exv10wp



 





Exhibit 10.P




JOHNSON CONTROLS, INC.

2001 RESTRICTED STOCK PLAN

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




ARTICLE 1.

PURPOSE AND DURATION




     Section 1.1.  Purpose. The Johnson Controls, Inc. Restricted Stock Plan has two
complementary purposes: (a) to promote the success of the Company by providing incentives to the
Company’s and subsidiary’s officers and other key employees that will link their personal interests
to the long-term financial success of the Company and to growth in value; and (b) to permit the
Company and its subsidiaries to attract, motivate and retain experienced and knowledgeable
employees upon whose judgment, interest, and special efforts the successful conduct of the
Company’s operations is largely dependent.



     Section 1.2.  Duration. The Plan was originally effective on October 1, 2001.
The Plan was most recently amended and restated effective January 1, 2008. The Plan shall remain
in effect, subject to the right of the Board to terminate the Plan at any time pursuant to Article
11 herein, until all Shares reserved for issuance under the Plan have been issued.



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, when the meaning is intended, the initial letter of the word
is capitalized:



     (a) “Act” means the Securities Act of 1933, as interpreted by rules and regulations 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.



     (b) “Award” means a grant of Restricted Shares or Restricted Share Units.



     (c) “Beneficial Owner” (or derivatives thereof) shall have the meaning ascribed to such term
in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.



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



     (e) “Cause” means: (1) if the Participant is subject to an employment agreement that contains
a definition of “cause”, such definition, or (2) otherwise, any of the following as determined by
the Committee: (a) violation of the provisions of any employment agreement, non-competition agreement, confidentiality agreement, or similar agreement with the
Company or subsidiary, or the Company’s or subsidiary’s code of ethics, as then in effect, (b)
conduct rising to the level of gross negligence or willful misconduct in the course of employment
with the Company or subsidiary, (c) commission of an act of dishonesty or disloyalty involving



 









 







the Company or subsidiary, (d) violation of any federal, state or local law in connection with the
Participant’s employment, or (e) breach of any fiduciary duty to the Company or a subsidiary.



     (f) “Change of Control” means the occurrence of any one of the following:




	 	(1)	 	The acquisition, other than from the Company, by any Person of
Beneficial Ownership 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
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 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.
	 
	 	(2)	 	Individuals who, as of May 24, 1989, constitute the Board (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).
	 
	 	(3)	 	Consummation of a reorganization, merger or consolidation (a
“Business Combination”), in each case, with respect to which all or
substantially all of the individuals and entities who were the respective
Beneficial Owners of the Outstanding 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




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	 	 	 	common stock and the
combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may be, of the
corporation resulting from such Business Combination in substantially the
same proportion as their ownership immediately prior to such Business
Combination of the Outstanding Company Common Stock and Company Voting
Securities, as the case may be.
	 
	 	(4)	 	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 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
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 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.





     (g) “Code” means the Internal Revenue Code of 1986, as interpreted by rules and regulations
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.



     (h) “Committee” means the Compensation Committee of the Board, or such other committee
appointed by the Board to administer the Plan pursuant to Article 3 herein.



     (i) “Company” means Johnson Controls, Inc., a Wisconsin corporation, and any successor as
provided in Article 13.



     (j) “Deferred Compensation Plan” means the Johnson Controls, Inc. Executive Deferred
Compensation Plan, as from time to time amended and in effect.



     (k) “Eligible Employee” means a current management or highly compensated employee of the
Company or subsidiary.



     (l) “Exchange Act” means the Securities Exchange Act of 1934, as interpreted by rules and
regulations 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, the closing sales price on the New York
Stock Exchange 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 Committee.



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     (n) “Inimical Conduct” means any act or omission that is inimical to the best interests of the
Company or any subsidiary, as determined by the Committee in its sole discretion, including but not
limited to: (1) violation of any employment, noncompete, confidentiality or other agreement in
effect with the Company or any subsidiary, (2) taking any steps or doing anything which would
damage or negatively reflect on the reputation of the Company or a subsidiary, or (3) failure to
comply with applicable laws relating to trade secrets, confidential information or unfair
competition.



     (o) “Participant” means an Eligible Employee who has been granted an Award.



     (p) “Period of Restriction” means the period during which Shares or Share Units may not be
transferred and are subject to a substantial risk of forfeiture.



     (q) “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange
Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d)
thereof.



     (r) “Plan” means this Johnson Controls, Inc. 2001 Restricted Stock Plan, as from time to time
amended and in effect.



     (s) “Restricted Shares” means Shares that are subject to a Period of Restriction.



     (t) “Restricted Share Units” means Share Units that are subject to a Period of Restriction.



     (u) “Retirement” means a voluntary termination of employment from the Company and its
subsidiaries (for other than Cause) on or after age fifty-five (55) and completion of at least ten
(10) years of vesting service, or age sixty-five (65) and completion of at least five (5) years of
vesting service (such vesting service to be determined within the meaning of the Johnson Controls
Pension Plan or such other plan or methodology specified by the Committee).



     (v) “Rule 16b-3” means Rule 16b-3 under the Exchange Act.



     (w) “Share” means the common stock of the Company, or such other securities specified in
Section 4.3.



     (x) “Share Unit” means a measure of compensation having a value equal to the Fair Market Value
of a single Share.



     (y) “Total and Permanent Disability” means the Participant’s inability to perform the material
duties of his occupation as a result of a medically-determinable physical or mental impairment
which can be expected to result in death or which has lasted or can be expected to last for a
period of at least twelve (12) months, as determined by the Committee. The Participant will be
required to submit such medical evidence or to undergo a medical



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examination by a doctor selected
by the Committee as the Committee determines is necessary in order to make a determination
hereunder.



     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 said illegal or invalid
provision had not been included.



ARTICLE 3.

ADMINISTRATION




     Section 3.1.  The Committee. The Plan shall be administered by the Committee. If
at any time the Committee shall not be in existence, the Plan shall be administered by the Board
and each reference to the Committee herein shall be deemed to include the Board.



     Section 3.2.  Authority of the Committee. In addition to the authority
specifically granted to the Committee in the Plan, and subject to the provisions of the Plan, the
Committee shall have full power and discretionary authority to: (a) select Participants, grant
Awards, and determine the terms and conditions of each such Award, including but not limited to the
Period of Restriction and the number of Shares to which the Award will relate; (b) administer the
Plan, including but not limited to the power and authority to construe and interpret the Plan and
any award agreement; (c) correct errors, supply omissions or reconcile inconsistencies in the terms
of the Plan and any award agreement; (d) establish, amend or waive rules and regulations, and
appoint such agents, as it deems appropriate for the Plan’s administration; and (e) make any other
determinations, including factual determinations, and take any other action as it determines is
necessary or desirable for the Plan’s administration.



     Notwithstanding the foregoing, the Committee shall have no authority to act to adversely
affect the rights or benefits granted under any outstanding Award without the consent of the person
holding such Award (other than as specifically provided herein).



     Section 3.3.  Decision Binding. The Committee’s determination and decisions made
pursuant to the provisions of the Plan and all related orders or resolutions of the Board shall be
final, conclusive and binding on all persons who have an interest in the Plan or an Award, and such
determinations and decisions shall not be reviewable.



     Section 3.4.  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 majority 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



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



     Section 3.5.  Award Agreements. The Committee shall evidence the grant of each
Award by an award agreement which shall be signed by an authorized officer of the Company and by
the Participant, and shall contain such terms and conditions as may be approved by the Committee,
subject to the terms and conditions as may be approved by the Committee, subject to the terms of
the Plan. Terms and conditions of such Awards need not be the same in all cases.



ARTICLE 4.

SHARES SUBJECT TO THE PLAN




     Section 4.1.  Number of Shares. Subject to adjustment as provided in Section 4.3,
the aggregate number of Shares that may be issued under the Plan or to which an Award may relate
shall not exceed 4.5 million Shares. Shares delivered under the Plan shall consist solely of
treasury Shares.



     Section 4.2.  Lapsed Awards. If any Award is forfeited or terminated for any
reason, the Restricted Shares or Restricted Share Units subject to such Award that are forfeited
shall be available for the grant of a new Award under the Plan.



     Section 4.3.  Adjustments in Authorized Shares. In the event of any merger,
reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, split-up,
share combination, or other change in the corporate structure of the Company affecting the Shares,
the Committee shall adjust: (a) the number and class of Shares which may be delivered under the
Plan; and (b) the number and class of Shares or Share Units subject to outstanding Awards, as it determines to be appropriate and equitable to
prevent dilution or enlargement of the rights intended to be granted hereunder and under any Award;
provided that the number of Shares subject to any Award shall always be a whole number.



ARTICLE 5.

PARTICIPATION




     Subject to the provisions of the Plan, the Committee shall have the authority to select the
Employees to receive an Award. No Employee shall have any right to be granted an Award even if
previously granted an Award.



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ARTICLE 6.

TERMS AND CONDITIONS OF AWARDS




     Section 6.1.  Grant of Award. Subject to the terms and provisions of the Plan,
the Committee shall have the authority to determine the number of Shares or Share Units to which an
Award shall relate, the term of the Restriction Period and conditions for lapse thereof, and any
other terms and conditions of an Award. Prior to January 1, 2008, a Participant was permitted to
elect to receive his or her Award either in the form of Restricted Shares or Restricted Share
Units; provided that if the Participant failed to make a valid election, the Award was made in the
form of Restricted Shares. Effective January 1, 2008, a Participant shall not be given a choice as
to the form of the Award.



     Section 6.2.  Terms and Conditions of Restricted Share Awards.



     (a) Period of Restriction. Restricted Shares may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, and shall be subject to a substantial risk of
forfeiture, until the termination of the applicable Period of Restriction as set forth in the
Participant’s award agreement or provided herein. During the Period of Restriction, the Company
shall have the right to hold the Restricted Shares in escrow.



     (b) Certificate Legend. Each certificate representing Restricted Shares shall bear
the following legend:




“The sale or other transfer of the shares of stock represented by
this certificate, whether voluntary, involuntary, or by operation of
law, is subject to certain restrictions on transfer set forth in the
Johnson Controls, Inc. 2001 Restricted Stock Plan, in the rules and
administrative procedures adopted pursuant to such Plan, and in a
Restricted Stock Agreement dated                     . A copy of the
Plan, such rules and procedures, and such Restricted Stock Agreement
may be obtained from the Secretary of Johnson Controls, Inc.”



     (c) Removal of Restrictions. Except as otherwise provided in this Article, Restricted
Shares shall become vested in, and freely transferable by, the Participant after the last day of
the Period of Restriction. Once the Shares are released from the restrictions, the Participant
shall be entitled to have the legend required by subsection (b) removed from his stock certificate.



     (d) Voting Rights. Unless determined otherwise by the Committee, during the Period of
Restriction, Participants holding Restricted Shares may exercise full voting rights with respect to
those Shares.



     (e) Dividends and Other Distributions. Any dividends or other distributions paid or
delivered with respect to Restricted Shares will be subject to the same terms and conditions
(including risk of forfeiture) as the Restricted Shares to which they relate and payment or
delivery thereof will be deferred accordingly. Unless otherwise determined by the Committee, all
dividends or other distributions paid or delivered with respect to Restricted



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Shares shall be
allocated to a Share Unit account or other investment account under the Deferred Compensation Plan.



     Section 6.3.  Terms and Conditions of Restricted Share Units.



     (a) Establishment of Account. Upon the grant of Restricted Share Units to a
Participant, the Company shall establish a bookkeeping account under the Deferred Compensation Plan
to which shall be credited the number of Share Units granted.



     (b) Alienation of Account. A Participant (or beneficiary) shall not have any right to
assign, hypothecate, pledge, encumber or otherwise alienate his Share Unit account.



     (c) Dividends and Other Distributions. Each Participant with a Share Unit account
shall be entitled to receive a credit to such account for any dividends or other distributions
delivered on Shares, whether in the form of cash or in property, in accordance with the terms of
the Deferred Compensation Plan; provided that such credit shall be subject to the same terms and
conditions (including risk of forfeiture) as the Restricted Share Units to which they relate.



     (d) Payment of Account. The value of the Participant’s Share Unit account as to which
the Restriction Period has lapsed shall be paid to the Participant (or his beneficiary) in
accordance with the terms of the Deferred Compensation Plan.



     Section 6.4.  Termination of Employment. Upon a Participant’s termination of
employment from the Company and its subsidiaries, the following rules shall apply:



     (a) Retirement. If the Participant terminates employment due to Retirement, any
remaining Period of Restriction shall continue as if the Participant continued in active
employment. Notwithstanding the foregoing, if the Participant engages in Inimical Conduct after his Retirement, any Restricted Shares and/or Restricted Share Units still subject to a Period
of Restriction shall automatically be forfeited as of the date of the Committee’s determination.



     (b) Death or Disability. If the Participant’s employment terminates because of death
or Total and Permanent Disability at a time when the Participant could not have been terminated for
Cause, or if the Participant dies after Retirement while holding an Award that is subject to a
Period of Restriction, any remaining Period of Restriction shall automatically lapse as of the date
of such termination of employment or death, as applicable.



     (c) Termination for Other Reasons. If the Participant’s employment terminates for any
reason not described above, then any Restricted Shares and/or Restricted Share Units still subject
to a Period of Restriction as of the date of such termination shall automatically be forfeited and
returned to the Company; provided, however, that in the event of an involuntary termination of the
employment of an Employee by the Company or a subsidiary for other than Cause, the Committee may
waive the automatic forfeiture of any or all such Shares or Share Units and may add such new
restrictions to such Restricted Shares or Restricted Share Units as it deems appropriate.



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     (d) Suspension. The Committee may suspend payment or delivery of Shares (without
liability for interest thereon) pending its determination of whether the Participant was or should
have been terminated for Cause or whether the Participant has engaged in Inimical Conduct.



     Section 6.5.  Other Restrictions. The Committee may impose such other
restrictions on any Awards granted pursuant to the Plan (including after the Period of Restriction
lapses) as it may deem advisable including, without limitation, restrictions under applicable
Federal or state securities laws, and the Committee may legend certificates to give appropriate
notice of such restrictions.



ARTICLE 7.

RIGHTS OF ELIGIBLE INDIVIDUALS




     Section 7.1.  Employment. Nothing in the Plan shall interfere with or limit in
any way the right of the Company or subsidiary to terminate any Participant’s employment at any
time, nor confer upon any Participant any right to continue in the employ of the Company or
subsidiary.



     Section 7.2.  No Implied Rights; Rights on Termination of Service. Neither the
establishment of the Plan nor any amendment thereof shall be construed as giving any Participant or
any other person any legal or equitable right unless such right shall be specifically provided for
in the Plan or conferred by specific action of the Committee in accordance with the terms and
provisions of the Plan.



     Section 7.3.  No Funding. Neither the Participant nor any other person shall acquire, by reason of the Plan or any Award,
any right in or title to any assets, funds or property of the Company and its subsidiaries
whatsoever including, without limiting the generality of the foregoing, any specific funds, assets,
or other property which the Company or its subsidiaries may, in their sole discretion, set aside in
anticipation of a liability hereunder. Any benefits which become payable hereunder shall be paid
from the general assets of the Company and its subsidiaries, as applicable. The Participant shall
have only a contractual right to the amounts, if any, payable hereunder unsecured by any asset of
the Company or its subsidiaries. Nothing contained in the Plan constitutes a guarantee by the
Company or its subsidiaries that the assets of the Company or its subsidiaries shall be sufficient
to pay any benefit to any person.



     Section 7.4.  Other Restrictions. As a condition to the issuance of any Shares,
the Committee may require the Participant to enter into a restrictive stock transfer or other
shareholder’s agreement with the Company.



ARTICLE 8.

CHANGE OF CONTROL




     If a Change of Control occurs, any Period of Restriction of any outstanding Award shall lapse
upon the date of the Change of Control.



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ARTICLE 9.

AMENDMENT, MODIFICATION, AND TERMINATION




     Section 9.1.  Amendment, Modification, and Termination of the Plan. At any time
and from time to time, the Board may terminate, amend, or modify the Plan. However, the approval
of any such amendment by the shareholders of the Company shall be obtained if required by the Code,
by the insider trading rules of Section 16 of the Exchange Act, by any national securities exchange
or system on which the Shares are then listed or reported, or by any regulatory body having
jurisdiction with respect hereto. Further, no termination, amendment or modification of the Plan
shall in any manner adversely affect any Award theretofore granted under the Plan, without the
written consent of the Participant, except as specifically provided herein.



     Section 9.2.  Amendment of Award Agreements. The Committee may at any time amend
any outstanding award agreement; provided, however, that any amendment that decreases or impairs
the rights of a Participant under such agreement shall not be effective unless consented to by the
Participant in writing, except that Participant consent shall not be required in the event an Award
is amended, adjusted or cancelled under Section 4.3 or paid as provided in Article 8, and
Participant consent shall not be required with respect to any amendment of the Deferred
Compensation Plan that affects a Participant’s Share Unit account to the extent such plan does not
require Participant consent.



     Section 9.3.  Survival Following Termination. Notwithstanding the foregoing, to the extent provided in the Plan, the authority of
(a) the
Committee to amend, alter, adjust, suspend, discontinue or terminate any Award, waive any
conditions or restrictions with respect to any Award, and otherwise administer the Plan and any
Award and (b) the Board to amend the Plan, shall extend beyond the date of the Plan’s termination.
Termination of the Plan shall not affect the rights of Participants with respect to Awards
previously granted to them, and all unexpired Awards shall continue in force and effect after
termination of the Plan except as they may lapse or be terminated by their own terms and
conditions, subject to the terms of the Deferred Compensation Plan.



ARTICLE 10.

WITHHOLDING




     Section 10.1.  Tax Withholding. The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an applicable amount
sufficient to satisfy foreign, Federal, state and local taxes (including the Participant’s FICA
obligation) required by law to be withheld with respect to the issuance of Shares, the lapse of the
Period of Restriction, or the distribution of the Participant’s Share Unit account. The Company
shall also have the right to withhold Shares as to which the Period of Restriction has lapsed and
which have a Fair Market Value equal to the Participants’ minimum tax withholding liability, to
satisfy any withholding obligations.



     Section 10.2.  Stock Delivery or Withholding. Participants may elect, subject to
the approval of the Committee and such rules as it shall prescribe, to satisfy the withholding
requirement, in whole or in part, by tendering to the Company previously acquired Shares in an



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amount having a Fair Market Value equal to the amount required to be withheld to satisfy the
minimum tax withholding obligations described in Section 10.1. The value of the Shares to be
tendered is to be based on the Fair Market Value of the Shares on the date that the amount of tax
to be withheld is determined.



ARTICLE 11.

LEGENDS; PAYMENT OF EXPENSES




     Section 11.1.  Legends. The Company may endorse such legend or legends upon the
certificates for Shares issued under the Plan and may issue such “stop transfer” instructions to
its transfer agent in respect of such Shares as it determines to be necessary or appropriate to (a)
prevent a violation of, or to perfect an exemption from, the registration requirements of the
Securities Act, applicable state securities laws or other legal requirements, or (b) implement the
provisions of the Plan or any agreement between the Company and the Participant with respect to
such Shares.



     Section 11.2.  Payment of Expenses. The Company shall pay for all issuance taxes
with respect to the issuance of Shares under the Plan, as well as all fees and expenses incurred by
the Company in connection with such issuance.



ARTICLE 12.

SUCCESSORS




     All obligations of the Company under the Plan with respect to Awards granted hereunder shall
be binding on any successor to the Company, whether the existence of such successor is the result
of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all
of the business and/or assets of the Company. The Plan shall be binding upon and inure to the
benefit of the Participants and their heirs, executors, administrators or legal representatives.



ARTICLE 13.

REQUIREMENTS OF LAW




     Section 13.1.  Requirements of Law. The granting of Awards and the issuance of
Shares under this Plan shall be subject to all applicable laws, rules, and regulations, and to such
approvals by any governmental agencies or national securities exchanges as may be required.



     Section 13.2.  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), except as provided in Section 13.3 hereof.



     Section 13.3.  Arbitration.



     (a) Application. Notwithstanding any employee agreement in effect between a
Participant and the Company or any subsidiary employer, if a Participant brings a claim that
relates to benefits under this Plan, regardless of the basis of the claim (including but not
limited to, actions under Title VII, wrongful discharge, breach of employment agreement, etc.),
such



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claim shall be settled by final binding arbitration in accordance with the rules of the
American Arbitration Association (“AAA”) and judgment upon the award rendered by the arbitrator may
be entered in any court having jurisdiction thereof.



     (b) Initiation of Action. Arbitration must be initiated by serving or mailing a
written notice of the complaint to the other party. Normally, such written notice should be
provided 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.



     (c) 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 subsidiary’s personnel policies. If the claimant has not
initiated the complaint resolution procedure before initiating arbitration on a complaint, the
initiation of the arbitration shall be deemed to begin the complaint resolution procedure. No
arbitration hearing shall be held on a complaint until any applicable Company or subsidiary
complaint resolution procedure has been completed.



     (d) Rules of Arbitration. All arbitration will be conducted by a single arbitrator
according to the Employment Dispute Arbitration Rules of the AAA. The arbitrator will have
authority to award any remedy or relief that a court of competent jurisdiction could order or grant
including, without limitation, specific performance of any obligation created under policy, the
awarding of punitive damages, the issuance of any injunction, costs and attorney’s fees to the
extent permitted by law, or the imposition of sanctions for abuse of the arbitration process. The
arbitrator’s award must be rendered in a writing that sets forth the essential findings and
conclusions on which the arbitrator’s award is based.



     (e) Representation and Costs. Each party may be represented in the arbitration by an
attorney or other representative selected by the party. The Company or subsidiary 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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     (f) Discovery; Location; Rules of Evidence. Discovery will be allowed to the same
extent afforded under the Federal Rules of Civil Procedure. Arbitration will be held at a location
selected by the Company. AAA rules notwithstanding, the admissibility of evidence offered at the
arbitration shall be determined by the arbitrator who shall be the judge of its materiality and
relevance. Legal rules of evidence will not be controlling, and the standard for admissibility of
evidence will generally be whether it is the type of information that responsible people rely upon
in making important decisions.



     (g) Confidentiality. The existence, content or results of any arbitration may not be
disclosed by a party or arbitrator without the prior written consent of both parties. Witnesses
who are not a party to the arbitration shall be excluded from the hearing except to testify.




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