exv10wcc



 





Exhibit 10.CC




JOHNSON CONTROLS, INC.

2007 STOCK OPTION PLAN




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




     1. Purpose and Effective Date.



     (a) Purpose. The Johnson Controls, Inc. 2007 Stock Option Plan has two complementary
purposes: (i) to attract and retain outstanding individuals to serve as officers and employees and
(ii) to increase shareholder value. This Plan will provide participants incentives to increase
shareholder value by offering the opportunity to acquire shares of the Company’s common stock, or
receive monetary payments based on the value of such common stock, on the potentially favorable
terms that this Plan provides.



     (b) Effective Date. This Plan became effective, and Awards granted under this Plan, on and
after January 24, 2007 (the “Effective Date”). Upon the Effective Date, no new awards may be
granted under the Johnson Controls, Inc. 2000 Stock Option Plan (the “2000 Stock Option Plan”).



     2. Definitions. Capitalized terms used in this Plan have the following meanings:



     (a) “Administrator” means the Committee. In addition, the Chief Executive Officer of the
Company may act as the Administrator with respect to Awards made (or to be made) to employees who
are not Section 16 Participants or Section 162(m) Participants at the time such authority or
responsibility is exercised.



     (b) “Affiliate” means any entity that, directly or through one or more intermediaries, is
controlled by, controls, or is under common control with the Company within the meaning of Code
Sections 414(b) or (c), provided that, in applying such provisions, the phrase “at least 50
percent” shall be used in place of “at least 80 percent” each place it appears therein; and further
provided that solely for purposes of Sections 2(e), 2(m), 2(r), 9 and 14(b), the phrase “at least
20 percent” shall be used in place of “at least 80 percent” each place it appears therein.



     (c) “Award” means a grant of Options and/or Stock Appreciation Rights.



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



     (e) “Cause” means: (1) if the Participant is subject to an employment agreement with the
Company or an Affiliate that contains a definition of “cause”, such definition, or (2) otherwise,
any of the following as determined by the Administrator: (A) violation of the provisions of any
employment agreement, non-competition agreement, confidentiality agreement, or similar agreement
with the Company or an Affiliate, or the Company’s or an Affiliate’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 an Affiliate, (C) commission of an act of dishonesty or disloyalty
involving the Company or an Affiliate, (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
an Affiliate.



     (f) “Change of Control” means the first to occur of any one of the following events:




     (i) The acquisition by any Person of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 35% or more of either (A) the
then-outstanding Shares (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 “Outstanding Company Voting Securities”); provided, however,
that the



 









 






following acquisitions shall not constitute a Change of Control: (1) any acquisition
directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Company or any
Affiliated Company (as defined below) or (4) any acquisition by any corporation pursuant to
a transaction that complies with Sections 2(f)(iii)(A) — 2(f)(iii)(C);




     (ii) Any time at which individuals who, as of the date hereof, constitute the Board
(the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director subsequent to the date hereof
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 occurs as a result
of an actual or threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board;




     (iii) Consummation of a reorganization, merger, statutory share exchange or
consolidation or similar corporate transaction involving the Company or any of its
subsidiaries, a sale or other disposition of all or substantially all of the assets of the
Company, or the acquisition of assets or stock of another entity by the Company or any of
its subsidiaries (each, a “Business Combination”), in each case unless, following such
Business Combination, (A) all or substantially all of the individuals and entities that were
the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company
Voting Securities immediately prior to such Business Combination beneficially own, directly
or indirectly, more than 50% of the then-outstanding shares of common stock and the combined
voting power of the then-outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation that, as a result of such
transaction, owns the Company or all or substantially all of the Company’s assets either
directly or through one or more subsidiaries) in substantially the same proportions as their
ownership immediately prior to such Business Combination of the Outstanding Company Common
Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person
(excluding any corporation resulting from such Business Combination or any employee benefit
plan (or related trust) of the Company, or an Affiliated Company or such corporation
resulting from such Business Combination) beneficially owns, directly or indirectly, 35% or
more of, respectively, the then-outstanding shares of common stock of the corporation
resulting from such Business Combination or the combined voting power of the
then-outstanding voting securities of such corporation, except to the extent that such
ownership existed prior to the Business Combination, and (C) at least a majority of the
members of the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of the initial
agreement or of the action of the Board providing for such Business Combination; or




     (iv) Approval by the shareholders of the Company of a complete liquidation or
dissolution of the Company.



          Notwithstanding the foregoing, for purposes of an Award that provides for the payment of
deferred compensation that is subject to Code Section 409A, if a Change of Control triggers the
payment of compensation under such Award, then the definition of Change of Control herein shall be
deemed amended to conform to the requirements of Code Section 409A and the Administrator may
provide such an alternate definition of a Change of Control in the Award agreement governing such
Award.




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     (g) “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a specific
provision of the Code includes any successor provision and the regulations promulgated under such
provision.



     (h) “Committee” means the Compensation Committee of the Board (or a successor committee with
the same or similar authority).



     (i) “Company” means Johnson Controls, Inc., a Wisconsin corporation, or any successor thereto.



     (j) “Disability” means the inability to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment that can be expected to result in death
or can be expected to last for a continuous period of at least twelve (12) months, as determined by
the Administrator. The Administrator may request such evidence of disability as it reasonably
determines.



     (k) “Exchange Act” means the Securities Exchange Act of 1934, as amended. Any reference to a
specific provision of the Exchange Act includes any successor provision and the regulations and
rules promulgated under such provision.



     (l) “Fair Market Value” means, per Share on a particular date, the closing sales price on such
date on the New York Stock Exchange, or if no sales of Stock occur on the date in question, on the
last preceding date on which there was a sale on such market. If the Shares are not listed on the
New York Stock Exchange, but are traded on a national securities exchange or in an over-the-counter
market, the closing sales price (or if there is no closing sales price reported, the average of the
closing bid and asked prices) for the Shares on the particular date, or on the last preceding date
on which there was a sale of Shares on that exchange or market, will be used. If the Shares are
neither listed on a national securities exchange nor traded in an over-the-counter market, the
price determined by the Administrator, in its discretion, will be used. However, 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 for such Shares.



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



     (n) “Option” means the right to purchase Shares at a stated price for a specified period of
time.



     (o) “Participant” means an individual selected by the Administrator to receive an Award.



     (p) “Person” has the meaning given in Section 3(a)(9) of the Exchange Act, as modified and
used in Sections 13(d) and 14(d) thereof.



     (q) “Plan” means this Johnson Controls, Inc. 2007 Stock Option Plan, as may be amended from
time to time.



     (r) “Retirement” means termination of employment from the Company and its Affiliates (for
other than Cause) on a date the Participant is then eligible to receive immediate early or normal
retirement benefits under the provisions of any of the Company’s or its Affiliate’s defined benefit
pension plans, or if the Participant is not covered under any such plan, on or after attainment of
age fifty-five (55) and completion of ten (10) years of continuous service with the Company and its
Affiliates



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or on or after attainment of age sixty-five (65) and completion of five (5) years of
continuous service with the Company and its Affiliates.




     (s) “Rule 16b-3” means Rule 16b-3 as promulgated by the United States Securities and Exchange
Commission under the Exchange Act.



     (t) “Section 16 Participants” means Participants who are subject to the provisions of
Section 16 of the Exchange Act at the time in question.



     (u) “Section 162(m) Participants” means the Chief Executive Officer of the Company (or person
acting in such capacity) and the four highest compensated officers (other than the Chief Executive
Officer).



     (v) “Share” means a share of Stock.



     (w) “Stock” means the Common Stock of the Company, par value of $0.04-1/16 per share.



     (x) “Stock Appreciation Right” or “SAR” means the right to receive a payment equal to the
appreciation of the Fair Market Value of a Share during a specified period of time.



     (y) “Subsidiary” means any corporation, limited liability company or other limited liability
entity in an unbroken chain of entities beginning with the Company if each of the entities (other
than the last entity in the chain) owns the stock or equity interest possessing more than fifty
percent (50%) of the total combined voting power of all classes of stock or other equity interests
in one of the other entities in the chain.



     3. Administration.



     (a) Administration. The Administrator shall administer this Plan. In addition to the
authority specifically granted to the Administrator in this Plan, the Administrator has full
discretionary authority to administer this Plan and all Awards, including but not limited to the
authority to: (i) interpret the provisions of this Plan, (ii) prescribe, amend and rescind rules
and regulations relating to this Plan, (iii) correct any defect, supply any omission, or reconcile
any inconsistency in any Award or agreement covering an Award in the manner and to the extent it
deems desirable to carry this Plan into effect and (iv) make all other determinations necessary or
advisable for the administration of this Plan. All determinations of the Administrator are final
and binding.



     (b) Delegation to Other Committees or Officers. To the extent applicable law permits, the
Board may delegate to another committee of the Board, or the Committee may delegate to one or more
officers of the Company, any or all of the authority and responsibility of the Committee. However,
no such delegation is permitted with respect to Awards made to Section 16 Participants or Section
162(m) Participants at the time any such delegated authority or responsibility is exercised. The
Board also may delegate to another committee of the Board consisting entirely of Non-Employee
Directors any or all of the authority and responsibility of the Committee with respect to
individuals who are Section 16 Participants or Section 162(m) Participants. If the Board or the
Committee has made such a delegation, then all references to the Committee in this Plan include
such other committee or one or more officers to the extent of such delegation.



     (c) Indemnification. The Company will indemnify and hold harmless each member of the
Committee, the Chief Executive Officer of the Company, and each officer or member of any other
committee to whom a delegation under Section 3(b) has been made, as to any act done, or
determination made, with respect to this Plan or any Award to the maximum extent that the law and
the Company’s articles of incorporation and by-laws permit.



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     4. Eligibility. The Administrator (to the extent of its authority) may designate any of the
following as a Participant from time to time: any officer or other employee of the Company or its
Affiliates, or an individual that the Company or an Affiliate has engaged to become an officer or
employee. The Administrator’s designation of a Participant in any year will not require the
Administrator to designate such person to receive an Award in any other year. No individual shall
have any right to be granted an Award, even if an Award was granted to such individual at any prior
time, or if a similarly-situated individual is or was granted an Award under similar circumstances.



     5. Types of Awards. Subject to the terms of this Plan, the Administrator may grant any type
of Award to any Participant it selects, but only employees of the Company or a Subsidiary may
receive grants of incentive stock options within the meaning of Code Section 422. Awards may be
granted alone or in addition to, in tandem with, or in substitution for any other Award (or any
other award granted under another plan of the Company or any Affiliate).



     6. Shares Reserved under this Plan.



     (a) Plan Reserve. Subject to adjustment as provided in Section 13, an aggregate of 36,965,289
Shares, plus the Shares described in subsection (c), are reserved for issuance under this Plan.
Notwithstanding the foregoing, subject to adjustment as provided in Section 13, the Company may
issue only 36,965,289 Shares under this Plan upon the exercise of incentive stock options.



     (b) Depletion and Replenishment of Share Reserve. The aggregate number of Shares reserved
under Section 6(a) shall be depleted by the number of Shares with respect to which an Award is
granted. If, however, an Award lapses, expires, terminates or is cancelled without the issuance of
Shares under the Award, or if Shares are forfeited under an Award, or if Shares are issued under
any Award and the Company subsequently reacquires them pursuant to rights reserved upon the
issuance of the Shares, or if an SAR is settled in cash, then such Shares may again be used for new
Awards under this Plan under Section 6(a), but such Shares may not be issued pursuant to incentive
stock options.



     (c) Addition of Shares from Predecessor Plan. After November 15, 2006, and prior to December
31, 2009, if any Shares subject to awards granted under the 2000 Stock Option Plan would again
become available for new grants under the terms of such plan (and are in fact not used for new
grants under such plan prior to the Effective Date), then those Shares will be available for the
purpose of granting Awards under this Plan, thereby increasing the number of Shares available for
issuance under this Plan as determined under the first sentence of Section 6(a). Any such Shares
will not be available for future awards under the 2000 Stock Option Plan after the Effective Date.



     (d) Participant Limitations. Subject to adjustment as provided in Section 13, no Participant
may receive Options for, and/or Stock Appreciation Rights with respect to, more than 2,000,000
Shares during any two consecutive calendar years. In the initial calendar year that this Plan is
in effect, any Options or SARs granted to a Participant under the 2000 Option Plan in such calendar
year shall be counted towards this limit. In all cases, determinations under this Section 6(d)
should be made in a manner that is consistent with the exemption for performance-based compensation
that Code Section 162(m) provides.



     7. Options. Subject to the terms of this Plan, the Administrator will determine all terms and
conditions of each Option, including but not limited to: (a) the grant date, which may not be any
day prior to the date the Administrator approves the grant; (b) the number of Shares subject to the
Option; (c) the exercise price, which may not be less than the Fair Market Value of the Shares
subject to the Option as determined on the date of grant; (d) the terms and conditions of exercise;
and (e) the term, except that an Option must terminate no later than ten (10) years after the date
of grant. In all other respects, the terms of any incentive stock option should comply with the
provisions of Code Section 422 except to the extent the Administrator determines otherwise.



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     8. Stock Appreciation Rights. Subject to the terms of this Plan, the Administrator will
determine all terms and conditions of each SAR, including but not limited to: (a) whether the SAR
is granted independently of an Option or relates to an Option; (b) the number of Shares to which
the SAR relates; (c) the grant date, which may not be any day prior to the date the Administrator
approves the grant; (d) the grant price, provided that the grant price shall not be less than the
Fair Market Value of the Shares subject to the SAR as determined on the date of grant; (e) the
terms and conditions of exercise or maturity; (f) the term, provided that an SAR must terminate no
later than ten (10) years after the date of grant; and (g) whether the SAR will be settled in cash,
Shares or a combination thereof. If an SAR is granted in relation to an Option, then unless
otherwise determined by the Administrator, the SAR shall be exercisable or shall mature at the same
time or times, on the same conditions and to the extent and in the proportion, that the related
Option is exercisable and may be exercised or mature for all or part of the Shares subject to the
related Option. Upon exercise of an SAR in respect of any number of Shares, the number of Shares
subject to the related Option shall be reduced by the same amount and such Option may not be
exercised with respect to that number of Shares. The exercise of any number of Options that relate
to an SAR shall likewise result in an equivalent reduction in the number of Shares covered by the
related SAR.



     9. Termination of Awards.



     (a) Termination of Employment. Unless otherwise provided by the Administrator, in the event
of the Participant’s termination of employment or service from the Company and its Affiliates:




     (i) As a result of death, the Participant’s Award shall be exercisable immediately to
the extent it would have been exercisable had the Participant remained in service for twelve
(12) months after the date of death, and may be exercised until the earlier of the first
(1st) anniversary of the date of the Participant’s death or the last day of the
term of the Award.




     (ii) As a result of Retirement, the Participant’s Award shall be exercisable
immediately in full (provided that an Award made to a Participant who Retires prior to the
end of the first full calendar year following the completion of the fiscal year in which
such Award was granted shall be exercisable only to the extent exercisable as of the date of
Retirement and without regard to Retirement), and may be exercised until the earlier of the
third (3rd) anniversary of the date of Retirement or the last day of the term of
the Award; provided that if the Participant is an officer of the Company at the time of
Retirement, the Award may be exercised for the remainder of its full term;




     (iii) As a result of Disability, the Participant’s Award shall be exercisable
immediately in full, and may be exercised until the earlier of the third (3rd)
anniversary of the date of termination or the last day of the term of the Award; provided
that if the Participant is an officer of the Company at the time of Disability, the Award
may be exercised until the earlier of the fifth (5th) anniversary of the date of
termination or the date the Award expires;




     (iv) For any other reason not described above (other than Cause, which is governed by
subsection (b)), the Participant’s Award may be exercisable (to the extent exercisable as of
the date of such termination) until the earlier of thirty (30) days from the date of
termination or the date the Award expires.



     For purposes of this subsection (a) and Sections 7 and 8, the termination of an Award shall
occur at the close of business at the Company’s headquarters on the date in question, or if the
date in question is a Saturday, Sunday or holiday, on the immediately preceding business day.



     (b) For Cause or Inimical Conduct. Unless otherwise provided by the Administrator,
notwithstanding any provisions of this Plan or an Award agreement to the contrary, a Participant’s
Award shall be immediately cancelled and forfeited, regardless of vesting, and any pending
exercises shall be cancelled, on the date that: (i) the Company or an Affiliate terminates the
Participant’s



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employment for Cause, (ii) the Administrator determines that the Participant’s employment
could have been terminated for Cause if the Company or Affiliate had all relevant facts in its
possession as of the date of the Participant’s termination, or (iii) the Administrator determines
the Participant has engaged in Inimical Conduct. The Administrator may suspend all exercises or
delivery of cash or Shares (without liability for interest thereon) pending its determination of
whether the Participant has been or should have been terminated for Cause or has engaged in
Inimical Conduct.




     10. Transferability. Awards are not transferable other than by will or the laws of descent
and distribution, unless and to the extent the Administrator allows a Participant to: (a) designate
in writing a beneficiary to exercise the Award after the Participant’s death; or (b) transfer an
Award.



     11. Termination and Amendment of Plan; Amendment, Modification or Cancellation of Awards.



     (a) Term of Plan. Unless the Board earlier terminates this Plan pursuant to Section 11(b),
this Plan will terminate on the tenth (10th) anniversary of the Effective Date.



     (b) Termination and Amendment. The Board or the Committee may amend, alter, suspend,
discontinue or terminate this Plan at any time, subject to the following limitations:




     (i) the Board must approve any amendment of this Plan to the extent the Company
determines such approval is required by: (A) action of the Board, (B) applicable corporate
law or (C) any other applicable law;




     (ii) shareholders must approve any amendment of this Plan to the extent the Company
determines such approval is required by: (A) Section 16 of the Exchange Act, (B) the Code,
(C) the listing requirements of any principal securities exchange or market on which the
Shares are then traded or (D) any other applicable law; and




     (iii) shareholders must approve any of the following Plan amendments: (A) an amendment
to materially increase any number of Shares specified in Section 6(a) or 6(d) (except as
permitted by Section 13); or (B) an amendment that would diminish the protections afforded
by Section 11(e).



          Notwithstanding anything in the Plan to the contrary, the Board reserves the right to amend
the provisions of Section 13(c) prior to the effective date of a Change of Control without the need
to obtain the consent of a Participant or any other individual with an interest in an Award.




     (c) Amendment, Modification or Cancellation of Awards. Subject to the requirements of this
Plan including Section 11(e), the Administrator may modify, amend or cancel any Award, or waive any
restrictions or conditions applicable to any Award or the exercise of the Award, provided that any
modification or amendment that materially diminishes the rights of the Participant, or the
cancellation of the Award, shall be effective only if agreed to by the Participant, but the
Administrator need not obtain Participant consent for the modification, adjustment or cancellation
of an Award pursuant to the provisions of Section 13 or the modification of an Award to the extent
deemed necessary in the judgment of the Administrator to comply with any applicable law or the
listing requirements of any principal securities exchange or market on which the Shares are then
traded or to preserve favorable accounting treatment of any Award for the Company. Notwithstanding
the foregoing, unless determined otherwise by the Administrator, any such amendment shall be made
in a manner that will enable an Award intended to be exempt from Code Section 409A to continue to
be so exempt, or to enable an Award intended to comply with Code Section 409A to continue to so
comply.



     (d) Survival of Authority and Awards. Notwithstanding the foregoing, the authority of the
Board and the Administrator under this Section 11 and to otherwise administer this Plan will extend
beyond the date of this Plan’s termination. In addition, termination of this Plan will not affect
the rights of



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Participants with respect to Awards previously granted to them, and all unexpired Awards will
continue in force and effect after termination of this Plan except as they may be terminated by
their own terms and conditions or the terms and conditions of this Plan prior to its termination.




     (e) Repricing Prohibited. Notwithstanding anything in this Plan to the contrary, and except
for the adjustments provided in Section 13, neither the Administrator nor any other person may
decrease the exercise price for any outstanding Option or SAR after the date of grant nor allow a
Participant to surrender an outstanding Option or SAR to the Company as consideration for the grant
of a new Option or SAR with a lower exercise price.



     (f) Foreign Participation. To assure the viability of Awards granted to Participants employed
in foreign countries, the Administrator may provide for such special terms as it may consider
necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover,
the Administrator may approve such supplements to, or amendments, restatements or alternative
versions of, this Plan as it determines is necessary or appropriate for such purposes. Any such
amendment, restatement or alternative versions that the Administrator approves for purposes of
using this Plan in a foreign country will not affect the terms of this Plan for any other country.
In addition, all such supplements, amendments, restatements or alternative versions must comply
with the provisions of Section 11(b)(ii) or (iii).



     (g) Code Section 409A. The provisions of Code Section 409A are incorporated herein by
reference to the extent necessary for any Award that is subject to Code Section 409A to comply
therewith.



     12. Taxes.



     (a) Withholding. The Company is entitled to withhold the amount of any tax attributable to
any amount payable or Shares deliverable under this Plan, and the Company may defer making payment
or delivery if any such tax may be pending unless and until indemnified to its satisfaction. If
Shares are deliverable upon exercise or payment of an Award, the Administrator may permit or
require a Participant to satisfy all or a portion of the federal, state and local withholding tax
obligations arising in connection with such Award by electing to (a) have the Company withhold
Shares otherwise issuable under the Award, (b) tender back Shares received in connection with such
Award or (c) deliver other previously owned Shares, in each case having a Fair Market Value equal
to the amount to be withheld. However, to the extent that the limitation in this sentence must
apply for the Company to avoid an accounting charge, the amount to be withheld may not exceed the
total minimum federal, state and local tax withholding obligations associated with the transaction.
If the Administrator permits an election, the election must be made on or before the date as of
which the amount of tax to be withheld is determined and otherwise as the Administrator requires.



     (b) No Guarantee of Tax Treatment. Notwithstanding any provisions of this 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.



     13. Adjustment Provisions; Change of Control.



     (a) Adjustment of Shares. If (i) the Company shall at any time be involved in a merger or
other transaction in which the Shares are changed or exchanged, (ii) the Company shall subdivide or
combine its Shares or the Company shall declare a dividend payable in Shares, other securities, or
other property; (iii) the Company shall effect a cash dividend the amount of which exceeds ten
percent (10%) of the Fair Market Value at the time the dividend is declared, or the Company shall
effect any other dividend or other distribution on the Shares in the form of cash, or a repurchase
of Shares, that



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the Board determines by resolution is special or extraordinary in nature or that is in
connection with a transaction that the Company characterizes publicly as a recapitalization or
reorganization involving the Shares, or (iv) any other event shall occur, which, in the case of
this clause (iv), in the judgment of the Committee necessitates an adjustment to prevent dilution
or enlargement of the benefits or potential benefits intended to be made available under this Plan,
then the Board or Committee shall, in such manner as it deems equitable, adjust any or all of:
(i) the number and type of Shares subject to this Plan (including the number and type of Shares
described in Sections 6(a), 6(c) and 6(d)) and which may after the event be made the subject of
Awards under this Plan, (ii) the number and type of Shares subject to outstanding Awards, and
(iii) the exercise or grant price with respect to any Award. Without limitation, in the event
of any reorganization, merger, consolidation, combination or other similar corporate transaction or
event, whether or not constituting a Change of Control (other than any such transaction in which
the Company is the continuing corporation and in which the outstanding Stock is not being converted
into or exchanged for different securities, cash or other property, or any combination thereof),
the Committee may substitute, on an equitable basis as the Committee determines, for each Share
then subject to an Award and the Shares subject to this Plan (if the Plan will continue in effect),
the number and kind of shares of stock, other securities, cash or other property to which holders
of Stock are or will be entitled in respect of each Share pursuant to the transaction.




          Unless the Administrator 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. Further, the number of Shares subject to any Award payable or
denominated in Shares must always be a whole number. Notwithstanding the foregoing, in the case of
a stock dividend (other than a stock dividend declared in lieu of an ordinary cash dividend) or
subdivision or combination of the Shares (including a reverse stock split), if no action is taken
by the Board or Committee, adjustments contemplated by this subsection that are proportionate shall
nevertheless automatically be made as of the date of such stock dividend or subdivision or
combination of the Shares.




     (b) Issuance or Assumption. Notwithstanding any other provision of this Plan, and without
affecting the number of Shares otherwise reserved or available under this Plan, in connection with
any merger, consolidation, acquisition of property or stock, or reorganization, the Administrator
may authorize the issuance of Awards under this Plan or the assumption of awards issued under other
plans upon such terms and conditions as it may deem appropriate, subject to the listing
requirements of any principal securities exchange or market on which the Shares are then traded.



     (c) Change of Control. If the Participant has in effect an employment, retention, change of
control, severance or similar agreement with the Company or any Affiliate that discusses the effect
of a Change of Control on the vesting of a Participant’s Awards, then such agreement shall control
the vesting of such Awards upon the occurrence of a Change of Control. In all other cases, unless
provided otherwise in an Award agreement, upon a Change of Control, all Awards then held by
Participants who are employed by the Company or an Affiliate shall be exercisable in full. In
addition, upon a Change of Control, the Committee may, in its discretion, cancel each outstanding
Award effective on the date of the Change of Control 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 of
Control (as determined by the Committee) over the exercise price of the Option or the grant price
of the Stock Appreciation Right, as the case may be.



          Except as otherwise expressly provided in any agreement between a Participant and the Company
or an Affiliate, if the receipt of any payment by a Participant under the circumstances described
above would result in the payment by the Participant of any excise tax provided for in Section 280G
and Section 4999 of the Code, then the amount of such payment shall be reduced to the extent
required to prevent the imposition of such excise tax.




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     14. Miscellaneous.



     (a) Other Terms and Conditions. Any Award may also be subject to other provisions (whether or
not applicable to the Award granted to any other Participant and whether determined at the time of
grant or later) as the Administrator determines appropriate, including, without limitation,
provisions for:




     (i) the payment of the purchase price of Options by delivery of cash or other Shares or
other securities of the Company (including by attestation) having a then Fair Market Value
equal to the purchase price of such Shares, or by delivery (including by fax) to the Company
or its designated agent of an executed irrevocable option exercise form together with
irrevocable instructions to a broker-dealer to sell or margin a sufficient portion of the
Shares and deliver the sale or margin loan proceeds directly to the Company to pay for the
exercise price;




     (ii) restrictions on resale or other disposition of Shares; and




     (iii) compliance with federal or state securities laws and stock exchange requirements.



     (b) Employment. The issuance of an Award shall not confer upon a Participant any right with
respect to continued employment or service with the Company or any Affiliate. Unless determined
otherwise by the Administrator, for purposes of this Plan and all Awards, the following rules shall
apply:




     (i) a Participant who transfers employment between the Company and its Affiliates, or
between Affiliates, will not be considered to have terminated employment;




     (ii) a Participant who ceases to be employed by the Company or an Affiliate and
immediately thereafter becomes a non-employee director of the Company or of an Affiliate, or
a consultant to the Company or any Affiliate shall not be considered to have terminated
employment until such Participant’s service as a director of, or consultant to, the Company
and its Affiliates has ceased;




     (iii) a Participant employed by an Affiliate will be considered to have terminated
employment with the Company and its Affiliates when such entity ceases to be an Affiliate.



          Notwithstanding the foregoing, for purposes of an Award that is subject to Code Section 409A,
if a Participant’s termination of employment triggers the payment of compensation under such Award,
then the Participant will be deemed to have terminated employment upon a “separation from service”
within the meaning of Code Section 409A.




     (c) No Fractional Shares. No fractional Shares or other securities may be issued or delivered
pursuant to this Plan, and the Administrator may determine whether cash, other securities or other
property will be paid or transferred in lieu of any fractional Shares or other securities, or
whether such fractional Shares or other securities or any rights to fractional Shares or other
securities will be canceled, terminated or otherwise eliminated.



     (d) Offset. The Company shall have the right to offset, from any amount payable or stock
deliverable hereunder, any amount that the Participant owes to the Company or any Affiliate without
the consent of the Participant or any individual with a right to the Participant’s Award.



     (e) Unfunded Plan. This Plan is unfunded and does not create, and should not be construed to
create, a trust or separate fund with respect to this Plan’s benefits. This Plan does not establish
any fiduciary relationship between the Company and any Participant or other person. To the extent
any person holds any rights by virtue of an Award granted under this Plan, such rights are no
greater than the rights of the Company’s general unsecured
creditors.



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     (f) Requirements of Law and Securities Exchange. The granting of Awards and the issuance of
Shares in connection with an Award are subject to all applicable laws, rules and regulations and to
such approvals by any governmental agencies or national securities exchanges as may be required.
Notwithstanding any other provision of this Plan or any Award agreement, the Company has no
liability to deliver any Shares under this Plan or make any payment unless such delivery or payment
would comply with all applicable laws and the applicable requirements of any securities exchange or
similar entity, and unless and until the Participant has taken all actions required by the Company
in connection therewith. The Company may impose such restrictions on any Shares issued under this
Plan as the Company determines necessary or desirable to comply with all applicable laws, rules and
regulations or the requirements of any national securities exchanges.



     (g) Governing Law. This Plan, and all Awards hereunder, and all determinations made and
actions taken pursuant to this Plan, shall be governed by the internal laws of the State of
Wisconsin (without reference to conflict of law principles thereof) and construed in accordance
therewith, to the extent not otherwise governed by the laws of the United States or as otherwise
provided hereinafter. Notwithstanding anything to the contrary herein, if any individual (other
than the Company) brings a claim that relates to benefits under this Plan, regardless of the basis
of the claim (including but not limited to wrongful discharge or Title VII discrimination), such
claim shall be settled by final binding arbitration in accordance with the rules of the American
Arbitration Association (“AAA”) and the following provisions, and judgment upon the award rendered
by the arbitrator may be entered in any court having jurisdiction thereof.




     (i) Initiation of Action. Arbitration must be initiated by serving or mailing a
written notice of the complaint to the other party. Normally, such written notice should be
provided to the other party within one year (365 days) after the day the complaining party
first knew or should have known of the events giving rise to the complaint. However, this
time frame may be extended if the applicable statute of limitation provides for a longer
period of time. If the complaint is not properly submitted within the appropriate time
frame, all rights and claims that the complaining party has or may have against the other
party shall be waived and void. Any notice sent to the Company shall be delivered to:




Office of General Counsel

Johnson Controls, Inc.

5757 North Green Bay Avenue

P.O. Box 591

Milwaukee, WI 53201-0591





The notice must identify and describe the nature of all complaints asserted and the facts
upon which such complaints are based. Notice will be deemed given according to the date of
any postmark or the date of time of any personal delivery.




     (ii) Compliance with Personnel Policies. Before proceeding to arbitration on a
complaint, the claimant must initiate and participate in any complaint resolution procedure
identified in the personnel policies of the Company or an Affiliate, as applicable. 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
complaint resolution procedure of the Company or an Affiliate, as applicable, has been
completed.




     (iii) 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
the award or policy, the awarding of punitive damages, the issuance of any injunction, costs
and attorney’s



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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.




     (iv) Representation and Costs. Each party may be represented in the arbitration by an
attorney or other representative selected by the party. The Company or Affiliate shall be
responsible for its own costs, the AAA filing fee and all other fees, costs and expenses of
the arbitrator and AAA for administering the arbitration. The claimant shall be responsible
for his attorney’s or representative’s fees, if any. However, if any party prevails on a
statutory claim which allows the prevailing party costs and/or attorneys’ fees, the
arbitrator may award costs and reasonable attorneys’ fees as provided by such statute.




     (v) 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.




     (vi) 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.



     (h) Construction. Whenever any words are used herein in the masculine, they shall be
construed as though they were used in the feminine in all cases where they would so apply; and
wherever any words are used in the singular or plural, they shall be construed as though they were
used in the plural or singular, as the case may be, in all cases where they would so apply. Title
of sections are for general information only, and this Plan is not to be construed with reference
to such titles.



     (i) Severability. If any provision of this Plan or any Award agreement or any Award (i) is or
becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any
person or Award, or (ii) would disqualify this Plan, any Award agreement or any Award under any law
the Administrator deems applicable, then such provision should be construed or deemed amended to
conform to applicable laws, or if it cannot be so construed or deemed amended without, in the
determination of the Administrator, materially altering the intent of this Plan, Award agreement or
Award, then such provision should be stricken as to such jurisdiction, person or Award, and the
remainder of this Plan, such Award agreement and such Award will remain in full force and effect.




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