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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/16/12 Johnson Controls Int’l plc 10-K 9/28/12 123:25M Toppan Merrill-FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.84M
6: EX-10.11 Material Contract HTML 296K
7: EX-10.13 Material Contract HTML 51K
2: EX-10.3 Material Contract HTML 213K
3: EX-10.4 Material Contract HTML 185K
4: EX-10.5 Material Contract HTML 54K
5: EX-10.8 Material Contract HTML 75K
8: EX-21.1 Subsidiaries List HTML 380K
9: EX-23.1 Consent of Experts or Counsel HTML 30K
10: EX-24.1 Power of Attorney HTML 38K
11: EX-31.1 Certification -- §302 - SOA'02 HTML 36K
12: EX-31.2 Certification -- §302 - SOA'02 HTML 36K
13: EX-32.1 Certification -- §906 - SOA'02 HTML 32K
85: R1 Document and Entity Information HTML 59K
66: R2 Consolidated Statements of Operations HTML 155K
81: R3 Consolidated Balance Sheets HTML 169K
89: R4 Consolidated Balance Sheets (Parenthetical) HTML 43K
112: R5 Consolidated Statements of Shareholders' Equity HTML 128K
69: R6 Consolidated Statements of Shareholders' Equity HTML 41K
(Parenthetical)
80: R7 Consolidated Statements of Cash Flows HTML 233K
60: R8 Basis of Presentation and Summary of Significant HTML 87K
Accounting Policies
49: R9 2012 Separation Transaction HTML 51K
114: R10 Divestitures HTML 66K
91: R11 Restructuring and Asset Impairment Charges, Net HTML 97K
90: R12 Acquisitions HTML 46K
97: R13 Other Expense, Net HTML 38K
98: R14 Income Taxes HTML 125K
95: R15 Earnings Per Share HTML 51K
99: R16 Goodwill and Intangible Assets HTML 84K
82: R17 Related Party Transactions HTML 40K
86: R18 Debt HTML 68K
93: R19 Guarantees HTML 41K
122: R20 Financial Instruments HTML 82K
107: R21 Commitments and Contingencies HTML 76K
75: R22 Retirement Plans HTML 190K
92: R23 Shareholders' Equity HTML 69K
78: R24 Share Plans HTML 99K
38: R25 Accumulated Other Comprehensive Loss HTML 58K
108: R26 Consolidated Segment Data HTML 107K
118: R27 Supplementary Consolidated Balance Sheet HTML 49K
Information
54: R28 Inventory HTML 39K
53: R29 Property, Plant and Equipment HTML 43K
58: R30 Tyco International Finance S.A. HTML 374K
59: R31 Immaterial Corrections HTML 66K
61: R32 Schedule Ii - Valuation and Qualifying Accounts HTML 41K
27: R33 Basis of Presentation and Summary of Significant HTML 190K
Accounting Policies (Policies)
105: R34 Basis of Presentation and Summary of Significant HTML 35K
Accounting Policies (Tables)
73: R35 2012 Separation Transaction (Tables) HTML 51K
76: R36 Divestitures (Tables) HTML 54K
44: R37 Restructuring and Asset Impairment Charges, Net HTML 104K
(Tables)
121: R38 Other Expense, Net (Tables) HTML 38K
20: R39 Income Taxes (Tables) HTML 120K
63: R40 Earnings Per Share (Tables) HTML 48K
111: R41 Goodwill and Intangible Assets (Tables) HTML 80K
41: R42 Debt (Tables) HTML 55K
52: R43 Guarantees (Tables) HTML 35K
57: R44 Financial Instruments (Tables) HTML 67K
67: R45 Commitments and Contingencies (Tables) HTML 37K
26: R46 Retirement Plans (Tables) HTML 184K
48: R47 Shareholders' Equity (Tables) HTML 47K
22: R48 Share Plans (Tables) HTML 85K
110: R49 Accumulated Other Comprehensive Income (Tables) HTML 52K
39: R50 Consolidated Segment Data (Tables) HTML 108K
106: R51 Supplemental Consolidations Balance Sheet HTML 49K
Information (Tables)
45: R52 Inventory (Tables) HTML 37K
64: R53 Property, Plant and Equipment (Tables) HTML 40K
21: R54 Tyco International Finance S.A. (Tables) HTML 372K
24: R55 Immaterial Corrections (Tables) HTML 62K
56: R56 Basis of Presentation and Summary of Significant HTML 60K
Accounting Policies (Details)
31: R57 Basis of Presentation and Summary of Significant HTML 69K
Accounting Policies (Details 2)
115: R58 2012 Separation Transaction (Details) HTML 71K
71: R59 Divestitures (Details) HTML 75K
96: R60 Divestitures (Details 2) HTML 55K
47: R61 Divestitures (Details 3) HTML 75K
50: R62 Restructuring and Asset Impairment Charges, Net HTML 96K
(Details)
103: R63 Restructuring and Asset Impairment Charges, Net HTML 57K
(Details 2)
100: R64 Acquisitions (Details) HTML 63K
74: R65 Other Expense, Net (Details) HTML 36K
102: R66 Income Taxes (Details) HTML 156K
46: R67 Income Taxes (Details 2) HTML 77K
79: R68 Income Taxes (Details 3) HTML 75K
117: R69 Earnings Per Share (Details) HTML 75K
23: R70 Goodwill and Intangible Assets (Details) HTML 54K
37: R71 Goodwill and Intangible Assets (Details 2) HTML 64K
65: R72 Related Party Transactions (Details) HTML 52K
29: R73 Debt (Details) HTML 83K
120: R74 Debt (Details 2) HTML 108K
42: R75 Guarantees (Details) HTML 49K
32: R76 Financial Instruments (Details) HTML 43K
36: R77 Financial Instruments (Details 2) HTML 82K
25: R78 Financial Instruments (Details 3) HTML 34K
28: R79 Commitments and Contingencies (Details) HTML 72K
87: R80 Commitments and Contingencies (Details 2) HTML 118K
34: R81 Retirement Plans (Details) HTML 89K
116: R82 Retirement Plans (Details 2) HTML 105K
62: R83 Retirement Plans (Details 3) HTML 129K
94: R84 Retirement Plans (Details 4) HTML 68K
101: R85 Retirement Plans (Details 5) HTML 89K
33: R86 Shareholders' Equity (Details) HTML 98K
35: R87 Shareholders' Equity (Details 2) HTML 44K
113: R88 Share Plans (Details) HTML 76K
30: R89 Share Plans (Details 2) HTML 43K
88: R90 Share Plans (Details 3) HTML 144K
84: R91 Share Plans (Details 4) HTML 98K
104: R92 Accumulated Other Comprehensive Income (Details) HTML 70K
83: R93 Consolidated Segment Data (Details) HTML 65K
70: R94 Consolidated Segment Data (Details 2) HTML 39K
109: R95 Supplementary Consolidations Balance Sheet HTML 95K
(Details)
68: R96 Inventory (Details) HTML 43K
43: R97 Property, Plant and Equipment (Details) HTML 50K
77: R98 Tyco International Finance S.A. (Details) HTML 262K
72: R99 Tyco International Finance S.A. (Details 2) HTML 195K
55: R100 Immaterial Corrections (Details) HTML 105K
123: R101 Schedule Ii-Valuation and Qualifying Accounts HTML 41K
(Details)
119: XML IDEA XML File -- Filing Summary XML 175K
51: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 3.25M
14: EX-101.INS XBRL Instance -- tyc-20120928 XML 5.18M
16: EX-101.CAL XBRL Calculations -- tyc-20120928_cal XML 498K
19: EX-101.DEF XBRL Definitions -- tyc-20120928_def XML 2.38M
17: EX-101.LAB XBRL Labels -- tyc-20120928_lab XML 7.44M
18: EX-101.PRE XBRL Presentations -- tyc-20120928_pre XML 3.31M
15: EX-101.SCH XBRL Schema -- tyc-20120928 XSD 645K
40: ZIP XBRL Zipped Folder -- 0001047469-12-010665-xbrl Zip 600K
Exhibit 10.13
Tyco International Ltd.
2012 Stock and Incentive Plan
TERMS AND CONDITIONS
OF
RESTRICTED UNIT AWARD
RESTRICTED UNIT AWARD made in Schaffhausen, Switzerland as of , 2012 (the “Grant Date”) pursuant to the Tyco International Ltd. 2012 Stock and Incentive Plan (the “Plan”). Capitalized terms that are not defined herein have the meaning ascribed to them in the Plan.
1. Grant of Award. Tyco International Ltd. (the “Company”) has granted you Restricted Units, as described in the grant notification letter that was issued to you (“Grant Letter”), subject to the provisions of these Terms and Conditions. The Company will hold the Restricted Units in a bookkeeping account on your behalf until they become payable or are forfeited or cancelled.
2. Payment Amount. Each Restricted Unit represents the right to receive, upon vesting, one (1) Share of Common Stock.
3. Form of Payment. Unless otherwise set forth herein, vested Restricted Units will be redeemed solely for Shares.
4. Dividends. For each Restricted Unit that remains outstanding, you will be credited with a Dividend Equivalent Unit (DEU) for any cash or stock dividends distributed by the Company on Company Common Stock. DEUs will be calculated at the same dividend rate paid to other holders of Common Stock. DEUs will vest in accordance with the vesting schedule applicable to the underlying Restricted Units and shall be payable at the same time that the underlying Restricted Units are payable as provided herein.
5. Vesting. Except as otherwise provided herein, (i) your Restricted Units will vest in full on the one (1) year anniversary of the Grant Date, provided you are a member of the Company’s Board of Directors on such date, (ii) no credit will be given for periods following Termination of Directorship and (iii) any payment shall be made to you as soon as practicable following the vesting date set forth in this section 5.
6. Termination of Directorship. Except as set forth in paragraphs 7 and 8, so long as your Termination of Directorship is for reasons other than Cause, your Restricted Units will accelerate and vest pro rata (in full month increments) based on the number of full months that you have served as a Director since the Grant Date and ending on the date of your Termination of Directorship divided by the original number of full months in the vesting period. Any unearned portion of your Award will immediately be forfeited and your rights with respect to such Restricted Units will end.
7. Death or Disability. If your Termination of Directorship is a result of your Death or Disability, your Award will become fully vested as of your Termination of Directorship. Any payment shall be made to you as soon as practicable following your Termination of Directorship. If you are deceased, the Company will make a payment to your estate within ninety (90) days following your death, provided that with such ninety (90) day period the Committee has determined that the payee is the duly appointed executor or administrator of your estate.
8. Change in Control. In the event of a Change in Control of Tyco International Ltd., as defined in the Plan document, and your Termination of Directorship in connection with a Change in Control, Restricted Units will immediately become fully vested and payment shall be made as soon as practicable following such Termination of Directorship.
9. Withholdings; Tax Recovery. The Company will have the right, prior to any issuance or delivery of Shares on your Restricted Units, to withhold or require from you the payment of the amount necessary to satisfy applicable tax requirements.
10. Transfer of Award. You may not transfer any interest in Restricted Units except by will or the laws of descent and distribution. Any other attempt to dispose of your interest in Restricted Units will be null and void.
11. Forfeiture of Award. If your services as a Director of the Company have been terminated for Cause, any unvested Restricted Units shall be immediately rescinded and you will forfeit any rights you have with respect to such Units.
12. Adjustments. In the event of any stock split, reverse stock split, dividend or other distribution (whether in the form of cash, Shares, other securities or other property), extraordinary cash dividend, recapitalization, merger, consolidation, split-up, spin-off, reorganization, combination, repurchase or exchange of Shares or other securities, the issuance of warrants or other rights to purchase Shares or other securities, or other similar corporate transaction or event, the Committee may further adjust the number and kind of Shares covered by the Restricted Units and other relevant provisions to the extent necessary to prevent dilution or enlargement of the benefits or potential benefits intended to be provided by the Restricted Units. Any such determinations and adjustments made by the Committee will be binding on all persons.
13. Restrictions on Payment of Shares. Payment of Shares for your Restricted Units is subject to the conditions that, to the extent required at the time of delivery, (a) the Shares underlying the Restricted Units will be duly listed, upon official notice of redemption, on the NYSE, and (b) a Registration Statement under the Securities Act of 1933 with respect to the Shares will be effective. The Company will not be required to deliver any Common Stock until all applicable federal and state laws and regulations have been complied with and all legal matters in connection with the issuance and delivery of the Shares have been approved by the appropriate counsel of the Company.
14. Disposition of Securities. By accepting the Award, you acknowledge that you have read and understand the Company’s Insider Trading Policy, and are aware of and understand your obligations under federal securities laws, in respect of trading in the Company’s securities. The Company will have the right to recover, or receive reimbursement for, any compensation or profit realized on the disposition of Shares received for Restricted Units to the extent that the Company has a right of recovery or reimbursement under applicable securities laws.
15. Plan Terms Govern. The redemption of Restricted Units, the disposition of any Shares received for Restricted Units, and the treatment of any gain on the disposition of these Shares are subject to the terms of the Plan and any rules that the Committee may prescribe. The Plan document, as may be amended from time to time, is incorporated by reference into these Terms and Conditions. Capitalized terms used in these Terms and Conditions have the meaning set forth in the Plan, unless otherwise stated in these Terms and Conditions. Except with respect to the choice of law provision, in the event of any conflict between the terms of the Plan and the terms of these Terms and Conditions, the terms of the Plan will control. By accepting the Award, you acknowledge receipt of the Plan and the prospectus, as in effect on the date of these Terms and Conditions.
16. Personal Data. To comply with applicable law and to administer the Plan and these Terms and Conditions properly, the Company and its agents may hold and process your personal data and/or sensitive personal data. Such data includes, but is not limited to, the information provided in this grant package and any changes thereto, other appropriate personal and financial data about you, and information about your participation in the Plan and Shares obtained under the Plan from time to time. By accepting the Award, you hereby give your explicit consent to the Company’s processing any such personal data and/or sensitive personal data and you also hereby give your explicit consent to the Company’s transfer of any such personal data and/or sensitive personal data outside the country in which you perform services as a Director or reside and to the United States. The legal persons for whom your personal data is intended include the Company and any of its Subsidiaries (or former Subsidiaries as are deemed necessary), the outside Plan administrator as selected by the Company from time to time, and any other person that the Company may find in its administration of the Plan to be appropriate. You have the right to review and correct your personal data by contacting the Office of the Corporate Secretary. You understand that the transfer of the information outlined here is important to the administration of the Plan, and that failure to consent to the transmission of such information may limit or prohibit your participation in the Plan.
17. No Contract or Promise of Future Grants. By accepting the Award, you agree to be bound by these Terms and Conditions and acknowledge that the Award is granted at the sole discretion of the Company and is not considered part of any contract of service as a Board member with the Company or other compensation. If your service as a Board member with the Company is terminated for any reason, whether lawfully or unlawfully, you agree that you will not be entitled by way of damages for breach of contract, dismissal or compensation for loss of office or otherwise to any sum, shares or other benefits to compensate you for the loss or diminution in value of any actual or prospective rights, benefits or expectation under or in relation to the Plan.
18. Limitations. Nothing in these Terms and Conditions or the Plan gives you any right to continue in the service as a Board member with the Company or any of its Subsidiaries or to interfere in any way with the right of the Company to terminate your Directorship at any time. Payment of your Restricted Units is not secured by a trust, insurance contract or other funding medium, and you do not have any interest in any fund or specific asset of the Company by reason of this Award or the account established on your behalf. You have no rights as a stockholder of the Company pursuant to the Restricted Units until Shares are actually delivered to you.
19. Incorporation of Other Agreements. These Terms and Conditions and the Plan constitute the entire understanding between you and the Company regarding the Restricted Units. These Terms and Conditions supercede any prior agreements, commitments or negotiations concerning the Restricted Units, except as otherwise provided in section 15 above.
20. Severability. The invalidity or unenforceability of any provision of these Terms and Conditions will not affect the validity or enforceability of the other provisions of the Agreement, which will remain in full force and effect. Moreover, if any provision is found to be excessively broad in duration, scope or covered activity, the provision will be construed so as to be enforceable to the maximum extent compatible with applicable law.
21. Sections 409A and 457A. The award is intended to be an exempt “short-term deferral” under Sections 409A and 457A of the Internal Revenue Code of the United States. The Committee may make such modifications to these Terms and Conditions as it deems necessary or appropriate to ensure that the Award is exempt from Sections 409A and 457A to the extent applicable.
By accepting this Award, you agree to the following:
(i) you have carefully read, fully understand and agree to all of the terms and conditions described in these Terms and Conditions and the Plan; and
(ii) you understand and agree that these Terms and Conditions and the Plan constitute the entire understanding between you and the Company regarding the Award, and that any prior agreements, commitments or negotiations concerning the Restricted Units are replaced and superseded.
You will be deemed to consent to the application of the terms and conditions set forth in these Terms and Conditions and the Plan unless you contact Tyco International Ltd., c/o Tyco International Management Company, Attn: Equity Plan Administration, 9 Roszel Road, Princeton, NJ 08540 in writing within thirty (30) days of the date of these Terms and Conditions. Notification of your non-consent will nullify this grant unless otherwise agreed to in writing by you and the Company.
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George R. Oliver |
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Chief Executive Officer, |
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Tyco International, Ltd. |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on: | 11/16/12 | 4, S-8 | ||
| For Period end: | 9/28/12 | 3, 4, 4/A, 8-K | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/25/13 SEC UPLOAD¶ 9/29/17 1:34K Johnson Controls Int’l plc 2/05/13 SEC UPLOAD¶ 9/29/17 1:162K Johnson Controls Int’l plc |