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Johnson Controls Inc – ‘10-K’ for 9/30/15 – ‘EX-10.BB’

On:  Wednesday, 11/18/15, at 2:51pm ET   ·   For:  9/30/15   ·   Accession #:  53669-15-34   ·   File #:  1-05097

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  As Of               Filer                 Filing    For·On·As Docs:Size

11/18/15  Johnson Controls Inc              10-K        9/30/15  148:25M

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.76M 
 2: EX-10.BB    Material Contract                                   HTML     74K 
 3: EX-10.F     Material Contract                                   HTML     59K 
 4: EX-10.O     Material Contract                                   HTML    178K 
 6: EX-21       Subsidiaries List                                   HTML     43K 
 7: EX-23       Consent of Experts or Counsel                       HTML     45K 
 5: EX-12       Statement re: Computation of Ratios                 HTML     64K 
 8: EX-31.1     Certification -- §302 - SOA'02                      HTML     50K 
 9: EX-31.2     Certification -- §302 - SOA'02                      HTML     50K 
10: EX-32       Certification -- §906 - SOA'02                      HTML     45K 
99: R1          Document and Entity Information                     HTML     72K 
74: R2          Consolidated Statements of Income                   HTML    145K 
92: R3          Consolidated Statements of Comprehensive Income     HTML     74K 
                (Loss)                                                           
104: R4          Consolidated Statements of Financial Position       HTML    150K  
134: R5          Consolidated Statements of Financial Position       HTML     55K  
                (Parenthetical)                                                  
78: R6          Consolidated Statements of Cash Flows               HTML    171K 
91: R7          Consolidated Statements of Shareholders' Equity     HTML     69K 
                Attributable to Johnson Controls, Inc.                           
67: R8          Consolidated Statements of Shareholders' Equity     HTML     45K 
                Attributable to Johnson Controls, Inc.                           
                (Parenthetical)                                                  
54: R9          Summary of Significant Accounting Policies (Notes)  HTML    126K 
136: R10         Acquisitions and Divestitures (Notes)               HTML     71K  
106: R11         Discontinued Operations (Notes)                     HTML    132K  
105: R12         Inventories (Notes)                                 HTML     54K  
113: R13         Property, Plant and Equipment (Notes)               HTML     61K  
114: R14         Goodwill and Other Intangible Assets (Notes)        HTML    175K  
110: R15         Product Warranties (Notes)                          HTML     59K  
115: R16         Leases (Notes)                                      HTML     63K  
93: R17         Debt and Financing Arrangements (Notes)             HTML    119K 
101: R18         Derivative Instruments and Hedging Activities       HTML    206K  
                (Notes)                                                          
108: R19         Fair Value Measurements (Notes)                     HTML    162K  
147: R20         Stock-based Compensation (Notes)                    HTML    136K  
126: R21         Earnings Per Share (Notes)                          HTML     75K  
84: R22         Equity and Noncontrolling Interests (Notes)         HTML    210K 
107: R23         Retirement Plans (Notes)                            HTML    686K  
88: R24         Significant Restructuring and Impairment Costs      HTML    173K 
                (Notes)                                                          
43: R25         Impairment of Long-Lived Assets (Notes)             HTML     57K 
128: R26         Income Taxes (Notes)                                HTML    192K  
141: R27         Segment Information (Notes)                         HTML    263K  
61: R28         Nonconsolidated Partially-Owned Affiliates (Notes)  HTML     74K 
59: R29         Commitments and Contingencies (Notes)               HTML     51K 
65: R30         Valuation and Qualifying Accounts                   HTML     81K 
66: R31         Summary of Significant Accounting Policies          HTML    184K 
                (Policies)                                                       
68: R32         Summary of Significant Accounting Policies          HTML     61K 
                (Tables)                                                         
29: R33         Discontinued Operations Discontinued Operations     HTML     86K 
                (Tables)                                                         
124: R34         Discontinued Operations Assets and Liabilities      HTML     81K  
                Held for Sale, Specific Transactions (Tables)                    
82: R35         Inventories (Tables)                                HTML     53K 
85: R36         Property, Plant and Equipment (Tables)              HTML     57K 
48: R37         Goodwill and Other Intangible Assets (Tables)       HTML    165K 
146: R38         Product Warranties (Tables)                         HTML     57K  
17: R39         Leases (Tables)                                     HTML     57K 
71: R40         Debt and Financing Arrangements (Tables)            HTML    106K 
132: R41         Derivative Instruments and Hedging Activities       HTML    184K  
                (Tables)                                                         
45: R42         Fair Value Measurements (Tables)                    HTML    141K 
58: R43         Stock-based Compensation (Tables)                   HTML    122K 
64: R44         Earnings Per Share (Tables)                         HTML     69K 
75: R45         Equity and Noncontrolling Interests (Tables)        HTML    207K 
28: R46         Retirement Plans (Tables)                           HTML    676K 
53: R47         Significant Restructuring and Impairment Costs      HTML    106K 
                (Tables)                                                         
20: R48         Significant Restructuring and Impairment Costs      HTML     63K 
                Changes in Restructuring Reserve - 2015                          
                Restructuring Plan (Tables)                                      
130: R49         Significant Restructuring and Impairment Costs      HTML     83K  
                Changes in Restructuring Reserve - 2014                          
                Restructuring Plan (Tables)                                      
44: R50         Significant Restructuring and Impairment Costs      HTML    106K 
                Changes in Restructuring Reserve - 2013                          
                Restructuring Plan (Tables)                                      
125: R51         Income Taxes (Tables)                               HTML    167K  
49: R52         Segment Information (Tables)                        HTML    250K 
72: R53         Nonconsolidated Partially-Owned Affiliates          HTML     71K 
                (Tables)                                                         
19: R54         Summary of Significant Accounting Policies          HTML     63K 
                Carrying Amounts and Classification of Assets and                
                Liabilities for Consolidated VIE's (Detail)                      
25: R55         Summary of Significant Accounting Policies          HTML     89K 
                Accounting Policies (Details)                                    
63: R56         Summary of Significant Accounting Policies          HTML     73K 
                Variable Interest Entities, Additional Information               
                (Details)                                                        
35: R57         Acquisitions and Divestitures Acquisitions          HTML     94K 
                (Details)                                                        
137: R58         Acquisitions and Divestitures Divestitures          HTML    135K  
                (Details)                                                        
80: R59         Discontinued Operations Discontinued Operations     HTML     73K 
                (Details)                                                        
111: R60         Discontinued Operations Discontinued Operations     HTML    136K  
                Additional Information (Details)                                 
52: R61         Discontinued Operations Assets and Liabilities      HTML    112K 
                Held for Sale (Details)                                          
56: R62         Discontinued Operations Assets and Liabilities      HTML     59K 
                Held for Sale Additional Information (Details)                   
121: R63         Inventories Schedule of Inventories (Details)       HTML     54K  
116: R64         Property, Plant and Equipment Schedule of           HTML     63K  
                Property, Plant and Equipment (Details)                          
83: R65         Property, Plant and Equipment (Details)             HTML     58K 
119: R66         Goodwill and Other Intangible Assets Changes in     HTML     87K  
                Carrying Amount of Goodwill (Details)                            
50: R67         Goodwill and Other Intangible Assets Goodwill       HTML     69K 
                Additional Information (Details)                                 
89: R68         Goodwill and Other Intangible Assets Other          HTML     69K 
                Intangible Assets (Details)                                      
140: R69         Goodwill and Other Intangible Assets Other          HTML     59K  
                Intangible Assets Additional Information (Details)               
23: R70         Product Warranties (Details)                        HTML     63K 
42: R71         Leases (Details)                                    HTML     48K 
73: R72         Leases Future Minimum Capital and Operating Lease   HTML     86K 
                Payments and Related Present Value of Capital                    
                Lease Payments (Details)                                         
33: R73         Debt and Financing Arrangements Short-Term Debt     HTML     48K 
                (Details)                                                        
145: R74         Debt and Financing Arrangements Long-Term Debt      HTML     97K  
                (Details)                                                        
46: R75         Long-Term Debt Additional Details (Details)         HTML     89K 
37: R76         Debt and Financing Arrangements Short and           HTML     94K 
                Long-term Debt Additional Information (Details)                  
41: R77         Debt and Financing Arrangements Financing           HTML    179K 
                Arrangements (Details)                                           
26: R78         Debt and Financing Arrangements Net Financing       HTML     53K 
                Charges (Details)                                                
30: R79         Derivative Instruments and Hedging Activities       HTML     49K 
                Outstanding Commodity Hedge Contracts (Details)                  
102: R80         Derivative Instruments and Hedging Activities       HTML     94K  
                Location and Fair Values of Derivative Instruments               
                and Hedging Activities (Details)                                 
39: R81         Derivative Instruments and Hedging Activities       HTML     86K 
                Location and Amount of Gains and Losses Gross of                 
                Tax on Derivative Instruments and Related Hedge                  
                Items (Details)                                                  
138: R82         Derivative Instruments and Hedging Activities       HTML     70K  
                Derivative Assets and Liabilties, Offsetting                     
                (Details)                                                        
69: R83         Derivative Instruments and Hedging Activities       HTML    152K 
                Derivatives, Additional Information (Details)                    
109: R84         Fair Value Measurements Assets and Liabilities      HTML    144K  
                Measured at Fair Value (Details)                                 
118: R85         Fair Value Measurements Fair Value Disclosure,      HTML    117K  
                Additional Information (Details)                                 
38: R86         Stock-based Compensation (Details)                  HTML     96K 
40: R87         Stock-based Compensation Assumptions Used in        HTML     64K 
                Black-Scholes Option Valuation Model (Details)                   
135: R88         Stock-based Compensation Summary of Stock Option    HTML     83K  
                Activity (Details)                                               
34: R89         Stock-based Compensation Assumptions Used in        HTML     70K 
                Black-Scholes Stock Appreciation Rights Valuation                
                Model (Details)                                                  
103: R90         Stock-based Compensation Summary of Stock           HTML     77K  
                Appreciation Rights Activity (Details)                           
96: R91         Summary of Nonvested Restricted Stock Awards        HTML     68K 
                (Details)                                                        
122: R92         Stock-based Compensation Summary of Nonvested       HTML     63K  
                Performance Share Awards (Details)                               
95: R93         Earnings Per Share (Details)                        HTML     47K 
79: R94         Reconciliation of the numerators and denominators   HTML     78K 
                (Details)                                                        
129: R95         Equity and Noncontrolling Interests Equity          HTML    172K  
                Attributable to Johnson Controls, Inc. and                       
                Noncontrolling Interests (Details)                               
76: R96         Equity and Noncontrolling Interests Equity          HTML     45K 
                Attributable to Johnson Controls, Inc. and                       
                Noncontrolling Interests (Additional Information)                
                (Details)                                                        
47: R97         Equity and Noncontrolling Interests Changes in      HTML     73K 
                Redeemable Noncontrolling Interests (Details)                    
86: R98         Equity and Noncontrolling Interests Accumulated     HTML    134K 
                Other Comprehensive Income (Details)                             
81: R99         Retirement Plans (Details)                          HTML     80K 
62: R100        Retirement Plans Projected Benefit Payments from    HTML     62K 
                Plans (Details)                                                  
148: R101        Plan Assets by Asset Category (Details)             HTML    242K  
120: R102        Retirement Plans Summary of Changes in Fair Value   HTML     87K  
                of Assets Measured Using Significant Unobservable                
                Inputs (Level 3) (Details)                                       
94: R103        Retirement Plans Accumulated Benefit Obligations    HTML    289K 
                and Reconciliations of Changes in Projected                      
                Benefit Obligation, Changes in Plan Assets and                   
                Funded Status (Details)                                          
27: R104        Amounts in Accumulated Other Comprehensive Income,  HTML     57K 
                Exclusive of Tax Impacts, that have not yet been                 
                Recognized as Components of Net Periodic Benefit                 
                Costs (Details)                                                  
131: R105        Amounts in Accumulated Other Comprehensive Income   HTML    104K  
                Expected to be Recognized as Components of Net                   
                Periodic Benefit Cost over Next Fiscal Year                      
                (Details)                                                        
139: R106        Retirement Plans Components of Net Periodic         HTML    103K  
                Benefit Cost (Details)                                           
133: R107        Significant Restructuring and Impairment Costs      HTML    123K  
                (Detail)                                                         
90: R108        Significant Restructuring and Impairment Costs      HTML    147K 
                (Changes in Company's Restructuring Reserve)                     
                (Detail)                                                         
36: R109        Impairment of Long-Lived Assets (Details)           HTML     71K 
112: R110        Income Taxes Significant Components of Company's    HTML     73K  
                Income Tax Provision from Continuing Operations                  
                (Details)                                                        
51: R111        Income Taxes Reconciliation of Beginning and        HTML     61K 
                Ending Amount of Unrecognized Tax Benefits                       
                (Details)                                                        
18: R112        Income Taxes Tax Jurisdictions and Years Currently  HTML     84K 
                under Audit Exam (Details)                                       
77: R113        Income Taxes Components of Provision for Income     HTML     97K 
                Taxes on Continuing Operations (Details)                         
70: R114        Income Taxes Deferred Taxes Classified in           HTML     60K 
                Consolidated Statements of Financial Position                    
                (Detail)                                                         
127: R115        Income Taxes Temporary Differences And              HTML     88K  
                Carryforwards in Deferred Tax Assets and                         
                Liabilities (Details)                                            
55: R116        Income Taxes Valuation Allowance, Additional        HTML     45K 
                Details (Details)                                                
143: R117        Income Taxes Uncertain Tax Position, Additional     HTML     59K  
                Information (Details)                                            
31: R118        Income Taxes Other Tax Matters (Details)            HTML     87K 
98: R119        Income Taxes Changes in Tax Legislation and         HTML     63K 
                Statutory Tax Rate (Details)                                     
117: R120        Income Taxes Income Taxes, Continuing Operations    HTML     65K  
                (Details)                                                        
21: R121        Segment Information (Details)                       HTML     50K 
97: R122        Segment Information Financial Information Related   HTML    121K 
                to Company's Reportable Segments (Details)                       
87: R123        Segment Information Financial Information Related   HTML     68K 
                to Company's Reportable Segments (Additional                     
                Information) (Details)                                           
24: R124        Segment Information Geographic Segments (Details)   HTML     61K 
100: R125        Nonconsolidated Partially-Owned Affiliates          HTML     44K  
                (Detail)                                                         
144: R126        Nonconsolidated Partially-Owned Affiliates          HTML     83K  
                Summarized Balance Sheet Data (Detail)                           
32: R127        Nonconsolidated Partially-Owned Affiliates          HTML     60K 
                Summarized Income Statement Data (Detail)                        
57: R128        Commitments and Contingencies (Detail)              HTML     48K 
123: R129        Valuation and Qualifying Accounts Schedule II       HTML     71K  
                (Details)                                                        
142: XML         IDEA XML File -- Filing Summary                      XML    284K  
22: EXCEL       IDEA Workbook of Financial Reports                  XLSX    202K 
11: EX-101.INS  XBRL Instance -- jci-20150930                        XML   9.05M 
13: EX-101.CAL  XBRL Calculations -- jci-20150930_cal                XML    408K 
14: EX-101.DEF  XBRL Definitions -- jci-20150930_def                 XML   2.04M 
15: EX-101.LAB  XBRL Labels -- jci-20150930_lab                      XML   3.48M 
16: EX-101.PRE  XBRL Presentations -- jci-20150930_pre               XML   2.55M 
12: EX-101.SCH  XBRL Schema -- jci-20150930                          XSD    378K 
60: ZIP         XBRL Zipped Folder -- 0000053669-15-000034-xbrl      Zip    603K 


‘EX-10.BB’   —   Material Contract


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  Exhibit  


EXHIBIT 10.BB



JOHNSON CONTROLS, INC.
RESTRICTED STOCK OR RESTRICTED STOCK UNIT AWARD

Grant - Terms for Restricted Stock and Restricted Stock Units

Johnson Controls, Inc. has adopted the 2012 Omnibus Incentive Plan to permit awards of restricted stock or restricted stock units to be made to certain key employees of the Company or any Affiliate. The Company desires to provide incentives and potential rewards for future performance by the employee by providing the Participant with a means to acquire or to increase his/her proprietary interest in the Company's success.

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

(a)
“Award” means this grant of Restricted Stock and/or Restricted Stock Units.
(b)
“Award Notice” means the Award notification delivered to the Participant.
(c)
“Company” means Johnson Controls, Inc., a Wisconsin corporation, or any successor thereto.
(d)
“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.
(e)
“Inimical Conduct” means any act or omission that is inimical to the best 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.
(f)
“Participant” means the individual selected to receive this Award.
(g)
“Plan” means the Johnson Controls, Inc. 2012 Omnibus Incentive Plan, as may be amended from time to time.
(h)
“Restriction Period” means the length of time indicated in the Award Notice during which the Participant cannot sell, transfer, pledge, assign or otherwise encumber the Restricted Stock or Restricted Stock Units subject to this Award, as specified in the Award Notice.
(i)
“Restricted Stock” means a Share that is subject to a risk of forfeiture and the Restriction Period.
(j)
“Restricted Stock Unit” means the right to receive a payment, in cash or Shares, equal to the Fair Market Value of one Share, that is subject to a risk of forfeiture and the Restriction Period.
(k)
“Retirement” has the meaning given in the Plan.
(l)
“Share” means a share of Stock.
(m)
“Stock” means the Common Stock of the Company.

Other capitalized terms used in this Award have the meanings given in the Plan.

The parties agree as follows:

1.
Grant of Award. Subject to the terms and conditions of the Plan, a copy of which has been delivered to the Participant and made a part of this Award, and to the terms and conditions of this Award, the Company grants to the Participant an award of Restricted Stock or Restricted Stock Units, as specified in the Award Notice, on the date (the “Grant Date”) and with respect to the number of Shares specified in the Award Notice.

2.
Restricted Shares. If the Award is in the form of Shares of Restricted Stock, the Shares are subject to the following terms:






a.
Restriction Period. The Company will hold the Shares in escrow for the Restriction Period. During this period, the Shares shall be subject to forfeiture as provided in Section 4.

b.
Removal of Restrictions. Subject to any applicable deferral election under the Johnson Controls, Inc. Executive Deferred Compensation Plan (or any successor plan) and to Section 4 below, Shares that have not been forfeited shall become available to the Participant after the last day of the Restriction Period upon payment in full of all taxes due with respect to such Shares.

c.
Voting Rights. During the Restriction Period, the Participant may exercise full voting rights with respect to the Shares.

d.
Dividends and Other Distributions. Any cash dividends or other distributions paid or delivered with respect to Shares of Restricted Stock for which the record date occurs on or before the last day of the Restriction Period will be credited to a bookkeeping account for the benefit of the Participant. For U.S. domestic Participants, the account will be converted into and settled in additional Shares issued under the Plan at the end of the applicable Restriction Period; for all other Participants, the account will be paid to the Participant in cash at the end of the applicable Restriction Period. Prior to the end of the Restriction Period, such account will be subject to the same terms and conditions (including risk of forfeiture) as the Shares of Restricted Stock to which the dividends or other distributions relate.

3.
Restricted Stock Units. If the Award is in the form of Restricted Stock Units, the Restricted Stock Units are subject to the following terms:

a.
Restriction Period. During the Restriction Period, the Restricted Stock Units shall be subject to forfeiture as provided in Section 4.

b.
Settlement of Restricted Stock Units. Subject to any applicable deferral election under the Johnson Controls, Inc. Executive Deferred Compensation Plan (or any successor plan thereto) and to Section 4 below, the Restricted Stock Units shall be settled by, for Participants who are Section 16 Participants on the Grant Date, payment of one Share per Restricted Stock Unit or, for all other Participants (including Participants who become Section 16 Participants after the Grant Date), payment of cash equal to the Fair Market Value of one Share per Restricted Stock Unit, in each case after the last day of the Restriction Period and upon payment in full of all taxes due with respect to such Restricted Stock Units.

c.
Dividend Equivalent Units. Any cash dividends or other distributions paid or delivered with respect to the Stock for which the record date occurs on or before the last day of the Restriction Period will result in a credit to a bookkeeping account for the benefit of the Participant. The credit will be equal to the dividends or other distributions that would have been paid with respect to the Shares subject to the Restricted Stock Units had such Shares been outstanding. For Participants who are Section 16 Participants on the Grant Date, the account will be converted into and settled in additional Shares issued under the Plan at the end of the applicable Restriction Period; for all other Participants (including Participants who become Section 16 Participants after the Grant Date), the account will be paid to the Participant in cash at the end of the applicable Restriction Period. Prior to the end of the Restriction Period, such account will be subject to the same terms and conditions (including risk of forfeiture) as the Restricted Stock Units to which the dividends or other distributions relate.

4.
Termination of Employment - Risk of Forfeiture.

a.
Retirement. If the Participant terminates employment from the Company and its Affiliates due to Retirement at a time when the Participant could not have been terminated for Cause, then the Participant shall become vested in a prorated portion of the total number of Shares of Restricted Stock or Restricted Stock Units subject to this Award based on the number of days of the Participant’s employment during the Restricted Period prior to Retirement compared to the total number of days in the Restricted Period. Any Shares of Restricted Stock or Restricted Stock Units subject to this Award that do not become vested under this paragraph as a result of the Retirement shall automatically be forfeited and returned to the Company as of the date of the Retirement. Any remaining Restriction Period shall continue with respect to the vested Shares or Restricted Stock Units as if the Participant continued in active employment. If the Participant engages in Inimical Conduct after his Retirement,





as determined by the Administrator, any Restricted Stock and/or Restricted Stock Units still subject to a Restriction Period shall automatically be forfeited as of the date of the Administrator’s determination.
b.
Death. If the Participant’s employment with the Company and its Affiliates terminates because of death at a time when the Participant could not have been terminated for Cause, then, effective as of the date the Company determines the Participant’s employment terminated due to death (provided such determination is made no more than 75 days after the date of death), any remaining Restriction Period shall automatically lapse. If the Participant dies after Retirement while this Award is still subject to the Restriction Period, then, effective as of the date of the Participant’s death (provided the Company receives notice of the Participant’s death within 75 days), any remaining Restriction Period shall automatically lapse as of the date of death. The Company shall have no liability to any person for any taxes, penalties or interest incurred by any person due to the Company not receiving notice of the Participant’s death within 75 days.

c.
Disability. If the Participant’s employment with the Company and its Affiliates terminates because of Disability at a time when the Participant could not have been terminated for Cause, then any remaining Restriction Period shall automatically lapse as of the date of such termination of employment; provided that, if the Participant’s employment with the Company and its Affiliates terminates because of Disability after the Participant reaches eligibility for Retirement (regardless of whether the Participant has retired), then all of the Shares of Restricted Stock or Restricted Stock Units subject to this Award shall become vested as of the date of such termination but the Restriction Period shall continue as if the Participant had terminated due to Retirement under Section 4(a) above.

d.
Other Termination. If the Participant’s employment terminates for any reason not described above, then any Shares of Restricted Stock or any Restricted Stock Units (and all deferred dividends paid or credited thereon) still subject to the Restriction Period as of the date of such termination shall automatically be forfeited and returned to the Company. In the event of the Participant’s involuntary termination of employment by the Company or an Affiliate for other than Cause, the Administrator may waive the automatic forfeiture of any or all such Shares of Restricted Stock or Restricted Stock Units (and all deferred dividends or other distribution paid or credited thereon) and may add such new restrictions to such Restricted Stock or Restricted Stock Units as it deems appropriate. The Company may suspend payment or delivery of Shares (without liability for interest thereon) pending the Administrator’s determination of whether the Participant was or should have been terminated for Cause or whether the Participant has engaged in Inimical Conduct.

5.
Withholding. The Participant agrees to remit to the Company any foreign, Federal, state and/or local taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to the issuance of Shares under this Award, the vesting of this Award or the payment of cash under this Award. Notwithstanding anything to the contrary in this Award, if the Company or any Affiliate of the Company is required to withhold any Federal, state or local taxes or other amounts in connection with the Award, then the Company may require the Participant to pay to the Company, in cash, promptly on demand, amounts sufficient to satisfy such tax obligations or make other arrangements satisfactory to the Company regarding the payment to the Company of the aggregate amount of any such taxes and other amounts. Alternatively, the Company can withhold Shares no longer restricted, or can withhold from cash or property, including cash or Shares under this Award, payable or issuable to the Participant, in the amount needed to satisfy any withholding obligations; provided that, in the case of Shares, the amount withheld may not exceed the Participant’s minimum withholding obligations.

6.
No Claim for Forfeiture. Neither the Award nor any benefit accruing to the Participant from the Award will be considered to be part of the Participant’s normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments. In no event may the Award or any benefit accruing to the Participant from the Award be considered as compensation for, or relating in any way to, past services for the Company or any Affiliate. In consideration of the Award, no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of the Participant’s employment by the Company or any Affiliate (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and its Affiliates from any such claim that may arise. If, notwithstanding the foregoing, any such





claim is found by a court of competent jurisdiction to have arisen, then, by accepting the grant, the Participant shall have been deemed irrevocably to have waived any entitlement to pursue such claim.

7.
Electronic Delivery. The Company or its Affiliates may, in its or their sole discretion, decide to deliver any documents related to current or future participation in the Plan or related to this Award by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. The Participant hereby agrees that all on-line acknowledgements shall have the same force and effect as a written signature.

8.
Securities Compliance. The Company may place a legend or legends upon the certificates for Shares issued under the Plan and may issue “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 obtain an exemption from, the registration requirements of the Securities Act of 1933, as amended, applicable state securities laws or other legal requirements, or (b) implement the provisions of the Plan, this Award or any other agreement between the Company and the Participant with respect to such Shares.

9.
Successors. All obligations of the Company under this Award shall be binding on any successor to the Company. The terms of this Award and the Plan shall be binding upon and inure to the benefit of the Participant, and his or her heirs, executors, administrators or legal representatives.

10.
Legal Compliance. The granting of this Award and the issuance of Shares under this Award 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.

11.
Governing Law; Arbitration. This Award and the rights and obligations hereunder shall be governed by and construed in accordance with the internal laws of the State of Wisconsin. Arbitration will be conducted per the provisions in the Plan.

12.
Data Privacy and Sharing. As a condition of the granting of the Award, the Participant acknowledges and agrees that it is necessary for some of the Participant’s personal identifiable information to be provided to certain employees of the Company, the third party data processor that administers the Plan and the Company’s designated third party broker in the United States. These transfers will be made pursuant to a contract that requires the processor to provide adequate levels of protection for data privacy and security interests in accordance with the EU Data Privacy Directive 95/46 EC and the implementing legislation of the Participant’s home country. By accepting the Award, the Participant acknowledges having been informed of the processing of the Participant’s personal identifiable information described in the preceding paragraph and consents to the Company collecting and transferring to the Company's Shareholder Services Department, and its independent benefit plan administrator and third party broker, the Participant’s personal data that are necessary to administer the Award and the Plan. The Participant understands that his or her personal information may be transferred, processed and stored outside of the Participant’s home country in a country that may not have the same data protection laws as his or her home country, for the purposes mentioned in this Award.

This Award, the Award Notice and any other documents expressly referenced in this Award contain all of the provisions applicable to the Award and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the Participant.

The Company has caused this Award to be executed by one of its authorized officers as of the date of grant.

JOHNSON CONTROLS, INC.             

/s/ Brian J. Cadwallader

Brian J. Cadwallader
Vice President, Secretary and General Counsel



3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/06/16  SEC                               UPLOAD10/10/17    1:126K Johnson Controls Inc.
 3/22/16  SEC                               UPLOAD10/10/17    1:134K Johnson Controls Inc.
 3/04/16  SEC                               UPLOAD10/10/17    1:161K Johnson Controls Inc.
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