exv10wa



 



Exhibit 10.A




JOHNSON CONTROLS, INC.

1992 Stock Option Plan

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





	1.	 	Establishment. JOHNSON CONTROLS, INC. (the “Company”) hereby establishes a stock option
plan for certain officers and other key employees, as described herein, which shall be known
as the JOHNSON CONTROLS, INC. 1992 STOCK OPTION PLAN (the “Plan”). It is intended that
certain of the stock options issued pursuant to the Plan may constitute incentive stock
options within the meaning of Section 422 of the Internal Revenue Code (“Incentive Stock
Options”) and the remainder of the options issued pursuant to the Plan shall constitute
nonqualified options. Incentive Stock Options and nonqualified stock options are hereinafter
jointly referred to as “Options.” The Committee may also award stock appreciation rights
along with Options issued pursuant to the Plan and, subject to certain limitations, apart
from Options issued pursuant to the Plan.






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






	3.	 	Effective Date of the Plan. The effective date of the Plan is the date of its adoption by
the Board of Directors, September 23, 1992, subject to the approval of the Plan by the
shareholders of the Company within twelve months of the effective date. Any and all Options
granted prior to such approval shall be subject to such approval.






	4.	 	Stock Subject to the Plan. Subject to adjustment in accordance with the provisions of
paragraph 19, the total number of shares of the common stock of the Company (“Common Stock”),
available for awards during the term of this Plan shall not exceed 22,775,274 shares. Shares
of Common Stock to be delivered upon exercise of Options or settlement of stock appreciation
rights under the Plan shall be made available from presently authorized but unissued Common
Stock of the Company or authorized and issued shares of Common Stock reacquired and held as
treasury shares, or a combination thereof. If any Option or stock appreciation right shall
be canceled, expire or terminate without having been exercised in full, or to the extent a
stock appreciation right is settled in cash, the shares of Common Stock allocable to the
unexercised, canceled, forfeited portion of such Option or stock appreciation right, or
portion of such stock appreciation right which is settled in cash, shall again be available
for the purpose of the Plan. The surrender of any Options (and the surrender of any related
stock appreciation rights granted under paragraph 18) in connection with the receipt of stock
appreciation rights as




 









 












provided in paragraph 18A shall, as to such Options, have the same effect under this
paragraph 4 as the cancellation or termination of such Options without having been
exercised. If any stock appreciation rights are granted under the Plan separate and apart
from Options (including any grant in connection with the surrender of outstanding Options),
as provided in paragraph 18A, and shares of Common Stock may be issuable in connection with
such stock appreciation rights, then the grant of such stock appreciation rights shall be
deemed to have the same effect under this paragraph 4 as the grant of Options; provided,
however, if any such stock appreciation rights shall be canceled, expire or terminate
without having been exercised in full, or to the extent a stock appreciation right is
settled in cash, the shares of Common Stock allocable to the unexercised, canceled,
forfeited portion of such stock appreciation right, or portion of such stock appreciation
right which is settled in cash, shall again be available for the purpose of the Plan. If
the exercise price of any Option granted under the Plan is satisfied by tendering shares of
Common Stock to the Company (by either actual delivery or by attestation), only the number
of shares of Common Stock issued net of the shares of Common Stock tendered shall be deemed
delivered for purposes of determining the maximum number of shares of Common Stock available
for delivery under the Plan. If any Participant satisfies the Company’s withholding tax
requirements upon the exercise of an Option by properly electing to have the Company
withhold shares of Common Stock, then the shares of Common Stock so withheld shall again be
available for the purpose of the Plan, except that such shares shall not be available for
the granting of Incentive Stock Options.




	5.	 	Administration. (a) The Plan shall be administered by the Compensation Committee (the
“Committee”) consisting of not less than three members of the Board of not less than three
members of the Board of Directors appointed from time to time by the Board of Directors. No
member of the Committee shall be, nor at any time during the preceding one-year period have
been, eligible to receive stock, stock options or stock appreciation rights of the Company or
of its subsidiaries pursuant to the Plan or any other plan of the Company or its
subsidiaries, other than a plan for directors of the Company who are not officers or
employees of the Company which provides for automatic grants without exercise of discretion
by any member of the Board of Directors, or by any officer or employee of the Company.






(b) Subject to the express provisions of the Plan, the Committee shall have authority to
establish such rules and regulations as it deems necessary or advisable for the proper
administration of the Plan, and in its discretion, to determine the individuals (the
“Participants”) to whom, and the time or times at which, Options and stock appreciation
rights shall be granted, the type of Options, the Option periods, limitations on Option
exercise, and the number of shares to be subject to each Option. In making such
determinations, the Committee may take into account the nature of the services rendered by
the respective employees, their present and potential contributions to the success of the
Company or its subsidiaries, and such other factors as the Committee, in its discretion,
shall deem relevant.



2









 






(c) Subject to the express provisions of the Plan, the Committee shall also have complete
authority to interpret the Plan, to prescribe, amend, and rescind rules and regulations
relating to it, to determine the terms and provisions of the respective Option Agreements
(which need not be identical) and to make all other determinations necessary or advisable
for the administration of the Plan. The Committee’s determinations on the matters referred
to in this paragraph 5 shall be conclusive and binding upon all parties.




(d) Neither the Committee nor any member thereof shall be liable for any act, omission,
interpretation, construction or determination made in connection with the Plan in good
faith, and the members of the Committee shall be entitled to indemnification and
reimbursement by the Company in respect of any claim, loss, damage or expense (including
attorneys fees) arising therefrom to the full extent permitted by law and under any
directors and officers liability insurance that may be in effect from time to time.




(e) A majority of the Committee shall constitute a quorum, and the acts of a majority of the
members present at any meeting at which a quorum is present, or acts approved in writing by
a majority of the Committee without a meeting, shall be the acts of the Committee.




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






	7.	 	Rights of Employees. Nothing in this Plan or in any Option or stock appreciation right
shall interfere with or limit in any way the right of the Company and any of its subsidiaries
to terminate any Participant’s or employee’s employment at any time, nor confer upon any
Participant or employee any right to continue in the employ of the Company and its
subsidiaries.






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






	9.	 	Option Price. The per share Option price for Options and for stock appreciation rights
granted under paragraph 18, and the per share grant price for stock appreciation rights
granted under paragraph 18A, as determined by the Committee, shall be an amount not less than
100% of the fair market value of the stock on the date such Options or stock appreciation
rights are granted (or, if the Committee so determines, in the case of any




3









 












stock appreciation right granted under paragraph 18A upon the surrender of any outstanding
Option, on the date of grant of such Option). The fair market value of a share of stock on
any date shall be the average of the highest and lowest market prices of sales of the Common
Stock on that date, or on the next preceding trading day if such date was not a trading day
as reported on the New York Stock Exchange or as otherwise determined by the Committee.
However, effective January 1, 2007, in connection with an exercise of options, to the extent
the Participant sells any Shares acquired upon such exercise in a market transaction on the
date of exercise, the sale price(s) for any such Shares shall be the fair market value.




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






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






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






	 	(a)	 	by will or by the laws of descent and distribution; or
	 
	 	(b)	 	in the case of a nonqualified option:






	 	(i)	 	pursuant to a “Qualified Domestic Relations Order” as defined in
Section 414(p) of the Internal Revenue Code; or
	 
	 	(ii)	 	to (A) his or her spouse, children or grandchildren (“Immediate
Family Members”), (B) a partnership in which the only partners are the
Participant’s Immediate Family Members, or (C) a trust or trusts established
solely for the benefit of one or more of the Participant’s Immediate Family




4









 












Members (collectively, the Permitted Transferees), provided that there may be
no consideration for any such transfer by a Participant




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




	13.	 	Exercise of Option; Deferral of Shares.






(a) The Committee shall prescribe the manner in which a Participant may exercise an Option
which is not inconsistent with the provisions of this Plan. An Option may be exercised,
subject to limitations on its exercise contained in the Option Agreement and in this Plan,
in full, at any time, or in part, from time to time, only by (A) written notice of intent to
exercise the Option with respect to a specified number of shares, and (B) by payment in full
to the Company at the time of exercise of the Option, of the option price of the shares
being purchased. Payment of the Option price may be made (i) in cash, (ii) if permitted by
the applicable Option Agreement, by tendering of shares of Common Stock equivalent in fair
market value (as defined in paragraph 9), or (iii) if permitted by the applicable Option
Agreement, partly in cash and partly in shares of Common Stock. Common Stock may be
tendered either by actual delivery of shares of Common Stock or by attestation.




(b) The Committee may provide one or more means to enable Participants and the Company to
defer delivery of shares of Common Stock deliverable upon exercise of an Option, on such
terms and conditions as the Committee may determine, including by way of example the manner
and timing of making a deferral election, the treatment of dividends paid on shares of
Common Stock during the deferral period and the permitted distribution dates or events. No
such deferral means may result in any increase in the number of shares of Common Stock
issuable hereunder other than as contemplated by paragraph 4 or paragraph 19 hereof.




	14.	 	Withholding. If permitted by the applicable Option Agreement, a Participant may be
permitted to satisfy the Company s withholding tax requirements by electing (i) to have the
Company withhold shares of Common Stock of the Company, or (ii) to deliver to the Company
shares of Common Stock of the Company having a fair market value on the date income is
recognized on the exercise of a nonqualified option equal to the minimum amount required to
be withheld, or such greater amount as may be requested by the Participant. The election
shall be made in writing and according to such rules and in such form as the Committee shall
determine.






Notwithstanding the foregoing, the election and satisfaction of any withholding requirement
through the withholding of Common Stock or the tender of shares of



5









 






Company Stock may be made only at such times as are permitted, without incurring
liabilities, by Rule 16b-3 of the Securities Exchange Act of 1934, as amended, or such other
securities laws, rules or regulations as may be applicable.




	15.	 	[intentionally omitted]
	 
	16.	 	[intentionally omitted]






	17.	 	Termination of Employment. (a) In the event a Participant’s employment with the Company or
any of its subsidiaries shall be terminated for any reason, except early retirement or total
and permanent disability, all rights to exercise an Option or stock appreciation right shall
terminate immediately.






(b) If the Participant should die while employed by the Company or any subsidiary prior to
the expiration of the term of the Option or stock appreciation right, the Option or stock
appreciation right may be exercised by the person to whom it is transferred by will or by
the applicable laws of descent and distribution to the extent it could have been exercised
by the Participant had he lived, by giving notice as provided in paragraph 13, at any time
within twelve months after the date of death unless such Option or stock appreciation right
expires earlier under the terms of the Option Agreement.




(c) In the event of termination of employment with the Company due to early or normal
retirement, or due to total and permanent disability prior to the expiration of the term of
an Option or stock appreciation right, the Option or stock appreciation right may be
exercised by the Participant, to the extent it could have been exercised had the Participant
remained actively employed, at any time within thirty-six months (except Incentive Stock
Options which may be exercised within three months) after the date of such early or normal
retirement or total permanent disability, as the case may be, unless such Option or stock
appreciation right expires earlier under the terms of the Option Agreement. Provided,
however, that for certain participants who are officers of the corporation or who are
selected by the Compensation Committee of the Board, nonqualified options granted after July
27, 1999, may be exercised by the Participant for five years of the Option or stock
appreciation right in the event of termination of employment with the Company due to early
or normal retirement, or due to total and permanent disability, prior to the expiration of
the term of the Option or stock appreciation right. For purposes hereof, a Participant’s
employment shall be deemed to have terminated due to (a) early or normal retirement if such
Participant is then eligible to receive early or normal retirement benefits under the
provisions of any of the Company’s or its subsidiaries pension plans; or, in the absence of
a pension plan, provided such Participant retires with ten years of service and is at least
55 years old or retires with five years of service and is at least 65 years old and (b)
total and permanent disability if he is permanently disabled within the meaning of Section
22(e)(3) of the Internal Revenue Code, as in effect from time to time.




For purposes of this Plan: (a) a transfer of an employee from the Company to a 50% or more
owned subsidiary, partnership, joint venture or other affiliate (whether or not



6









 






incorporated) or vice versa, or from one subsidiary, partnership, joint venture or other
affiliate to another or (b) a leave of absence duly authorized in writing by the Company,
provided the employee s right to re-employment is guaranteed either by statute or by
contract, shall not be deemed a termination of employment under the Plan. Notwithstanding
the foregoing, from and after a Change of Control, as defined in paragraph 22, Options
(other than Incentive Stock Options granted prior to May 24, 1989) and stock appreciation
rights shall continue to be exercisable for three months after a Participant’s termination
of employment.




	18.	 	Stock Appreciation Rights. Stock appreciation rights may be granted in conjunction with
all or part of any Option granted under the Plan. Stock appreciation rights may be exercised
by a Participant by surrendering the related Option or applicable portion thereof. Upon such
exercise and surrender, the Participant shall be entitled to receive the economic value of
such stock appreciation rights determined in the manner prescribed in subparagraph (b) of the
Paragraph 18 and in the form prescribed in subparagraph (c) of this Paragraph 18. Options
which have been so surrendered, in whole or in part, shall no longer be exercisable. Stock
appreciation rights shall be subject to such terms and conditions not inconsistent with other
provisions of the Plan as shall be determined by the Committee, which shall include the
following:






(a) Stock appreciation rights shall be exercisable or transferable at such time or times and
only to the extent that the Option to which they relate is exercisable or transferable.




(b) Upon the exercise of stock appreciation rights, a Participant shall be entitled to
receive the economic value thereof, which value shall be equal to the excess of the fair
market value of one share of Common Stock of the Company on the date of exercise over the
Option price per share, multiplied by the number of shares in respect of which the stock
appreciation rights shall have been exercised.




(c) The Committee shall have sole discretion either (i) to determine the form in which
payment of such economic value will be made (i.e. cash, stock, or any combination thereof)
or (ii) to consent to or disapprove the election of the Participant to receive cash in full
or partial payment of such economic value.




(d) The exercise of stock appreciation rights by a Participant pursuant to the Plan may be
made only at such times as are permitted by Rule 16b-3 of the Securities Exchange Act of
1934, without liabilities, or such other securities laws or rules as may be applicable.




(e) Common Stock subject to the Option to which the stock appreciation rights relate exceeds
the exercise price of such Option.




	18A.	 	Other Stock Appreciation Rights. Stock appreciation rights may also be granted separate
from any Option granted under the Plan to any Participant who at the time of grant is not
then an officer of the Company for purposes of Section 16 of the Securities Exchange Act of
1934, as amended (a “Section 16 Officer”). The Committee may also





7









 






grant stock appreciation rights under this paragraph 18A to any person who is not then a
Section 16 Officer in connection with the surrender of any outstanding Option granted under
the Plan prior to September 22, 1993 (and the surrender of any related stock appreciation
rights granted under paragraph 18). Such stock appreciation rights may be exercised by a
Participant by written notice of intent to exercise the stock appreciation rights delivered
to the Committee, which notice shall state the number of shares of stock in respect of which
the stock appreciation rights are being exercised. Upon such exercise, the Participant
shall be entitled to receive the economic value of such stock appreciation rights determined
in the manner described in subparagraph (b) of this paragraph 18A and in the form prescribed
in subparagraph (c) of this paragraph 18A.




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




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




(b) Upon the exercise of stock appreciation rights, a Participant shall be entitled to
receive the economic value thereof, which value shall be equal to the excess of the fair
market value of one share of Common Stock of the Company on the date of exercise over the
grant price per share, multiplied by the number of shares in respect of which the stock
appreciation rights shall have been exercised. Stock appreciation rights which have been so
exercised shall no longer be exercisable in respect of such number of shares.




(c) The Committee shall have the sole discretion either (i) to determine the form in which
payment of such economic value will be made (i.e., cash, stock, or any combination thereof)
or (ii) to consent to or disapprove the election of the Participant to receive cash in full
or partial payment of such economic value.(d) The exercise of stock appreciation rights by a
Participant pursuant to the Plan may be made only at such times as are permitted by Rule
16b-3 of the Securities Exchange Act of 1934, without liabilities, or such other securities
laws or rules as may be applicable.(e) Stock appreciation rights shall be exercisable only
when the fair market value of the Common Stock to which the stock appreciation rights relate
exceeds the grant price of such stock appreciation rights.




	19.	 	Adjustment Provisions. In the event of any change in the shares of the Common Stock of the
Company by reason of a declaration of a stock dividend (other than a stock dividend declared
in lieu of an ordinary cash dividend), spin-off, merger, consolidation, recapitalization, or
split-up, combination or exchange of shares, or otherwise, the aggregate number and class of shares available under this Plan (including the per





8









 






Participant limit on awards in Section 6), the number and class of shares subject to each
outstanding Option and stock appreciation right, and the option price or grant price and
economic value of any stock appreciation rights shall be appropriately adjusted by the
Committee, whose determination shall be final and conclusive. Unless the Committee
determines otherwise, any such adjustment to an award that is exempt from Code Section 409A
shall be made in manner that permits the award to continue to be so exempt, and any
adjustment to an award that is subject to Code Section 409A shall be made in a manner that
complies with the provisions thereof. Notwithstanding the foregoing, in the case of a stock
dividend (other than a stock dividend declared in lieu of an ordinary cash dividend) or
split-up (including a reverse stock split), if no action is taken by the Committee,
adjustments contemplated by this subsection that are proportionate shall nevertheless
automatically be made as of the date of such stock dividend or split-up.




	20.	 	Termination and Amendment of Plan. The Plan shall terminate on September 22, 2002, unless
sooner terminated as hereinafter provided. The Board of Directors may at any time terminate
the Plan, or amend the Plan as it shall deem advisable including (without limiting the
generality of the foregoing) any amendments deemed by the Board of Directors to be necessary
or advisable to assure conformity of the Plan and any Incentive Stock Options granted
thereunder to the requirements of Section 422 of the Internal Revenue Code as now or
hereafter in effect and to assure conformity with any requirements of other state and federal
laws or regulations now or hereafter in effect; provided, however, that the Board of
Directors may not, without further approval by the shareholders of the Company, make any
modifications which, by applicable law, require such approval. No termination or amendment
of the Plan may, without the consent of the Participant to whom any Option or stock
appreciation rights shall have been granted, adversely affect the rights of such Participant
under such Option or stock appreciation rights. The Board of Directors may also, in its
discretion, permit any Option or stock appreciation right to be exercised prior to the
earliest date fixed for exercise thereof under the Option Agreement. Notwithstanding the
foregoing, unless determined otherwise by the Board or Committee, any such amendment shall be
made in a manner that will enable an award intended to be exempt from Code Section 490A to
continue to be so exempt, or to enable an award intended to comply with Code Section 409A to
continue to so comply.






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






	22.	 	Change of Control. Notwithstanding the foregoing, upon Change of Control, all previously
granted Options and stock appreciation rights shall immediately become exercisable to the
full extent of the original grant. For purposes of this Plan, a “Change of Control” means
any of the following events:(i) the acquisition, other than from the Company, by any
individual, entity or group (within the meaning of Section 13(d) or





9









 






14(d)(2) of the Securities Exchange Act of 1934, as amended from time to time) (the
“Exchange Act”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of 20% or more of either (A) the then outstanding shares of common stock
of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of
the then outstanding voting securities of the Company entitled to vote generally in the
election of directors (the “Company Voting Securities”), provided, however, that any
acquisition by (x) the Company of any of its subsidiaries, or any employee benefit plan (or
related trust) sponsored or maintained by the Company or any of its subsidiaries or (y) any
corporation with respect to which, following such acquisition, more than 60% of
respectively, the then outstanding shares of common stock of such corporation and the
combined voting power of the then outstanding voting securities of such corporation entitled
to vote generally in the election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company Common Stock and Company Voting
Securities immediately prior to such acquisition in substantially the same proportion as
their ownership, immediately prior to such acquisition of the Outstanding Company Common
Stock and Company Voting Securities, as the case may be, shall not constitute a change in
control of the Company; or (ii) individuals who, as of May 24, 1989, constitute the Board of
Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least
a majority of the Board, provided that any individual becoming a director subsequent to May
24, 1989, 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,
but excluding, for this purpose, any such individual whose initial assumption of office is
in connection with an actual or threatened election contest relating to the election of the
Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act); or (iii) approval by the shareholders of the Company of
a reorganization, merger or consolidation (a “Business Combination”), in each case, with
respect to which all or substantially all of the of the individuals and entities who were
the respective beneficial owners of the Outstanding Company Common Stock and Company Voting
Securities immediately prior to such Business Combination do not, following such Business
Combination, beneficially own, directly or indirectly, more than 60% of, respectively, the
then outstanding shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of directors, as
the case may be, of the corporations resulting from such Business Combination in
substantially the same proportion as their ownership immediately prior to such Business
Combination or the Outstanding Company Common Stock and Company Voting Securities, as the
case may be; or (iv) (A) a complete liquidation or dissolution of the company or a (B) sale
or other disposition of all or substantially all of the assets of the Company other than to
a corporation with respect to which, following such sale or disposition, more than 60% of,
respectively, the then outstanding shares of common stock and the combined voting power of
the then outstanding voting securities entitled to vote generally in the election of
directors is then owned beneficially, directly or indirectly, by all or substantially all of



10









 






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.




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






	24.	 	Governing Law. The Plan, all awards hereunder, and all determinations made and actions
taken pursuant to the Plan shall be governed by the laws of the State of Wisconsin and
construed in accordance therewith, to the extent not otherwise governed by the laws of the
United States.






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






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






11