exv10ws



 





Exhibit 10.S




JOHNSON CONTROLS, INC.

EXECUTIVE DEFERRED COMPENSATION PLAN




ARTICLE 1.

PURPOSE AND DURATION




     Section 1.1.  Purpose. The Johnson Controls, Inc. Executive Deferred Compensation
Plan (the “Plan”) permits certain employees of the Company and its Affiliates to defer amounts
otherwise payable or shares deliverable under separate bonus or equity plans or programs maintained
by the Company or an Affiliate.



     Section 1.2.  Duration. The Plan was originally effective on October 1, 2001, as
a consolidation of the deferral features of various separate plans. The Plan is amended and
restated effective as of January 1, 2008. The Plan shall remain in effect until terminated by the
Board pursuant to Section 9.6.



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) “Act” means the Securities Act of 1933, 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 Act shall be deemed to include reference to any successor provision thereto.



     (c) “Administrator” means the Employee Benefits Policy Committee of the Company.



     (d) “Affiliate” means each entity that is required to be included in the Company’s controlled
group of corporations within the meaning of Code Section 414(b), or that is under common control
with the Company within the meaning of Code Section 414(c); provided that for purposes of
determining when a Participant has incurred a Separation from Service, the phrase “at least 50
percent” shall be used in place of the phrase “at least 80 percent” in each place that phrase
appears in the regulations issued thereunder.



     (e) “Beneficiary” means the person(s) or entity(ies) designated by a Participant to be his
beneficiary for purposes of this Plan as provided in Section 9.2.



 









 





     (f) “Board” means the Board of Directors of the Company.



     (g) “Change of Control” has the meaning ascribed in Section 8.3.



     (h) “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.



     (i) “Committee” means the Compensation Committee of the Board, which shall consist of not less
than two members of the Board, each of whom is also a director of the Company and qualifies as a
“non-employee director” for purposes of Rule 16b-3 of the Exchange Act.



     (j) “Company” means Johnson Controls, Inc., and its successors as provided in Section 9.8.



     (k) “Deferral” means the amount credited, in accordance with a Participant’s election or as
required by the Plan, to the Participant’s Account in lieu of the payment in cash thereof, or the
issuance of Shares with respect thereto. Deferrals include the following:




	 	(1)	 	Annual Incentive Deferrals: A deferral of all or a portion of
a Participant’s performance cash award under the Johnson Controls, Inc. Annual
Incentive Performance Plan (or any successor plan thereto) and, with the
consent of the Administrator, any other annual bonus plan maintained by the
Company or an Affiliate.
	 
	 	(2)	 	Long-Term Incentive Deferrals: A deferral of all or a portion
of a Participant’s performance cash award under the Johnson Controls, Inc.
Long-Term Incentive Performance Plan (or any successor plan thereto) and, with
the consent of the Administrator, any other multi-year bonus plan maintained by
the Company or an Affiliate.
	 
	 	(3)	 	Share Deferrals: On or before December 31, 2007, a deferral of
the Shares that would have otherwise been issued to a Participant in the form
of restricted stock under any plan of the Company providing for the grant of
restricted stock. Effective January 1, 2008, Share Deferrals are not permitted
under the Plan.
	 
	 	(4)	 	Deferred Restricted Stock Dividends: A deferral of the
dividends paid on restricted shares granted under any plan of the Company while
such shares are subject to a period of restriction.





     (l) “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.



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     (m) “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.



     (n) “Fair Market Value” means with respect to a Share, except as otherwise provided herein,
the closing sales price 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.



     (o) “Investment Options” means the investment options offered under the Johnson Controls
Savings and Investment (401k) Plan (excluding the Company 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.



     (p) “Participant” means an employee of the Company or any Affiliate who is employed in the
United States and is participating in the Company’s Stock Ownership Program, and any other employee
of the Company or any Affiliate who is selected for participation under a Company or Affiliate plan
described in paragraph (k) and who is offered the ability (or is required) to make Deferrals
hereunder. Notwithstanding the foregoing, 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.



     (q) “Plan Year” means the fiscal year of the Company.



     (r) “Separation from Service” means a Participant’s cessation of service for the Company and
all Affiliates within the meaning of Code Section 409A, including the following rules:




	 	(1)	 	If a Participant takes a leave of absence from the Company or
an Affiliate for purposes of military leave, sick leave or other bona fide
leave of absence, the Participant’s employment will be deemed to continue for
the first six (6) months of the leave of absence, or if longer, for so long as
the Participant’s right to reemployment is provided by either by statute or by
contract; provided that if the leave of absence is due to the Participant’s
medically determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period of six (6)
months or more, and such impairment causes the Participant to be unable to
perform the duties of his position with the Company or an Affiliate or a
substantially similar position of employment,
then the leave period may be extended for up to a total of twenty-nine (29)
months. If the period of the leave exceeds the time periods set forth above
and the Participant’s right to reemployment is not provided by either




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	 	 	 	statute or contract, the Participant will be considered to have incurred a
Separation from Service on the first day following the time periods set
forth above.






	 	(2)	 	A Participant will be presumed to have incurred a Separation
from Service when the level of bona fide services performed by the Participant
for the Company and its Affiliates permanently decreases to a level equal to
20% or less of the average level of services performed by the Participant for
the Company or its Affiliates during the immediately preceding thirty-six (36)
month period (or such lesser period of service).
	 
	 	(3)	 	The Participant will be presumed not to have incurred a
Separation from Service while the Participant continues to provide bona fide
services to the Company or an Affiliate in any capacity (whether as an employee
or independent contractor) at a level that is at least 50% or more of the
average level of services performed by the Participant for the Company or its
Affiliates during the immediately preceding thirty-six (36) month period (or
such lesser period of service).





     (s) “Share” means a share of common stock of the Company.



     (t) “Share Unit Account” means the account described in Article 7, which is deemed invested in
Shares.



     (u) “Share Units” means the hypothetical Shares that are credited to the Share Unit Account in
accordance with Article 7.



     (v) “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 use 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.



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ARTICLE 3.

PARTICIPATION




     Section 3.1.  Effective Date. Each individual for whom an Account is maintained
under the Plan as of December 31, 2007, shall continue in participation hereunder on January 1,
2008.



     Section 3.2.  New Participants. Each employee of the Company or an Affiliate
shall automatically become a Participant on the date he makes (or is deemed to make) a deferral
election under Article 4.



ARTICLE 4.

DEFERRALS OF COMPENSATION




     Section 4.1.  Annual Incentive Deferrals. A Participant may elect during the
first 180 days of the performance period for which an annual incentive award is made, to have all
or a part of the amount payable under his annual incentive award (but not less than $1,000)
deferred under this Plan. A Participant’s election to defer an annual incentive award payment
shall be effective only for the award to which the election relates, and shall not carry over from
award to award. Notwithstanding the foregoing, if the Administrator determines that an annual
incentive award does not qualify as performance-based compensation within the meaning of Code
Section 409A, or determines that at the time of the election described above the compensation
payable under such award will be readily ascertainable, then the Administrator may specify an
earlier election period consistent with the requirements of Code Section 409A. As of the end of
the election period, the Participant’s deferral election shall be irrevocable except as provided in
Section 4.4.



     Section 4.2.  Long-Term Incentive Deferrals. A Participant may elect during the
first 180 days of the performance period for which a long-term incentive award is made, to have all
or a part of the amount payable under his long-term incentive award (but not less than $1,000)
deferred under this Plan. A Participant’s election to defer a long-term incentive payment shall be
effective only for the award to which the election relates, and shall not carry over from award to
award. Notwithstanding the foregoing:



     (a) if the Administrator determines that a long-term incentive award qualifies as
performance-based compensation within the meaning of Code Section 409A and that at the time of the
election no portion of the compensation payable under such award will be readily ascertainable, the
Administrator may specify a later election period, which in all events must be prior to the first
day of the final year of the performance period for such award (whether a calendar year or the
fiscal year of the Company or an Affiliate, as applicable), or



     (b) if the Administrator determines that a long-term incentive award does not qualify as
performance-based compensation within the meaning of Code Section 409A, or determines that at the
time of the election described above the compensation payable under such
award will be readily ascertainable, then the Administrator may specify an earlier election
period consistent with the requirements of Code Section 409A. .



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     As of the end of the election period, the Participant’s deferral election shall be irrevocable
except as provided in Section 4.4.



     Section 4.3.  Deferral of Dividends on Restricted Stock. All cash dividends paid
with respect to restricted stock granted by the Company to a Participant while such stock is
subject to a period of restriction shall be automatically deferred as Deferred Restricted Stock
Dividends. Deferred Restricted Stock Dividends shall be subject to the same risk of forfeiture as
the restricted shares to which such Deferrals relate.



     Section 4.4.  Cancellation of Deferral Elections. If the Administrator determines
that a Participant’s deferral elections must be cancelled in order for the Participant to receive a
hardship distribution under the Johnson Controls Savings and Investment (401k) Plan (or any
successor plan thereto), or any other 401(k) plan maintained by the Company or an Affiliate, the
Participant’s deferral election(s) shall be cancelled if permitted under Code Section 409A. A
Participant whose deferral election(s) are cancelled pursuant to this Section 4.4 may make a new
deferral election under Sections 4.1 or 4.2, and pursuant to the requirements of Code Section 409A,
with respect to future incentive awards, unless otherwise prohibited by the Administrator.



     Section 4.5.  Administration of Deferral Elections. All deferral elections must
be made in the form and manner and within such time periods as the Administrator prescribes in
order to be effective.



ARTICLE 5.

HYPOTHETICAL INVESTMENT OPTIONS




     Section 5.1.  Investment Election. Amounts credited to a Participant’s Account
shall reflect the investment experience of the Investment Options selected by the Participant,
provided that Deferred Restricted Stock Dividends shall be automatically deemed invested in the
Share Unit Account. The Participant may make an initial investment election at the time of
enrollment in the Plan 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; provided that prior to November 15, 2006, Share Deferrals and Deferred Restricted
Stock Dividends were not eligible for re-allocation out of the Share Unit Account. On and after
November 15, 2006, Share Deferrals and Deferred Restricted Stock Dividends that are vested may be
re-allocated out of the Share Unit Account, subject to any restrictions on re-allocation as may be
imposed by the Company. 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 by the Administrator, and must be made in the form and manner and within such time
periods as
the Administrator prescribes in order to be effective. In the absence of an effective election,
the Participant’s Account (to the extent the Plan does not require Deferrals to be allocated to the
Share Unit Account) shall be deemed invested in the default fund specified for the Johnson Controls
Inc. Savings and Investment (401k) Plan (or any successor plan thereto).



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     On each Valuation Date, the Administrator (or its designee) shall credit the deemed investment
experience with respect to the selected (or required) 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 5.2.  Allocations to Investment Options.



     (a) Incentive Deferrals. Annual and Long-Term Incentive Deferrals will be deemed
invested in an Investment Option as of the date on which the deferrals would have otherwise been
paid to the Participant.



     (b) Deferred Restricted Stock Dividends. If a Participant is holding restricted
shares of the Company’s stock when the Company declares a cash dividend on its Shares, the
Participant’s Share Unit Account will be credited with Deferred Restricted Stock Dividends, as of
the date the cash dividend is paid to the Company’s shareholders. The amount of Deferred
Restricted Stock Dividends credited to the Participant’s Stock Unit Account shall be determined by
multiplying the number of restricted shares held by such Participant on the date the dividend is
declared by the amount of the dividend paid on one Share.



     Section 5.3.  Securities Law Restrictions. Notwithstanding anything to the
contrary herein, all elections under Article 5 or 6 by a Participant who is subject to Section 16
of the Exchange Act are subject to review by the Administrator prior to implementation. In
accordance with Section 9.3, the Administrator may restrict additional transactions, rescind
transactions, or impose other rules and procedures, to the extent deemed desirable by the
Administrator in order to comply with the Exchange Act, including, without limitation, application
of the review and approval provisions of this Section 5.3 to Participants who are not subject to
Section 16 of the Exchange Act.



     Section 5.4.  Accounts are For Record Keeping Purposes Only. Plan Accounts and
the record keeping procedures described herein serve solely as a device for determining the amount
of benefits accumulated by a Participant under the Plan, and shall not constitute or imply an
obligation on the part of the Company or any Affiliate to fund such benefits.



ARTICLE 6.

DISTRIBUTION OF ACCOUNTS




     Section 6.1.  Form of Distribution. A Participant, at the time he makes an
initial deferral election under the Plan pursuant to any provision of Article 4, shall elect the
form of distribution with respect to each of the following sub-accounts:



     (a) Annual Incentive Deferrals, including interest, earnings or losses thereon.



     (b) Long-Term Incentive Deferrals, including interest, earnings or losses thereon.



     On or before December 31, 2007, the Participant shall elect the form of distribution with
respect to any Share Deferrals, as adjusted for gains or losses thereon, that are held in the
Participant’s Share Unit Account as of that date. Notwithstanding the foregoing, if a



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Participant
receives a single lump sum payment of his or her vested Share Deferrals under the Plan, any Share
Deferrals vesting after such payment date shall be paid in a single lump sum promptly (but not more
than seventy-five (75) days) after the vesting date.




     Such election shall be made in such form and manner as the Administrator may prescribe, and
shall be irrevocable. The election shall specify whether distributions shall be made in a single
lump sum or from two (2) to ten (10) annual installments. In the absence of a distribution
election with respect to a particular subaccount, payment shall be made in ten (10) annual
installments.



     No distribution election shall be made with respect to Deferred Restricted Stock Dividends,
which are automatically paid in a lump sum as provided in Section 6.2(b).



     Section 6.2.  Time of Distribution.



     (a) Separation from Service. Upon a Participant’s Separation from Service for any
reason, the Participant, or his Beneficiary in the event of his death, shall be entitled to payment
of the amount accumulated in such Participant’s Account.



     (b) Payment of Deferred Restricted Stock Dividends. Notwithstanding anything herein
to the contrary, the portion of the Participant’s Share Unit Account that is related to Deferred
Restricted Stock Dividends shall be paid to the Participant in a lump sum within seventy-five (75)
days of the date the shares of restricted stock to which such Deferred Restricted Stock Dividends
relate vest and are no longer subject to a period of restriction.



     Section 6.3.  Manner of Distribution. The Participant’s Account shall be paid in
cash in the following manner:




	 	(a)	 	Lump Sum. If payment is to be made in a lump sum,
	 
	 	(1)	 	for those Participants whose Separation from Service occurs
from January 1 through June 30 of a year, payment shall be made in the first
calendar quarter of the following year, and
	 
	 	(2)	 	for those Participants whose Separation from Service occurs
from July 1 through December 31 of a year, payment shall be made in the third
calendar quarter of the following year.





     The lump sum payment shall equal the balance of the Participant’s Account as of the Valuation
Date immediately preceding the distribution date. Notwithstanding the foregoing, the portion of
the Participant’s Share Unit Account related to Deferred Restricted Stock Dividends shall be paid
as provided in Section 6.2(b).



     (b) Installments. If payment is to be made in annual installments, the first annual
payment shall be made:



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	 	(1)	 	for those Participants whose Separation from Service occurs
from January 1 through June 30 of a year, in the first calendar quarter of the
following year, and
	 
	 	(2)	 	for those Participants whose Separation from Service occurs
during the period from July 1 through December 31 of a year, in the third
calendar quarter of the following year.





     The amount of the first annual payment shall equal the value of 1/10th (or
1/9th, 1/8th, 1/7th, etc. depending on the number of installments
elected) of the balance of the Participant’s Account as of the Valuation Date immediately preceding
the distribution date. All subsequent annual payments shall be made in the first calendar quarter
of each subsequent calendar year, 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 balance of the Participant’s Account as of the Valuation Date
immediately preceding the distribution date. The final annual installment payment shall equal the
then remaining balance of such Account as of the Valuation Date preceding such final payment date.



     Notwithstanding the foregoing provisions, if the balance of a Participant’s Account as of the
Valuation Date immediately preceding a distribution date is $50,000 or less, then the entire
remaining balance of the Participant’s Account shall be paid in a lump sum on such distribution
date.



     Section 6.4.  Distribution of Remaining Account Following Participant’s Death. In
the event of the Participant’s death prior to receiving all payments due under this Article 6, the
balance of the Participant’s Account shall be paid to the Participant’s Beneficiary in a lump sum
as soon as practicable after (but not more than ninety (90) days following) the Participant’s
death.



     Section 6.5.  Tax Withholding. The Company shall have the right to deduct from
any deferral or payment made hereunder, or from any other amount due a Participant, the amount of
cash and/or Fair Market Value of Shares sufficient to satisfy the Company’s or Affiliate’s foreign,
federal, state or local income tax withholding obligations with respect to such deferral (or
vesting thereof) or payment. In addition, if prior to the date of distribution of any amount
hereunder, the Federal Insurance Contributions Act (FICA) tax imposed under Code Sections 3101,
3121(a) and 3121(v)(2), where applicable, becomes due, the Participant’s Account balance shall be
reduced by the amount needed to pay the Participant’s portion of such tax, plus an amount equal to
the withholding taxes due under federal, state or local law resulting from the payment of such FICA
tax, and an additional amount to pay the additional income tax at source on wages attributable to
the pyramiding of the Code Section 3401 wages and taxes, but no greater than the aggregate of the
FICA tax amount and the income tax withholding related to such FICA tax amount.



     Section 6.6.  Offset. The Company shall have the right to offset from any amount
payable hereunder any amount that the Participant owes to the Company or to any Affiliate without
the consent of the Participant (or his Beneficiary, in the event of the Participant’s death).



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     Section 6.7.  Additional Payment Provisions.




	 	(a)	 	Acceleration of Payment. Notwithstanding the foregoing:
	 
	 	(1)	 	If an amount deferred under this Plan is required to be
included in income under Code Section 409A prior to the date such amount is
actually distributed, a Participant shall receive a distribution, in a lump sum
within ninety (90) days after the Plan fails to meet the requirements of Code
Section 409A, of the amount required to be included in the Participant’s income
as a result of such failure.
	 
	 	(2)	 	If an amount under the Plan is required to be immediately
distributed in a lump sum under a domestic relations order within the meaning
of Code Section 414(p)(1)(B), it may be distributed according to the terms of
such order, provided the Participant holds the Administrator harmless with
respect to such distribution. The Plan shall not distribute amounts required
to be distributed under a domestic relations order other than in the limited
circumstance specifically stated herein.
	 
	 	(b)	 	Delay in Payment. Notwithstanding the foregoing:
	 
	 	(1)	 	If a distribution required under the terms of this Plan would
jeopardize the ability of the Company or an Affiliate to continue as a going
concern, the Company or the Affiliate shall not be required to make such
distribution. Rather, the distribution shall be delayed until the first date
that making the
distribution does not jeopardize the ability of the Company or of an
Affiliate to continue as a going concern. Any distribution delayed under
this provision shall be treated as made on the date specified under the
terms of this Plan.
	 
	 	(2)	 	If the distribution will violate the terms of Section 16(b) of
the Exchange Act or other Federal securities laws, or any other applicable law,
then the distribution shall be delayed until the earliest date on which making
the distribution will not violate such law.





ARTICLE 7.

RULES WITH RESPECT TO SHARE UNITS




     Section 7.1.  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
re-allocated 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 Deferred Restricted
Stock Dividends 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 the
Participant’s Share Unit Account on the date the dividend is declared. The Deferred Restricted



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Stock Dividends credited to the Participant 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
paid 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 7.2.  Transactions Affecting Common Stock. In the event of any merger,
share exchange, reorganization, consolidation, recapitalization, stock dividend, stock split or
other change in corporate structure of the Company affecting Shares, the Committee may make
appropriate equitable adjustments with respect to the Share Units credited to the Share Unit
Account of each Participant, including without limitation, adjusting the date as of which such
units are valued and/or distributed, as the Committee determines is necessary or desirable to
prevent the dilution or enlargement of the benefits intended to be provided under the Plan.



     Section 7.3.  No Shareholder Rights With Respect to Share Units
        . Participants shall have no rights as a stockholder pertaining to Share Units credited to their
Accounts. No Participant or Beneficiary shall have any right to receive a distribution of Company
stock under this Plan. All distributions from the Participant’s Share Unit Account are made in
cash.



ARTICLE 8.

SPECIAL RULES APPLICABLE IN THE EVENT OF A

CHANGE OF CONTROL OF THE COMPANY




     Section 8.1.  Acceleration of Payments. Notwithstanding any other provision of
this Plan, within 30 days after a Change of Control, each Participant (or any Beneficiary thereof
entitled to receive payments hereunder), including Participants (or Beneficiaries) receiving
installment payments under the Plan, shall be entitled to receive a lump sum payment in cash of all
amounts accumulated in such Participant’s Account. Such payment shall be made as soon as
practicable (but not more than ninety (90) days) following the Change of Control.



     In determining the amount accumulated in a Participant’s Share Unit Account, each Share Unit
shall have a value equal to the higher of (a) the highest reported sales price, regular way, of a
share of the Company’s common stock on the Composite Tape for New York Stock Exchange Listed Stocks
(the “Composite Tape”) during the sixty (60)-day period prior to the date of the Change of Control
of the Company and (b) if the Change of Control of the Company is the result of a transaction or
series of transactions described in Section 8.2(a), the highest price per Share of the Company paid
in such transaction or series of transactions.



     Section 8.2.  Definition of a Change of Control. A Change of Control means any of
the following events, provided that each such event would constitute a change of control within the
meaning of Code Section 409A:



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     (a) The acquisition, other than from the Company, by any individual, entity or group of
beneficial ownership (within the meaning of Rule l3d-3 promulgated under the Exchange Act),
including in connection with a merger, consolidation or reorganization, of more than either:




	 	(1)	 	Fifty percent (50%) of the then outstanding shares of common
stock of the Company (the “Outstanding Company Common Stock”) or
	 
	 	(2)	 	Thirty-five percent (35%) of 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 or 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
sixty percent (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




     (b) Individuals who, as of January 1, 2005, constitute the Board (the “Incumbent Board”) cease
for any reason to constitute at least a majority of the Board during any twelve (12)-month period,
provided that any individual becoming a director subsequent to January 1, 2005, whose election or
nomination for election by the Company’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; or



     (c) A complete liquidation or dissolution of the Company or 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 sixty percent (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. For purposes hereof, “a sale or other
disposition of all or substantially all of the assets of the Company” will not be deemed to have
occurred if the sale involves assets having a total gross fair market value of less than forty
percent (40%) of the total gross fair market value of all assets of the Company immediately prior
to the acquisition. For this purpose, “gross fair market value” means the value of the assets
without regard to any liabilities associated with such assets.



12









 





     For purposes of this Section 8.2, persons will not be considered to be acting as a “group”
solely because they purchase or own stock of the Company at the same time, or as a result of the
same public offering. However, persons will be considered to be acting as a “group” if they are
owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock,
or similar business transaction with the Company. If a person, including an entity, owns stock in
the Company and any other corporation that enters into a merger, consolidation, purchase or
acquisition of stock, or similar transaction, such shareholder is considered to be acting as a
group with other shareholders in such corporation only with respect to the ownership in that
corporation prior to the transaction giving rise to the change and not with respect to the
ownership interest in the Company.



     Section 8.3.  Maximum Payment Limitation.



     (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. 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 (1)
the amount of the Base Period Income, (2) the amount and present value of Total Payments and (3)
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
(30) 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



13









 




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 9.

GENERAL PROVISIONS




     Section 9.1.  Administration.



     (a) General. The Committee shall have overall discretionary authority with respect to
administration of the Plan; provided that the Administrator shall have discretionary authority and
responsibility for the general operation and daily administration of the Plan and to decide claims
and appeals as specified herein. If at any time the Committee shall not be in existence or not be
composed of members of the Board who qualify as “non-employee directors”, then all determinations
affecting Participants who are subject to Section 16 of the Exchange Act shall be made by the full
Board, and all determinations affecting other Participants shall be made by the Board or an officer
of the Company or other committee appointed by the Board (with the assistance of the
Administrator). The Committee or Administrator may, in its discretion, delegate any or all of its
authority and responsibility; provided that the Committee shall not delegate authority and
responsibility with respect to non-ministerial functions that relate to the participation by
Participants who are subject to Section 16 of the Exchange Act at the time any such delegated
authority or responsibility is exercised. To the extent of any such delegation, any references
herein to the Committee or Administrator, as applicable, shall be deemed references to such
delegatee. Interpretation of the Plan shall be within the sole discretion of the Committee or the
Administrator with respect to their respective duties hereunder. If any delegatee of the Committee
or the Administrator shall also be a Participant or Beneficiary, any determinations affecting the
delegatee’s participation in the Plan shall be made by the Committee or Administrator, as
applicable.



     (b) Authority and Responsibility. In addition to the authority specifically provided
herein, the Committee and Administrator shall have the discretionary authority to take any action
or make any determination deemed necessary for the proper administration of the Plan with regard to
the respective duties of each under the Plan, including but not limited to: (1) prescribe rules
and regulations for the administration of the Plan; (2) prescribe forms for use with respect to the
Plan; (3) interpret and apply all of the Plan’s provisions, reconcile inconsistencies or supply
omissions in the Plan’s terms; (4) make appropriate determinations, including factual
determinations, and calculations; and (5) prepare all reports required by law. Any action taken by
the Committee shall be controlling over any contrary action of the Administrator. The Committee
and the Administrator may delegate their ministerial duties to third parties and to the extent such
delegation, references to the Committee or Administrator herein shall mean such delegates, if any.



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



     (d) Procedures of the Committee. 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 consent, which sets forth the action, is signed by each
member 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. The
Administrator’s determinations shall be made in accordance with such procedures it establishes.



     (e) Indemnification. Service on the Committee or as an Administrator shall constitute
service as a director or officer of the Company so that the Committee and Administrator members
shall be entitled to indemnification, limitation of liability and reimbursement of expenses with
respect to their Committee or Administrator services to the same extent that they are entitled
under the Company’s By-laws and Wisconsin law for their services as directors or officers of the
Company.



     Section 9.2.  Designation of Beneficiary. Each Participant may designate a
Beneficiary in such form and manner and within such time periods as the Administrator may
prescribe. 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 Administrator 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 distribution, the designation shall vest in the Beneficiary the distribution payable
after the Participant’s death, and such distribution if not paid by 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 distribution and such designated
Beneficiary does not survive to the 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 the
Administrator receives notice of the Participant’s divorce or legal separation.



     Section 9.3.  Restrictions to Comply with Applicable Law. All transactions under
the Plan are intended to comply with all applicable conditions of Rule 16b-3 under the Exchange
Act. The Committee and 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.



     Section 9.4.  Claims Procedures.



     (a) Initial Claim. If a Participant or Beneficiary (the “claimant”) believes that he
is entitled to a benefit under the Plan that is not provided, the claimant or his legal



15









 




representative shall file a written claim for such benefit with the Administrator within ninety
(90) days of the date the payment that is in dispute should have been made. The Administrator
shall review the claim and render a decision within ninety (90) days following the receipt of the
claim;
provided that the Administrator may determine that an additional ninety (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 which 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.




     (b) Request for Appeal. The claimant has the right to appeal the Administrator’s
decision by filing a written appeal to the Administrator within sixty (60) days after the
claimant’s receipt of the Administrator’s decision, although to avoid penalties under Code Section
409A, the claimant’s appeal must be filed within one hundred eighty (180) days of the date payment
could have been timely made in accordance with the terms of the Plan and pursuant to Regulations
promulgated under Code Section 409A. 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 Administrator 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 Administrator shall make a determination on the appeal within sixty (60) days
after receiving the claimant’s written appeal; provided that the Administrator may determine that
an additional sixty (60)-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 appeal 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 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).



     (c) ERISA Fiduciary. For purposes of ERISA, the Committee shall be considered the
named fiduciary under the Plan and the plan administrator, except with respect to claims and
appeals, for which the Administrator shall be considered the named fiduciary.



16









 





     Section 9.5.  Participant Rights Unsecured.



     (a) Unsecured Claim. The right of a Participant or his Beneficiary to receive a
distribution hereunder shall be an unsecured claim, and neither the Participant nor any Beneficiary
shall have any rights in or against any amount credited to his Account or any other specific assets
of the Company or an Affiliate. The right of a Participant or Beneficiary to the payment of
benefits under this Plan shall not be assigned, encumbered, or transferred, except as permitted
under Section 6.8(a)(2) or 9.2. The rights of a Participant hereunder are exercisable during the
Participant’s lifetime only by him or his guardian or legal representative.



     (b) Contractual Obligation. The Company or an Affiliate may authorize the creation of
a trust or other arrangements to assist it in meeting the obligations created under the Plan,
subject to the restrictions on funding such trust or arrangement imposed by Code Sections
409A(b)(2) or (3). However, any liability to any person with respect to the Plan shall be based
solely upon any contractual obligations that may be created pursuant to the Plan. No obligation of
the Company or an Affiliate shall be deemed to be secured by any pledge of, or other encumbrance
on, any property of the Company or any Affiliate. Nothing contained in this Plan and no action
taken pursuant to its terms shall create or be construed to create a trust of any kind, or a
fiduciary relationship between the Company or an Affiliate and any Participant or Beneficiary, or
any other person.



     (c) No Right to Employment. 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 or any Affiliate, limiting in any way the right of the
Company or any Affiliate to terminate such person’s employment at any time, evidencing any
agreement or understanding that the Company or any Affiliate will employ such person in any
particular position or any particular rate of compensation or guaranteeing such person any right to
receive any other form or amount of remuneration from the Company or any Affiliate.



     Section 9.6.  Amendment or Termination of Plan.



     (a) Amendment. The Committee may at any time amend the Plan, including but not
limited to modifying the terms and conditions applicable to (or otherwise eliminating) Deferrals to
be made on or after the amendment date to the extent not prohibited by Code Section 409A; provided,
however, that no amendment may reduce or eliminate any Account balance accrued to the date of such
amendment (except as such Account balance may be reduced as a result of investment losses allocable
to such Account) without a Participant’s consent except as otherwise specifically provided herein;
and provided further that the Board must approve any amendment that expands the class of employees
eligible for participation under the Plan, that materially increases the benefits provided under
the Plan or that is required to be approved by the Board by any applicable law or the listing
requirements of the national securities exchange upon which the Company’s common stock is then
traded . In addition, the Administrator may at any time amend the Plan to make administrative
changes and changes necessary to comply with applicable law.



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     (b) Termination. The Committee may terminate the Plan in accordance with the
following provisions. Upon termination of the Plan, any deferral elections then in effect shall be
cancelled to the extent permitted by Code Section 409A. Upon termination of the Plan, the
Committee may authorize the payment of all amounts accrued under the Plan in a single sum payment
without regard to any distribution election then in effect, only in the following circumstances:




	 	(1)	 	The Plan is terminated within twelve (12) months of a corporate
dissolution taxed under Code Section 331, or with the approval of a bankruptcy
court pursuant to 11 U.S.C. §503(b)(1)(A). In such event, the single sum
payment must be distributed by the latest of: (A) the last day of the calendar
year in which the Plan termination occurs, (B) the first calendar year in which
the amount is no longer subject to a substantial risk of forfeiture, or (C) the
first calendar year in which payment is administratively practicable.
	 
	 	(2)	 	The Plan is terminated at any other time, provided that such
termination does not occur proximate to a downturn in the financial health of
the Company or an Affiliate, and all other plans required to be aggregated with
this Plan under Code Section 409A are also terminated and liquidated. In such
event, the single sum payment shall be paid no earlier than twelve (12) months
(and no later than twenty-four (24) months) after the date of the Plan’s
termination. Notwithstanding the foregoing, any payment that would otherwise be
paid during the twelve (12)-month period beginning on the Plan termination date
pursuant to the terms of the Plan shall be paid in accordance with such terms.
In addition, the Company or any Affiliate shall be prohibited from adopting a
similar arrangement within three (3) years following the date of the Plan’s
termination.





     Section 9.7.  Administrative Expenses. Costs of establishing and administering
the Plan will be paid by the Company and its participating Affiliates.



     Section 9.8.  Successors and Assigns. This Plan shall be binding upon and inure
to the benefit of the Company, its successors and assigns and the Participants and their heirs,
executors, administrators, and legal representatives.



     Section 9.9.  Governing Law; Limitation on Actions; Dispute Resolution.



     (a) 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 (without reference to conflict of law
principles thereof) to the extent such laws are not preempted by federal law.



18









 





     (b) Limitation on Actions. Any action or other legal proceeding with respect to the
Plan may be brought only after the claims and appeals procedures of Section 9.4 are exhausted and
only within period ending on the earlier of (1) one year after the date claimant receives notice or
deemed notice of a denial upon appeal under Section 9.4(b), or (2) 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 subsection (c).




	 	(c)	 	Arbitration.
	 
	 	(1)	 	Application. Notwithstanding any employee agreement in
effect between a Participant and the Company or any Affiliate, if a Participant
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.
	 
	 	(2)	 	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.
	 
	 	(3)	 	Compliance with Personnel Policies. Before proceeding
to arbitration on a complaint, the Participant 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 




19









 






	 	 	 	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 complaint resolution procedure has been completed.






	 	(4)	 	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.
	 
	 	(5)	 	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 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.
	 
	 	(6)	 	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.
	 
	 	(7)	 	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.






20