shares.




     (p) “Share Units” means the hypothetical Shares that are credited to the
Share Unit Accounts in accordance with Section 4.4.





 








 



     (q) “Valuation Date” means each day when the United States financial
markets are open for business, as of which the Administrator will determine the
value of each Account and will make allocations to Accounts.



Section 2.2. Construction. Wherever any words are used in the masculine, they
shall be construed as though they were used in the feminine in all cases where
they would so apply; and wherever any words are used in the singular or the
plural, they shall be construed as though they were used in the plural or the
singular, as the case may be, in all cases where they would so apply. Titles
of articles and sections are for general information only, and the Plan is not
to be construed by reference to such items.



Section 2.3. Severability. In the event any provision of the Plan is held
illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.




ARTICLE 3.

ADMINISTRATION



Section 3.1. General. The Committee shall have overall authority with respect
to administration of the Plan, provided that the Administrator shall have
responsibility for the general operation and daily administration of the Plan
as specified herein. If at any time the Committee shall not be in existence,
then the administrative functions of the Committee shall be assumed by the
Board (with the assistance of the Administrator), and any references herein to
the Committee shall be deemed to include references to the Board.



Section 3.2. Authority and Responsibility. In addition to the authority
specifically provided herein, the Committee and the Administrator shall have
the discretionary authority to take any action or make any determination it
deems necessary for the proper administration of the Plan with respect to its
respective duties, including but not limited to the power and authority to: (a)
prescribe rules and regulations for the administration of the Plan; (b)
prescribe forms for use with respect to the Plan; (c) interpret and apply all
of the Plan’s provisions, reconcile inconsistencies or supply omissions in the
Plan’s terms; (d) make appropriate determinations, including factual
determinations, and calculations; and (e) prepare all reports required by law.
Any action taken by the Committee shall be
controlling over any contrary action of the Administrator. The Committee or
Administrator may delegate its ministerial duties to a third party and to the
extent of such delegation, references to the Committee or Administrator
hereunder shall mean such delegee.



Section 3.3. Decisions Binding. The Committee’s and the Administrator’s
determinations shall be final and binding on all parties with an interest
hereunder, unless determined to be arbitrary and capricious.



Section 3.4. Procedures for Administration. The Committee’s determinations
must be made by not less than a majority of its members present at the meeting
(in person or otherwise) at which a quorum is present, or by written majority
consent, which sets forth the action, is signed by the members of the Committee
and filed with the minutes for proceedings of the Committee. A majority of the
entire Committee shall constitute a quorum for the transaction of business.





 








 


Service on the Committee shall constitute service as a director of the Company
so that the Committee members shall be entitled to indemnification, limitation
of liability and reimbursement of expenses with respect to their Committee
services to the same extent that they are entitled under the Company’s By-laws
and applicable state law for their services as directors of the Company. The
Administrator’s determinations shall be made in accordance with procedures it
establishes.



Section 3.5. Restrictions to Comply with Applicable Law. Notwithstanding any
other provision of the Plan to the contrary, the Company shall have no
liability to make any payment unless such payment would comply with all
applicable laws and the applicable requirements of any securities exchange or
similar entity. In addition, transactions under the Plan are intended to
comply with all applicable conditions of Rule 16b-3 under the Exchange Act.
The Committee and the Administrator shall administer the Plan so that
transactions under the Plan will be exempt from or comply with Section 16 of
the Exchange Act, and shall have the right to restrict or rescind any
transaction, or impose other rules and requirements, to the extent it deems
necessary or desirable for such exemption or compliance to be met.




ARTICLE 4.

PERT PLAN SUPPLEMENT



Section 4.1. Crediting of Account. For each plan year of the PERT beginning
on or after January 1, 1999, each Participant’s Account shall be credited as of
December 31 of such year with an amount equal to the sum of:




     (a) the difference between (1) the percentage used for the “base” Company
profit-sharing contribution for such year multiplied by the Participant’s
compensation under the PERT assuming compensation is not limited by application
of Code Section 401(a)(17) for such year and all bonus amounts awarded to the
Participant for the year under the Incentive Plan had been
paid to the Participant as current compensation, and (2) the amount of
“base” Company profit-sharing contributions actually credited to the
Participant under the PERT, and




     (b) the difference between (1) the percentage used for the “excess”
Company profit-sharing contribution for such year multiplied by the lesser of
(A) $225,000, and (B) the Participant’s compensation under the PERT assuming
compensation is not limited by application of Code Section 401(a)(17) for such
year and all bonus amounts awarded to the Participant for the year under the
Incentive Plan had been paid to the Participant as current compensation, and
(2) the amount of “excess” Company profit-sharing contributions actually
credited to the Participant under the PERT;



provided the Participant has met the eligibility requirements to receive a
Company profit-sharing contribution under the PERT for such year.



Section 4.2. Vesting. The Participant’s Account shall become vested only if
the Participant retires or otherwise terminates employments with the Company
(and its affiliates) on or after the Participant’s attainment of age fifty-five
(55) and on or after the date on which the Participant has completed ten (10)
years of service (defined in the same manner as vesting service is defined
under the PERT). Notwithstanding the foregoing, the vesting requirements shall
not apply to a





 








 


Participant who entered the Plan on January 1, 1999. In the
event the Participant’s employment is terminated prior to meeting the vesting
requirements of this Section 4.2, no benefits shall be payable from this Plan.



Section 4.3. Investment Election. Amounts credited to a Participant’s Account
shall reflect the investment experience of the Investment Options selected by
the Participant. The Participant may make an initial investment election at the
time of enrollment in the Plan (or with respect to a Participant who has an
Account balance on the restatement effective date, within such period of time
after such effective date as is specified by the Administrator) in whole
increments of one percent (1%). A Participant may also elect to reallocate his
or her Account, and may elect to allocate any future deferrals, among the
various Investment Options in whole increments of one percent (1%) from time to
time as prescribed by the Administrator. Such investment elections shall
remain in effect until changed by the Participant. All investment elections
shall become effective as soon as practicable after receipt of such election,
and must be made in the form and manner and within such time periods as the
Administrator may prescribe in order to be effective. In the absence of an
effective election, the Participant’s Account shall be deemed invested in the
default fund under the Johnson Controls, Inc. Savings and Investment (401k)
Plan (or any successor plan thereto). Deferrals will be deemed invested in an
Investment Option as of the date on which the deferrals are allocated pursuant
to Section 4.1.



On each Valuation Date, the Administrator or its designee shall credit the
deemed investment experience with respect to the selected Investment Options to
each Participant’s Account.



Notwithstanding anything herein to the contrary, the Company retains the right
to allocate actual amounts hereunder without regard to a Participant’s request.



Section 4.4. Valuation of Share Unit Account. When any amounts are to be
allocated to a Share Unit Account (whether in the form of deferrals or amounts
that are deemed transferred from another Investment Option), such amount shall
be converted to whole and fractional Share Units, with fractional units
calculated to three decimal places, by dividing the amount to be allocated by
the Fair Market Value of a Share on the effective date of such allocation. If
any dividends or other distributions are paid on Shares while a Participant has
Share Units credited to his Account, such Participant shall be credited with a
dividend award equal to the amount of the cash dividend paid or Fair Market
Value of other property distributed on one Share, multiplied by the number of
Share Units credited to his Share Unit Account on the date the dividend is
declared. The dividend award shall be converted into additional Share Units as
provided above using the Fair Market Value of a Share on the date the dividend
is paid or distributed. Any other provision of this Plan to the contrary
notwithstanding, if a dividend is declared on Shares in the form of a right or
rights to purchase shares of capital stock of the Company or any entity
acquiring the Company, no additional Share Units shall be credited to the
Participant’s Share Unit Account with respect to such dividend, but each Share
Unit credited to a Participant’s Share Unit Account at the time such dividend
is paid, and each Share Unit thereafter credited to the Participant’s Share
Unit Account at a time when such rights are attached to Shares, shall
thereafter be valued as of any point in time on the basis of the aggregate of
the then Fair Market Value of one Share plus the then Fair Market Value of such
right or rights then attached to one Share.





 








 





Section 4.5. Payment of Benefits.




     (a) Subject to the provisions of subsection (b), a Participant, at the
time he commences participation in the Plan, shall make a distribution election
with respect to his Account in such form and manner and within such time
periods as the Administrator may prescribe. The election shall specify whether
distributions shall be made in a single lump sum or in annual installments of
from two (2) to ten (10) years.




     (b) A distribution election shall be effective only when it is received
and approved by the Administrator, and shall remain in effect until modified by
the Participant. A Participant may from time to time modify his distribution
election by completing a revised distribution election, in such form and manner
and within such time periods as the Administrator may prescribe. The
Administrator may refuse to honor a distribution election that is not completed
in the manner and in such time as is prescribed by the Administrator. If no
valid election is in effect, distributions shall be made in ten (10) annual
installments.




     (c) Notwithstanding subsections (a) and (b), a Participant who is employed
by the Company or its affiliates on the restatement effective date may make an
election as described above, and such election shall become immediately
effective on the date received by the Administrator, provided the election is
received by the Administrator within thirty (30) days after the election is
made available to currently employed Participants. Any change in such election
shall be governed by the provisions of subsection (b).




     (d) Payment of the amounts credited to a Participant’s Account hereunder
shall be paid as follows:




(1) If payment is to be made in a lump sum, payment shall be made
in the first calendar quarter of the year immediately following the
year of the Participant’s termination of employment with the
Company and its affiliates (or on such earlier date after the
Participant’s termination of employment as is approved by the
Committee with respect to Participants who are subject to Section
16(b) of the Exchange Act, or approved by the Administrator with
respect to all other Participants). Payment shall be made in an
amount equal to the vested balance of the Participant’s Account as
of the Valuation Date immediately preceding the distribution date.




(2) If payment is to be made in annual installments, the first
annual payment shall be made in the first calendar quarter of the
year following the year of the Participant’s termination of
employment with the Company and its affiliates (or on such earlier
date after the Participant’s termination of employment as is
approved by the Committee with respect to Participants who are
subject to Section 16(b) of the Exchange Act, or approved by the
Administrator with respect to all other Participants), and shall be
in an amount equal to the value of 1/10th (or 1/9th, 1/8th, 1/7th,
etc. depending on the number of installments elected) of the vested
balance of the Participant’s Account as of the Valuation Date
immediately preceding the distribution date. A second annual
payment shall be made in the first calendar quarter of the second
year after the year of the





 








 



Participant’s termination of employment
with the Company and its affiliates (or on such earlier date as is
approved by the Committee with respect to Participants who are
subject to Section 16(b) of the Exchange Act, or approved by the
Administrator with respect to all other Participants), and shall be
in an amount equal to the value of 1/9th (or 1/8th, 1/7th, 1/6th,
etc. depending on the number of installments elected) of the vested
balance of the Participant’s Account as of the Valuation Date
immediately preceding the distribution date. Each succeeding
installment payment (if any) shall be determined in a similar
manner, until the final installment which shall equal the then
remaining vested balance of such account as of the Valuation Date
immediately preceding the final distribution date. Notwithstanding
the foregoing provisions, if the balance of a Participant’s Account
at any time is less than $50,000 during the payout period, the
remaining balance shall immediately be paid in the form of a lump
sum.




(3) Notwithstanding the foregoing, if the distribution under this
Section 4.5 is made within six (6) months after the Participant
ceases to be subject to Section 16(b) of the Exchange Act, then the
distribution shall be delayed until the date that is six (6) months
plus one day after the date such Participant ceases to be subject
to Section 16(b), unless the distribution is approved in advance by
the Committee or the distribution will not result in any liability
to the Participant under Section 16(b).



Section 4.6. Distribution in Event of Financial Emergency. If requested by a
Participant while employed by the Company or an affiliate and if the
Administrator determines that a financial emergency has occurred in the
financial affairs of the Participant, all or part of the Participant’s vested
Account may be paid out to the Participant at the sole discretion of the
Administrator in a cash lump sum or in such installment payments as the
Administrator may specify. The amount to be distributed to the Participant
shall only be such amount as is needed to alleviate the Participant’s financial
hardship.



Section 4.7. Death Benefit. Each Participant may designate a beneficiary in
such form and manner and within such time periods as the Administrator may
prescribe. In the event of the Participant’s death prior to receiving all
payments due from his vested Account hereunder, the remaining interest shall be
paid to the Participant’s beneficiary in a lump sum, unless the Committee (with
respect to Participants who are subject to Section 16(b) of the Exchange Act)
or Administrator (with respect to all other Participants) determines that
payments may continue in accordance with the distribution election in effect at
the time of the Participant’s death. A Participant can change his beneficiary
designation at any time, provided that each beneficiary designation shall
revoke the most recent designation, and the last designation received by the
Company (or its delegee) while the Participant was alive shall be given effect.
If a Participant designates a beneficiary without providing in the designation
that the beneficiary must be living at the time of each distribution, the
designation shall vest in the beneficiary all of the distribution whether
payable before or after the beneficiary’s death, and any distributions
remaining upon the beneficiary’s death shall be made to the beneficiary’s
estate. In the event there is no valid beneficiary designation in effect at
the time of the Participant’s death, in the event the Participant’s designated
beneficiary does not survive the Participant, or in the event that the
beneficiary designation provides that the Beneficiary must be living at the
time of each



 








 




distribution and such designated Beneficiary does not survive to a
distribution date, the Participant’s estate will be deemed the Beneficiary and
will be entitled to receive payment. If a Participant designates his spouse as
a beneficiary, such beneficiary designation automatically shall become null and
void on the date of the Participant’s divorce or legal separation from such
spouse, provided the Administrator has notice of such divorce or legal
separation prior to payment.




 ARTICLE 5.

PLAN ACCOUNTS



Section 5.1. Establishment of Accounts. The Company shall establish book
keeping reserve Accounts on behalf of each Participant with respect to the
benefit offered under this Plan.



Section 5.2. Administration of Accounts. Each Account will be administered as
follows:




     (a) The Account shall serve solely as a device for determining the amount
of the accrued deferred liability for the benefit payments provided herein, and
shall not constitute or be treated as a trust fund of any kind, it being
expressly provided that the amounts credited to the Account shall be and remain
the sole property of the Company and that no Participant shall have any
proprietary rights of any nature whatsoever with respect thereto or with
respect to any investments the Company may make to aid it in meeting its
obligations hereunder.




     (b) No funds or other assets of the Company shall be segregated and
attributable to the amounts that may from time to time be credited to the
Accounts. Benefit payments under the Plan shall be made from the general
assets of the Company at the time any such payment becomes due and payable. To
the extent that any person acquires a right to receive payments from the
Company hereunder, such right shall be no greater than the right of an
unsecured creditor.




ARTICLE 6.

NON-ALIENATION OF PAYMENTS




          Except as specifically provided herein, benefits payable under the Plan
shall not be subject in any manner to alienation, sale, transfer, assignment,
pledge, attachment, garnishment or encumbrance of any kind. Any attempt to
alienate, sell, transfer, assign, pledge or otherwise encumber any such benefit
payment, whether currently or thereafter payable, shall not be recognized by
the Administrator or the Company. Any benefit payment due hereunder shall not
in any manner be liable for or subject to the debts or liabilities of any
Participant or other person entitled thereto. If any such person shall attempt
to alienate, sell, transfer, assign, pledge or encumber any benefit payments to
be made to that person under the Plan or any part thereof, or if by reason of
such person’s bankruptcy or other event happening at any time, such payments
would devolve upon anyone else or would not be enjoyed by such person, then the
Administrator, in its discretion, may terminate such person’s interest in any
such benefit payment, and hold or apply it to or for the benefit of that
person, the spouse, children or other dependents thereof, or any of them, in
such manner as the Administrator deems proper.




ARTICLE 7.

LIMITATION OF RIGHTS AGAINST THE COMPANY





 








 



          Participation in this Plan, or any modifications thereof, or the payments
of any benefits hereunder, shall not be construed as giving to any person any
right to be retained in the service of the Company, limiting in any way the
right of the Company to terminate such person’s employment at any time,
evidencing any agreement or understanding that the Company will employ such
person in any particular position or at any particular rate of compensation or
guaranteeing such person any right to receive any other form or amount of
remuneration from the Company.




 ARTICLE 8.

AMENDMENT OR TERMINATION



Section 8.1. Amendment or Termination. The Committee may amend or terminate this Plan at any time, provided that,
except as provided in Section 9.3, no such amendment or modification shall
adversely affect the rights of any Participant, spouse or other beneficiary
then receiving benefits under this Plan or deprive any such person of the right
to receive amounts previously credited to the Participant’s Account (except as
such account balance may be reduced as a result of investment losses allocable
to such Account), unless the Company shall have substituted therefor an
equivalent amount of immediate or deferred compensation under some other plan,
program or individual agreement with such individual. In addition, the
Administrator may at any time amend the Plan to make administrative changes and
changes necessary to comply with applicable law.



Section 8.2. Termination; Change of Control. Notwithstanding the foregoing,
the Committee may take the following actions without obtaining the consent of
any Participant, spouse or Beneficiary:




     (a) In the event of the Plan’s termination, the Committee may provide that
all amounts accrued to the date of termination be distributed to all
Participants, their spouses or beneficiaries, as applicable, in a single sum
payment as soon as practicable after the date of termination or on such other
date as is specified by the Committee, regardless of any distribution election
then in effect.




     (b) The Committee may amend the provisions of Article 9 prior to the
effective date of a Change of Control.




ARTICLE 9.

SPECIAL RULES APPLICABLE IN THE EVENT OF A

CHANGE OF CONTROL OF THE COMPANY



Section 9.1. Acceleration of Payments. Notwithstanding any other provision of
this Plan, all amounts credited to a Participant’s Account under the Plan shall
vest immediately and be paid to the Participant, spouse or beneficiary entitled
thereto, in a lump sum in cash within 30 days after a Change of Control.



Section 9.2. Definition of a Change of Control. A “Change of Control” shall
mean any of the following events:





 








 



     (a) The acquisition, other than from JCI, by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act)
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either:




(1) The then outstanding shares of common stock of JCI (the
“Outstanding JCI Common Stock”) or




(2) The combined voting power of the then outstanding voting
securities of JCI entitled to vote generally in the election of
directors (the “JCI Voting Securities”)




          provided, however, that any acquisition by (x) JCI or any of its
subsidiaries, or any employee benefit plan (or related trust) sponsored or
maintained by JCI 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 JCI Stock and JCI Voting Securities immediately prior to
such acquisition in substantially the same proportion as their ownership,
immediately prior to such acquisition, of the Outstanding JCI Common Stock and
JCI Voting Securities, as the case may be, shall not constitute a Change of
Control; or




     (b) Individuals who, as of May 24, 1989, constitute the Board of Directors
of JCI (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 May 24, 1989, whose election or nomination for election by JCI’s
shareholders 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 JCI (as such terms are used in Rule 14a-ll of
Regulation l4A promulgated under the Exchange Act); or




     (c) Consummation of a reorganization, merger or consolidation (a “Business
Combination”), in each case, with respect to which all or substantially all of
the individuals and entities who were the respective beneficial owners of the
Outstanding JCI Common Stock and JCI 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 corporation resulting from such
Business Combination in substantially the same proportion as their ownership
immediately prior to such Business Combination of the Outstanding JCI Common
Stock and JCI Voting Securities, as the case may be; or




     (d) A complete liquidation or dissolution of JCI or sale or other
disposition of all or substantially all of the assets of JCI 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 JCI
Common Stock and JCI 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.



Section 9.3. Maximum Payment Limitations.




     (a) Limit
on Payments. Except as provided in subsection (b) below, if any
portion of the payments or benefits described in this Plan or under any other
agreement with or plan of the Company or an affiliate (in the aggregate, “Total
Payments”), would constitute an “excess parachute payment”, then the Total
Payments to be made to the Participant shall be reduced such that the value of
the aggregate Total Payments that the Participant is entitled to receive shall
be one dollar ($1) less than the maximum amount which the Participant may
receive without becoming subject to the tax imposed by Section 4999 of the Code
or which the Company may pay without loss of deduction under Section 280G(a) of
the Code; provided that this Section shall not apply in the case of a
Participant who has in effect a valid employment contract providing that the
Total Payments to the Participant shall be determined without regard to the
maximum amount allowable under Section 280G of the Code. The terms “excess
parachute payment” and “parachute payment” shall have the meanings assigned to
them in Section 280G of the Code, and such “parachute payments” shall be valued
as provided therein. Present value shall be calculated in accordance with
Section 280G(d)(4) of the Code. Within forty (40) days following delivery of
notice by the Company to the Participant of its belief that there is a payment
or benefit due the Participant which will result in an excess parachute
payment, the Participant and the Company, at the Company’s expense, shall
obtain the opinion (which need not be unqualified) of nationally recognized tax
counsel selected by the Company’s independent auditors and acceptable to the
Participant in his sole discretion (which may be regular outside counsel to the
Company), which opinion sets forth (A) the amount of the Base Period Income,
(B) the amount and present value of Total Payments and (C) the amount and
present value of any excess parachute payments determined without regard to the
limitations of this Section. As used in this Section, the term “Base Period
Income” means an amount equal to the Participant’s “annualized includible
compensation for the base period” as defined in Section 280G(d)(1) of the Code.
For purposes of such opinion, the value of any noncash benefits or any
deferred payment or benefit shall be determined by the Company’s independent
auditors in accordance with the principles of Sections 280G(d)(3) and (4) of
the Code, which determination shall be evidenced in a certificate of such
auditors addressed to the Company and the Participant. Such opinion shall be
addressed to the Company and the Participant and shall be binding upon the
Company and the Participant. If such opinion determines that there would be an
excess parachute payment, the payments hereunder that are includible in Total
Payments or any other payment or benefit determined by such counsel to be
includible in Total Payments shall be reduced or eliminated as specified by the
Participant in writing delivered to the Company within thirty days of his
receipt of such opinion or, if the Participant fails to so notify the Company,
then as the Company shall reasonably determine, so that under the bases of
calculations set forth in such opinion there will be no excess parachute
payment. If such legal counsel so requests in connection with the





 








 


opinion
required by this Section, the Participant and the Company shall obtain, at the
Company’s expense, and the legal counsel may rely on in providing the opinion,
the advice of a firm of recognized executive compensation consultants as to the
reasonableness of any item of compensation to be received by
the Participant. If the provisions of Sections 280G and 4999 of the Code
are repealed without succession, then this Section shall be of no further force
or effect.




     (b) Employment
Contract Governs. The provisions of subsection (a) above
shall not apply to a Participant whose employment is governed by an employment
contract that provides for Total Payments in excess of the limitation described
in subsection (a) above.




ARTICLE 10.

ERISA PROVISIONS



Section 10.1. Claims Procedures.




     (a) Initial Claim. If a Participant, spouse or beneficiary (the
“claimant”) believes that he is entitled to a benefit under the Plan that is
not provided, the claimant or his legal representative shall file a written
claim for such benefit with the Administrator. The Administrator shall review
the claim within 90 days following the date of receipt of the claim; provided
that the Administrator may determine that an additional 90-day extension is
necessary due to circumstances beyond the Administrator’s control, in which
event the Administrator shall notify the claimant prior to the end of the
initial period that an extension is needed, the reason therefor and the date by
which the Administrator expects to render a decision. If the claimant’s claim
is denied in whole or part, the Administrator shall provide written notice to
the claimant of such denial. The written notice shall include the specific
reason(s) for the denial; reference to specific Plan provisions upon which the
denial is based; a description of any additional material or information
necessary for the claimant to perfect the claim and an explanation of why such
material or information is necessary; and a description of the Plan’s review
procedures (as set forth in subsection (b)) and the time limits applicable to
such procedures, including a statement of the claimant’s right to bring a civil
action under section 502(a) of ERISA following an adverse determination upon
review. If the claimant does not receive a written decision within the time
period(s) described above, the claim shall be deemed denied on the last day of
such period(s).




     (b) Request for Appeal. The claimant has the right to appeal the
Administrator’s decision by filing a written appeal to the Committee within 60
days after claimant’s receipt of the decision or deemed denial. The claimant
will have the opportunity, upon request and free of charge, to have reasonable
access to and copies of all documents, records and other information relevant
to the claimant’s appeal. The claimant may submit written comments, documents,
records and other information relating to his claim with the appeal. The
Committee will review all comments, documents, records and other information
submitted by the claimant relating to the claim, regardless of whether such
information was submitted or considered in the initial claim determination.
The Committee shall make a determination on the appeal within 60 days after
receiving the claimant’s written appeal; provided that the Committee may
determine that an additional 60-day extension is necessary due to circumstances
beyond the Committee’s control, in which event the Committee shall notify the
claimant prior to the end of the initial period that an extension is needed,
the reason therefor and the date by which the Committee expects to render a
decision. If the claimant’s appeal is denied in whole or part, the Committee
shall





 








 


provide written notice to the claimant of such denial. The written notice shall
include the specific reason(s) for the denial; reference to specific Plan
provisions upon which the denial is based; a statement that the claimant is
entitled to receive, upon request and free of charge, reasonable access to and
copies of all documents, records, and other information relevant to the
claimant’s claim; and a statement of the claimant’s right to bring a civil
action under section 502(a) of ERISA. If the claimant does not receive a
written decision within the time period(s) described above, the appeal shall be
deemed denied on the last day of such period(s).



Section 10.2. ERISA Fiduciary. For purposes of ERISA, the Committee shall be
considered the named fiduciary under the Plan and the plan administrator.




ARTICLE 11.

TAX WITHHOLDING




          The Company shall have the right to deduct from any payment made hereunder
or from any other payments due a Participant, any foreign, federal, state, or
local taxes required by law to be withheld with respect to such cash payments,
any deferrals or the vesting of any amounts hereunder.




ARTICLE 12.

OFFSET




          The Company shall have the right to offset from the benefits payable
hereunder any amount that the Participant owes to the Company or any subsidiary
without the consent of the Participant (or his spouse or beneficiary, in the
event of the Participant’s death).




ARTICLE 13.

SUCCESSORS




          All obligations of the Company under the Plan shall be binding on any
successor to the Company, whether the existence of such successor is the result
of a direct or indirect purchase, merger, consolidation or otherwise, of all or
substantially all of the business and/or assets of the Company.




ARTICLE 14.

DISPUTE RESOLUTION



Section 14.1. Governing Law. This Plan is intended to be a plan of deferred
compensation maintained for a select group of management or highly compensated
employees as that term is used in ERISA, and shall be interpreted so as to
comply with the applicable requirements thereof. In all other respects, the
Plan is to be construed and its validity determined according to the laws of
the State of Wisconsin to the extent such laws are not preempted by federal
law.



Section 14.2. Limitation on Actions. Any action or other legal proceeding
under ERISA with respect to the Plan may be brought only after the claims and
appeals procedures of Article 10 are exhausted and only within the period
ending on the earlier of (i) one year after the date the claimant receives
notice of a denial or deemed denial upon appeal under Section 10.1(b), or (ii)
the expiration of the applicable statute of limitations period under applicable
federal law. Any





 








 


action or other legal proceeding not adjudicated under ERISA
must be arbitrated in accordance with the provisions of Section 14.3.



Section 14.3. Arbitration.




     (a) Application. Notwithstanding any employee agreement in effect between
a Participant and the Company or any affiliate employer, if a Participant,
spouse or beneficiary brings a claim that relates to benefits under this Plan
that is not covered under ERISA, and regardless of the basis of the claim
(including but not limited to, actions under Title VII, wrongful discharge,
breach of employment agreement, etc.), such claim shall be settled by final
binding arbitration in accordance with the rules of the American Arbitration
Association (“AAA”) and judgment upon the award rendered by the arbitrator may
be entered in any court having jurisdiction thereof.




     (b) 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 Interiors, LLC

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.




     (c) Compliance with Personnel Policies. Before proceeding to arbitration
on a complaint, the Participant, spouse or beneficiary must initiate and
participate in any complaint resolution procedure identified in the Company’s
or affiliate’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 affiliate complaint resolution procedure has been completed.




     (d) 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 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.





 








 



     (e) Representation and Costs. Each party may be represented in the
arbitration by an attorney or other representative selected by the party. The
Company or affiliate 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/her
attorney’s or representative’s fees, if any. 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.




     (f) 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.




     (g) 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.