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Johnson Controls Inc – ‘10-Q’ for 3/31/16 – ‘EX-10.4’

On:  Friday, 4/29/16, at 1:06pm ET   ·   For:  3/31/16   ·   Accession #:  53669-16-69   ·   File #:  1-05097

Previous ‘10-Q’:  ‘10-Q’ on 2/1/16 for 12/31/15   ·   Next & Latest:  ‘10-Q’ on 7/29/16 for 6/30/16

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

 4/29/16  Johnson Controls Inc              10-Q        3/31/16  105:14M

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.07M 
 2: EX-10.3     Material Contract                                   HTML     36K 
 3: EX-10.4     Material Contract                                   HTML     51K 
 4: EX-15       Letter re: Unaudited Interim Financial Info         HTML     33K 
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     38K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     38K 
 7: EX-32       Certification -- §906 - SOA'02                      HTML     33K 
14: R1          Document and Entity Information                     HTML     51K 
15: R2          Consolidated Statements of Financial Position       HTML    131K 
16: R3          Consolidated Statements of Financial Position       HTML     33K 
                (Parenthetical)                                                  
17: R4          Consolidated Statements of Income                   HTML    128K 
18: R5          Consolidated Statements of Comprehensive Income     HTML     58K 
                (Loss)                                                           
19: R6          Consolidated Statements of Cash Flows               HTML    151K 
20: R7          Financial Statements                                HTML     86K 
21: R8          New Accounting Standards                            HTML     46K 
22: R9          Acquisitions and Divestitures                       HTML     50K 
23: R10         Discontinued Operations (Notes)                     HTML     93K 
24: R11         Percentage-of-Completion Contracts                  HTML     38K 
25: R12         Inventories                                         HTML     46K 
26: R13         Goodwill and Other Intangible Assets (Notes)        HTML    170K 
27: R14         Product Warranties                                  HTML     48K 
28: R15         Significant Restructuring Costs                     HTML    222K 
29: R16         Income Taxes                                        HTML     57K 
30: R17         Pension and Postretirement Plans                    HTML     91K 
31: R18         Debt and Financing Arrangements                     HTML     68K 
32: R19         Earnings Per Share                                  HTML     73K 
33: R20         Equity and Noncontrolling Interests                 HTML    249K 
34: R21         Derivative Instruments and Hedging Activities       HTML    249K 
35: R22         Fair Value Measurements                             HTML    197K 
36: R23         Impairment of Long-Lived Assets (Notes)             HTML     37K 
37: R24         Segment Information                                 HTML    135K 
38: R25         Commitments and Contingencies                       HTML     40K 
39: R26         Merger Transaction (Notes)                          HTML     51K 
40: R27         Financial Statements (Tables)                       HTML     71K 
41: R28         Financial Statements Early Adoption of New          HTML     46K 
                Accounting Pronouncement (Tables)                                
42: R29         Discontinued Operations (Tables)                    HTML     80K 
43: R30         Inventories (Tables)                                HTML     45K 
44: R31         Goodwill and Other Intangible Assets (Tables)       HTML    162K 
45: R32         Product Warranties (Tables)                         HTML     46K 
46: R33         Significant Restructuring Costs Changes in          HTML     56K 
                Restructuring Reserve - 2016 Restructuring Plan                  
                (Tables)                                                         
47: R34         Changes in Restructuring Reserve - 2015             HTML     65K 
                Restructuring Plan (Tables)                                      
48: R35         Significant Restructuring Costs Changes in          HTML     84K 
                Restructuring Reserve - 2014 Restructuring Plan                  
                (Tables)                                                         
49: R36         Significant Restructuring Costs Changes in          HTML    107K 
                Restructuring Reserve - 2013 Restructuring Plan                  
                (Tables)                                                         
50: R37         Income Taxes (Tables)                               HTML     42K 
51: R38         Pension and Postretirement Plans (Tables)           HTML     90K 
52: R39         Debt and Financing Arrangements (Tables)            HTML     53K 
53: R40         Earnings Per Share (Tables)                         HTML     67K 
54: R41         Equity and Noncontrolling Interests (Tables)        HTML    245K 
55: R42         Derivative Instruments and Hedging Activities       HTML    228K 
                (Tables)                                                         
56: R43         Fair Value Measurements (Tables)                    HTML    175K 
57: R44         Segment Information (Tables)                        HTML    116K 
58: R45         Financial Statements - Carrying Amounts and         HTML     49K 
                Classification of Assets and Liabilities for                     
                Consolidated VIEs (Detail)                                       
59: R46         Financial Statements - Additional Information       HTML     57K 
                (Detail)                                                         
60: R47         Financial Statements New Accounting                 HTML     48K 
                Pronouncements, Early Adoption (Details)                         
61: R48         Acquisitions and Divestitures - Additional          HTML    113K 
                Information (Detail)                                             
62: R49         Discontinued Operations Discontinued Operations -   HTML     60K 
                Additional Information (Details)                                 
63: R50         Discontinued Operations Discontinued Operations by  HTML     68K 
                Disposal Group - Global Workplace Solutions                      
                (Details)                                                        
64: R51         Discontinued Operations Discontinued Operations -   HTML    100K 
                Assets and Liabilities Held for Sale, Specific                   
                Transactions (Details)                                           
65: R52         Percentage-of-Completion Contracts (Detail)         HTML     38K 
66: R53         Inventories - Schedule of Inventories (Detail)      HTML     42K 
67: R54         Goodwill and Other Intangible Assets - Changes in   HTML     61K 
                Carrying Amount of Goodwill (Details)                            
68: R55         Goodwill and Other Intangible Assets - Goodwill     HTML     39K 
                Additional Information (Details)                                 
69: R56         Goodwill and Other Intangible Assets - Other        HTML     58K 
                Intangible Assets (Details)                                      
70: R57         Goodwill and Other Intangible Assets - Other        HTML     47K 
                Intangible Assets Additional Information (Details)               
71: R58         Product Warranties - Additional Information         HTML     34K 
                (Detail)                                                         
72: R59         Product Warranties - Changes in Carrying Amount of  HTML     45K 
                Product Warranty liability (Detail)                              
73: R60         Significant Restructuring Costs Change in           HTML    103K 
                Restructuring Reserve - 2016 Restructuring Plan                  
                (Details)                                                        
74: R61         Significant Restructuring Costs Changes in          HTML     81K 
                Restructuring Reserve - 2015 Restructuring Plan                  
                (Details)                                                        
75: R62         Significant Restructuring Costs Changes in          HTML     75K 
                Restructuring Reserve - 2014 Restructuring Plan                  
                (Details)                                                        
76: R63         Significant Restructuring Costs Changes to          HTML    105K 
                Restructuring Reserve - 2013 Restructuring Plan                  
                (Details)                                                        
77: R64         Significant Restructuring Costs - Additional        HTML    186K 
                Information (Detail)                                             
78: R65         Income Taxes - Tax Jurisdictions and Years          HTML     70K 
                Currently under Audit Exam (Details)                             
79: R66         Income Taxes - Additional Information (Detail)      HTML     69K 
80: R67         Pension and Postretirement Plans - Components of    HTML     55K 
                Net Periodic Benefit Cost (Detail)                               
81: R68         Debt and Financing Arrangements - Additional        HTML    105K 
                Information (Detail)                                             
82: R69         Debt and Financing Arrangements - Components of     HTML     41K 
                Net Financing Charges (Details)                                  
83: R70         Earnings Per Share - Earnings Per Share (Detail)    HTML     62K 
84: R71         Earnings Per Share - Additional Information         HTML     37K 
                (Detail)                                                         
85: R72         Equity and Noncontrolling Interests - Equity        HTML    133K 
                Attributable to Johnson Controls, Inc. and                       
                Noncontrolling Interests (Details)                               
86: R73         Equity and Noncontrolling Interests Equity and      HTML     34K 
                Noncontrolling Interests - Additional Information                
                (Details)                                                        
87: R74         Equity and Noncontrolling Interests - Changes in    HTML     48K 
                Redeemable Noncontrolling Interests (Details)                    
88: R75         Equity and Noncontrolling Interests - Accumulated   HTML    102K 
                Other Comprehensive Income (Details)                             
89: R76         Derivative Instruments and Hedging Activities -     HTML     38K 
                Outstanding commodity hedge contracts (Detail)                   
90: R77         Derivative Instruments and Hedging Activities -     HTML     86K 
                Location and Fair Values of Derivative Instruments               
                and Hedging Activities (Detail)                                  
91: R78         Derivative Instruments and Hedging Activities       HTML     56K 
                Derivative Instruments and Hedging Activities -                  
                Offsetting Assets and Liabilities (Details)                      
92: R79         Derivative Instruments and Hedging Activities -     HTML     77K 
                Location and Amount of Gains and Losses on                       
                Derivative Instruments and Related Hedge Items                   
                (Detail)                                                         
93: R80         Derivative Instruments and Hedging Activities       HTML     53K 
                Derivative Instruments and Hedging Activities -                  
                Fixed Rate Bonds (Details)                                       
94: R81         Derivative Instruments and Hedging Activities -     HTML     72K 
                Additional Information (Detail)                                  
95: R82         Fair Value Measurements - Assets and Liabilities    HTML    127K 
                Measured at Fair Value (Detail)                                  
96: R83         Fair Value Measurements Fair Value Measurements -   HTML     52K 
                Fixed Rate Bonds (Details)                                       
97: R84         Fair Value Measurements - Additional Information    HTML     51K 
                (Detail)                                                         
98: R85         Impairment of Long-Lived Assets (Details)           HTML     42K 
99: R86         Segment Information - Additional Information        HTML     36K 
                (Detail)                                                         
100: R87         Segment Information - Financial Information         HTML     69K  
                Related to Company's Reportable Segments (Detail)                
101: R88         Commitments and Contingencies - Additional          HTML     36K  
                Information (Detail)                                             
102: R89         Merger Transaction Merger Transaction (Details)     HTML     58K  
104: XML         IDEA XML File -- Filing Summary                      XML    195K  
103: EXCEL       IDEA Workbook of Financial Reports                  XLSX    119K  
 8: EX-101.INS  XBRL Instance -- jci-20160331                        XML   5.70M 
10: EX-101.CAL  XBRL Calculations -- jci-20160331_cal                XML    288K 
11: EX-101.DEF  XBRL Definitions -- jci-20160331_def                 XML   1.09M 
12: EX-101.LAB  XBRL Labels -- jci-20160331_lab                      XML   2.04M 
13: EX-101.PRE  XBRL Presentations -- jci-20160331_pre               XML   1.43M 
 9: EX-101.SCH  XBRL Schema -- jci-20160331                          XSD    259K 
105: ZIP         XBRL Zipped Folder -- 0000053669-16-000069-xbrl      Zip    351K  


‘EX-10.4’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



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  Exhibit  



Exhibit 10.4

Global Assignment Letter

Expatriate Name: Trent Nevill

Home Country: United States    

Host Location: Shanghai, China

International Services: Maggie Zhu


This offer sets forth the specifics of the compensation and allowance package established for you in connection with your assignment as Vice President and President Asia Pacific with Johnson Controls, Inc.

The basis for the terms and conditions, the compensation and allowances during the term of this assignment, as they are specified in this letter, is carried by the Johnson Controls International Assignment Policy dated January, 2016, of which you received a copy.

This Assignment Letter should be read in conjunction with the Employment Agreement between the employee and Johnson Controls, if applicable. To the extent there is a conflict between the terms of this letter and the terms of the Employment Agreement, the terms of the present Assignment letter will be controlling.

This employment letter is subject to you being able to obtain the necessary work visa/residence permit(s) in China and the necessary vaccinations/immunizations if applicable.

Your foreign assignment is expected to last two years, commencing on Oct 1st, 2016 provided that all immigration documents are in order. It is understood that during the assignment, you may be transferred at any time to any other Company location in the U. S. or abroad, depending on the needs of the Company. At the end of your assignment, assuming your performance has been satisfactory, the Company will make reasonable efforts to place you in a position that matches your capabilities and our business needs.

Base Salary:

Your base salary effective with the assignment will be $460,000 USD annually. Salary administration procedures are in accordance with your home country guidelines. While on foreign assignment, you will be paid once a month.

Bonus:

Your bonus will be targeted at 65% of your base salary.

Goods and Services Allowance:

You will receive a Goods and Services allowance, where applicable, using information that we receive from our cost of living data provider. If applicable, you will be paid this allowance every month to offset the difference in costs for goods and services between your home country and your host location. It will be your responsibility to communicate any changes in your family size or base salary to your International Assignment Analyst. This index is based upon the Cost Effective Home Country Index. This will become effective the date you move into long term housing and cease to be reimbursed for temporary living expenses. This





allowance will cease the date you move out of permanent housing in the host country, or if you have to leave the host country for an extended period. It is your responsibility to notify your International Assignment Analyst about the dates you move in and/or out of temporary living.

Relocation Allowance:

You will receive a 5% Relocation Allowance at the beginning of your assignment. In addition, upon successful completion of your assignment, and return to your home country, you will receive a 5% (of your base salary) relocation allowance less applicable taxes paid by you.

The relocation allowances will be delivered less applicable taxes paid by you.

This allowance is capped at 5% of the mid-range of grade 182.

Hardship Allowance:

The Company will pay a 15% (of your base salary) hardship allowance to you. The hardship allowance begins with the effective date of your assignment. Please refer to your compensation worksheet for the monthly allowance amount. It will be paid each monthly pay period and will continue only during the time that the area is classified as an area that warrants a hardship allowance. The hardship percentage will be reviewed annually and may increase or decrease depending on the change in conditions. The hardship allowance will discontinue upon the completion of this assignment.

Host Housing:

You will receive housing in your host location that is commensurate with your peers in that location. Utilities, including heat, water, electricity, and the installation charges for cable and telephone are included in the company paid host country housing payments. Service utilities, such as phone and cable, are not reimbursed, as they are part of the goods and services allowance.

Home Country Residence:

Per policy, If the assignee decides to sell his or her primary home, a housing norm will be deducted coinciding with cessation of the home country housing obligation.” As an exception to the policy, if you decide to sell your home in Wisconsin, the Company will not deduct a housing norm from your pay. Further as an exception the Company has agreed to give you temporary living for up to 60 days and storage throughout your assignment in the event that you do sell your principal residence. The Company does not provide home sale support.
Please note regardless of your decision on the potential sale of your home, you will continue to be tax equalized back to the state of Wisconsin.
Furniture Allowance:

It is the intent of the Company to provide you with furnished housing. In some cases, this may not include basic amenities such as large appliances, cabinets, etc. In such case, where a furniture allowance will be provided, this allowance will be determined by the Host Country HR Representative or a Third Party Consultant.

Host Country Transportation:

A car and driver will be provided for you.

Home Country Car Sale:

You will be reimbursed for the sale of your personal car (leased or owned) according to policy. You will be responsible for selling your car and/or canceling your lease.

We will not pay the costs associated with the shipment of a personal vehicle to or from the foreign location.










Dependent Education:

The Company will pay for the host country education costs of your dependents for elementary through secondary School. If there is no adequate elementary or secondary school within the normal commuting distance, the Company will pay for a boarding school. Please see policy for details.

Dependent Visitation:

You will be reimbursed for the lowest direct fares on an annual basis. Dependent Visitation is limited to school age dependents that have remained in the home location. Please see policy for details.

Vacations and Holidays:

You will continue to be eligible for vacation based upon your home country policy. You will observe the work hours and holidays of the host country.

Home Leave:

You and your accompanying family members are eligible for four home leaves (business class) each year of assignment.

Host Country Club Membership:

You are eligible for reimbursement of 50% of the club membership and initiation fees up to a maximum of $2000 annually for the entire family.

Tax Equalization:

You will receive Tax Equalization assistance to minimize, within practical limits, any tax advantage, or disadvantage of your foreign assignment (in accordance with the Johnson Controls Tax Equalization Policy). This comes in the form of tax preparation work from our tax provider. It will remain your responsibility to file the necessary income tax returns, including any estimated returns, in your home country and host location. You are required to furnish any withholding allowances and exemption certificates that are necessary, so that the company’s withholding tax payments can be minimized within the requirements of the law. For US Expatriates, Social Security Contributions will continue to be made by you. Please see policy for details.

Termination:

During your assignment, you will remain an at-will employee of the Company, which means that you or the Company may terminate your employment at any time. The Company reserves the right to terminate your employment at any time for cause. If you are terminated for cause, the Company will have no further obligation to you. Cause for termination includes, but is not limited to, willful misconduct; violation of the Company’s ethics or zero tolerance policies, and job-related criminal conduct. For termination other than for cause, please see the Global Assignment Policy.

Retirement:

If you retire under the provisions of the Company’s retirement program, we will return you and your accompanying family members to the home location, provided that the return is within 30 days following your retirement date.

Benefits:

You will continue to participate in the benefit programs of your home country, unless prohibited by home or host country laws, regulations, or costs. In such cases, an applicable coverage in the form of an expatriate benefits package will be provided to cover pension, medical, disability, and death benefits, if necessary. Please see policy for details.


Relocation:

You and your spouse will be entitled to a pre-move trip to the assignment location for up to a seven day period. This should cover house hunting, school selection, etc.






You are eligible for destination services by the Host Country HR Representative or our Third Party Provider, Brookfield Global Relocation.

You and your accompanying dependents are eligible for Temporary Living Expenses at the home and host country locations for a total period of 30 days.

You and your accompanying dependents will be reimbursed for the travel expenses to your host location.

You are eligible for settling in services by our Third Party Provider, Brookfield Global Relocation, or the Local HR Representative.

If applicable, you are eligible for a rental car for up to 30 days.

You will be reimbursed for a shipment of essential items not available, or included, in the host country, furnished housing. If furnished housing is not available, you will be allowed a household shipment of goods according to the allowances described in our policy.

If you sold your home or broke your rental lease, storage of household goods will be provided.

The Company will not pay the costs associated with the relocation of household pets.

*Please refer to the section titled “Initial Relocation” in the Global Assignment Policy for the details of your relocation benefits.

Repatriation:

You and your accompanying dependents will be reimbursed for travel expenses back to your home country.

You and your accompanying dependents will be allowed a total of 30 days of temporary living.

You will be allowed a rental car for up to 30 days.

You will be allowed a return shipment of goods, which can be 10% greater than the original shipment weight.

Disputes About This Letter:

The parties agree that all disputes regarding this assignment letter or interpretation of the letter shall be governed by the laws of the State of Wisconsin and the parties further agree that the exclusive judicial forum for resolving all such disputes shall be the courts of the State of Wisconsin. If any provision of this Assignment Letter is judicially or otherwise declared to be invalid, unenforceable or void, the remaining provisions shall nevertheless be effective to the same extent as if such invalid or unenforceable provision had never been included.

Accepted by:

/s/ Trent Nevill                 4/1/16        
Trent Nevill                     Date

Approved by:

/s/ Simon Davis                    3/25/16    
Simon Davis                    Date
Vice President & CHRO

/s/ Alex A. Molinaroli                     
Alex A Molinaroli                Date
Chairman & CEO


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