exv10wd



 





Exhibit 10.D




JOHNSON CONTROLS, INC.

DEFERRED COMPENSATION PLAN FOR CERTAIN DIRECTORS




ARTICLE 1.

PURPOSE AND DURATION




          Section 1.1.  Purpose. The purpose of the Johnson Controls, Inc. Deferred
Compensation Plan for Certain Directors (the “Plan”) is to advance the Company’s growth and
success, and to advance the interests of its shareholders, by attracting and retaining
well-qualified directors upon whose judgment the Company is largely dependent for the successful
conduct of its operations.




          Section 1.2.  Duration. The Plan was originally effective on September 25, 1991.
The Plan was most recently amended and restated effective January 1, 2008. The Plan shall remain
in effect until terminated pursuant to the provisions of Article 9.




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 to such term in Section 8.2.




          (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 Corporate Governance Committee of the Board, which shall consist of
not less than two members of the Board, each of whom shall be a non-employee director within the
meaning of Rule 16b-3 of the Exchange Act.




          (j) “Company” means Johnson Controls, Inc. and its successors as provided in Section 9.7.




          (k) “Deferral” means the amount credited, in accordance with a Participant’s election, to the
Participant’s Account in lieu of the payment in cash or Shares.




          (l) “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.




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




          (n) “Inimical Conduct” means any act or omission that is inimical to the best interests of the
Company or any Affiliate or other subsidiary of the Company, as determined by the Committee in its
sole discretion, including but not limited to: (1) divulging at any time any confidential
information, technical or otherwise, obtained by a Participant in his capacity as a director, (2)
taking any steps or doing anything which would damage or negatively reflect on the reputation of
the Company, an Affiliate or any subsidiary, or (3) refusing to furnish such advisory or consulting
services as the Company may reasonably request and as the Participant’s health may permit, provided
that such services shall be rendered as an independent contractor and not as an employee and that
the Company shall pay reasonable compensation for such services, as well as reimbursement for
expenses incurred in connection therewith.




          (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) “Outside Director” means a member of the Board who is not an officer or employee of the
Company or a subsidiary.




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          (q) “Participant” means an Outside Director who has elected to make Deferrals pursuant to
Article 4 of the Plan. Where the context so requires, a Participant also means a former director
entitled to a benefit hereunder.




          (r) “Separation from Service” means a Participant’s cessation of service as a Board member,
for any reason, provided the cessation of service is a good-faith and complete termination of the
Participant’s relationship with the Company and its Affiliates, within the meaning of Code Section
409A. If, at the time of the Participant’s service as a Board member ends, the Participant begins
providing services to the Company or an Affiliate as an employee, the Participant shall not incur a
Separation from Service under the terms of this Plan until the Participant has a separation from
service from the Company or to an Affiliate as an employee within the meaning of Code Section 409A.




          (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 Accounts
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.




ARTICLE 3.

PARTICIPATION




          Section 3.1.  Eligibility. Each Outside Director shall be eligible to become a Participant on the date the
individual is
first elected to become an Outside Director.



          Section 3.2.  Effective Date. Each Outside Director for whom an Account is
maintained under the Plan as of December 31, 2007, shall continue in participation hereunder on
January 1, 2008.




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ARTICLE 4.

DEFERRED COMPENSATION




          Section 4.1.  Deferral Election. An Outside Director may elect, prior to the
beginning of each calendar year, to defer all or any part of his compensation as a director which
is paid by the Company (in cash or Shares) in the following year. As of the first day of the
calendar year for which the election is made, the Participant’s deferral election shall be
irrevocable except as provided in Section 4.2. A Participant who fails to complete a new election
for any calendar year shall be deemed to have elected to continue his most recent election in
effect without change.




          In the first year an Outside Director is elected to the Board, such individual may elect,
within the first thirty (30) days after being elected to the Board, to defer all or any portion of
his compensation as a director. Such election shall be effective with respect to compensation
payable to the Outside Director by the Company for services provided by the Outside Director after
the first day of the calendar quarter that follows the date of the Outside Director’s deferral
election. The election in effect as of the last day of the thirty (30) day election period shall
be irrevocable for the remainder of the calendar year to which it applies, except as provided in
Section 4.2.




          The Company shall credit any compensation deferred pursuant to a valid election to the
Participant’s Account at the time such compensation would have otherwise been paid to the
Participant (whether in cash or Shares).




          Section 4.2.  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 any deferral of Shares shall automatically be deemed invested in the Share Unit
Account. The Participant may make an initial investment election in whole increments of one percent
(1%) at the time the Participant elects to participate in the Plan. 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, any deferral of Shares shall not be eligible for re-allocation out of
the Share Unit Account. Effective November 15, 2006, Share deferrals 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 or its designee, 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, with respect to Participants who make an initial deferral election on or after October 1,
2006, the Participant’s Account shall be deemed invested in the default fund specified for the
Johnson Controls Inc.




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Savings and Investment (401k) Plan (or any successor plan thereto). For
Participants whose initial deferral election was made prior to October 1, 2006, the default fund is
the Share Unit Account.




          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.




          On each Valuation Date, the Administrator (or its delegate) shall credit the deemed investment
experience with respect to the selected Investment Options to each Participant’s Account.
Notwithstanding anything herein to the contrary, the Company retains the right to allocate actual
amounts hereunder without regard to a Participant’s request.




          Section 5.2.  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 9.5, 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 5.2 to Participants who are not subject to
Section 16 of the Exchange Act.




          Section 5.3.  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 to fund such benefits.




ARTICLE 6.

DISTRIBUTION




          Section 6.1.  General. A Participant, at the time he makes an initial Deferral
election under Article 4 of the Plan, shall elect the form of distribution with respect to his
Account. 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, payment shall be made in ten (10)
annual installments.




          Section 6.2.  Time of Distribution. 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.




          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, payment shall be made in the
first calendar quarter following the calendar quarter in which the Participant’s Separation from
Service occurs. The lump sum payment shall equal the balance of the Participant’s Account as of
the Valuation Date immediately preceding the distribution date.




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          (b) Installments. If payment is to be made in annual installments, the first annual
payment shall be made in the first calendar quarter following the calendar quarter in which the
Participant’s Separation from Service occurs. 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 single lump sum on such
distribution date.




          Section 6.4.  Forfeiture of Distributions. If a Participant engages in Inimical
Conduct prior to the distribution of the balance of his Account, the remaining balance of the
Participant’s Account shall be forfeited as of the date the Committee determines the Participant
has engaged in Inimical Conduct. If the Participant has begun receiving payments of his Account,
the Committee may suspend those payments (without liability for interest thereon) pending its
determination of whether the Participant has engaged in Inimical Conduct.




          Section 6.5.  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 in the first calendar quarter of the year following the year of the Participant’s death.




          Section 6.6.  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.




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          Section 6.7.  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).




          Section 6.8.  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 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 to continue as a going concern, the
Company 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 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 a dividend award




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equal to the amount of the cash dividend paid or Fair Market Value of other property distributed on one
Share, multiplied by the number of Share Units credited to his Share Unit Account on the date the
dividend is declared. The dividend award shall be converted into additional Share Units as
provided above using the Fair Market Value of a Share on the date the dividend is paid or
distributed. Any other provision of this Plan to the contrary notwithstanding, if a dividend is
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
Accounts 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 Payment of Accounts. Notwithstanding any other
provision of this Plan, within 30 days after a Change of Control, each Participant (or any
Beneficiary thereof entitled to receive payment hereunder), including Participants 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.




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          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:




          (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




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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.




          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.




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 responsibility for the
general operation and daily administration of the Plan as specified herein. If at any time the
Committee shall not be in existence or not be composed of members of the Board who qualify as
“non-employee directors”, then the Board shall administer the Plan (with the assistance of the
Administrator) and all references herein to the Committee shall be deemed to include the Board.
The Committee or Administrator may, in their discretion, delegate any or all of their respective
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
delegate. 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 delegate of the Committee
or the Administrator shall also be a Participant or Beneficiary, any determinations affecting the
delegate’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 the Administrator shall have the discretionary authority to take any
action or make any determination deemed necessary for the proper administration of the Plan with
respect 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; and (4) make appropriate determinations,
including factual determinations, and calculations. Any action taken by the Committee shall be
controlling




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over any contrary action of the Administrator. The Committee and the Administrator may
delegate their ministerial duties to third parties and to the extent of such delegation, references
to the Committee or Administrator hereunder shall mean such delegates, if any.




          (c) Decisions Binding. The Committee’s and the Administrator’s determinations shall
be final and binding on all parties with an interest hereunder.




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




          (e) Indemnification. Service on the Committee or with the 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 is 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 all of the distribution
payable after the Participant’s death, and any distributions remaining upon the Beneficiary’s death
shall be made to the Beneficiary’s estate. If there is no valid beneficiary designation in effect
at the time of the Participant’s death, in the event the Beneficiary does not survive the
Participant, or in the event that the beneficiary designation provides that the Beneficiary must be
living at the time of each distribution and such designated Beneficiary does not survive to a
distribution date, the Participant’s estate will be deemed the Beneficiary and will be entitled to
receive payment. If a Participant designates his spouse as a Beneficiary, such beneficiary
designation automatically shall become null and void on the date the Administrator receives notice
of the Participant’s divorce or legal separation.




          Section 9.3.  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 a subsidiary. The right of a Participant or Beneficiary to the payment of
benefits under this Plan shall not be assigned, encumbered or transferred, except as




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permitted under Section 6.5. 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 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
shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the
Company or any subsidiary. 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 and any Participant or Beneficiary, or any other person.




          Section 9.4.  Amendment or Termination of the 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 permitted 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
individuals eligible for participation under the Plan, that materially increases the benefits
provided hereunder, 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.



          (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 an 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.





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	 	(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 9.5.  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 the Administrator shall administer the Plan so that transactions under the
Plan will be exempt from or comply with Section 16 of the Exchange Act, and shall have the right to
restrict or rescind any transaction, or impose other rules and requirements, to the extent it deems
necessary or desirable for such exemption or compliance to be met.




          Section 9.6.  Administrative Expenses. Costs of establishing and administering
the Plan will be paid by the Company.




          Section 9.7.  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 9.8.  Governing Law; Limitation on Actions; Dispute Resolution.





	 	(a)	 	Governing Law. This Plan and the rights and obligations hereunder shall be
governed by and construed in accordance with the internal laws of the State of Wisconsin
(excluding any choice of law rules that may direct the application of the laws of another
jurisdiction).
	 
	 	(b)	 	Arbitration.
	 
	 	(1)	 	Application. If a Participant or Beneficiary brings a
claim that relates to benefits under this Plan, regardless of the basis of the
claim, 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





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	 	 	 	events giving rise to the complaint. However, this time frame may
be extended if the applicable statute of limitations 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
personnel policies. If the claimant has not initiated the complaint resolution
procedure before initiating arbitration on a complaint, the initiation of the
arbitration shall be deemed to begin the complaint resolution procedure. No
arbitration hearing shall be held on a complaint until any applicable Company
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 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.





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	 	(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.






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