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As Of Filer Filing For·On·As Docs:Size 11/21/19 Johnson Controls Int’l plc 10-K 9/30/19 145:28M |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 3.64M 2: EX-10.24 Material Contract HTML 98K 3: EX-21.1 Subsidiaries List HTML 44K 4: EX-23.1 Consent of Experts or Counsel HTML 41K 5: EX-31.1 Certification -- §302 - SOA'02 HTML 48K 6: EX-31.2 Certification -- §302 - SOA'02 HTML 48K 7: EX-32.1 Certification -- §906 - SOA'02 HTML 43K 37: R1 Document and Entity Information HTML 107K 79: R2 Consolidated Statements of Income HTML 144K 131: R3 Consolidated Statements of Comprehensive Income HTML 74K (Loss) 52: R4 Consolidated Statements of Financial Position HTML 159K 36: R5 Consolidated Statements of Financial Position HTML 62K (Parenthetical) 78: R6 Consolidated Statements of Cash Flows HTML 177K 130: R7 Consolidated Statements of Shareholders' Equity HTML 81K Attributable to Johnson Controls Ordinary Shareholders 51: R8 Consolidated Statements of Shareholders' Equity HTML 43K Attributable to Johnson Controls Ordinary Shareholders (Parenthetical) 38: R9 Summary of Significant Accounting Policies (Notes) HTML 156K 77: R10 Acquisitions and Divestitures (Notes) HTML 60K 27: R11 Discontinued Operations (Notes) HTML 106K 104: R12 Revenue Recognition (Notes) HTML 90K 120: R13 Inventories (Notes) HTML 50K 76: R14 Property, Plant and Equipment (Notes) HTML 57K 25: R15 Goodwill and Other Intangible Assets (Notes) HTML 138K 103: R16 Leases (Notes) HTML 52K 119: R17 Debt and Financing Arrangements (Notes) HTML 132K 74: R18 Derivative Instruments and Hedging Activities HTML 180K (Notes) 29: R19 Fair Value Measurements (Notes) HTML 140K 82: R20 Stock-based Compensation (Notes) HTML 135K 138: R21 Earnings Per Share (Notes) HTML 69K 48: R22 Equity and Noncontrolling Interests (Notes) HTML 221K 34: R23 Retirement Plans (Notes) HTML 640K 80: R24 Significant Restructuring and Impairment Costs HTML 195K (Notes) 136: R25 Impairment of Long-Lived Assets (Notes) HTML 52K 47: R26 Income Taxes (Notes) HTML 187K 33: R27 Segment Information (Notes) HTML 230K 84: R28 Nonconsolidated Partially-Owned Affiliates (Notes) HTML 72K 134: R29 Guarantees (Notes) HTML 60K 123: R30 Commitments and Contingencies (Notes) HTML 121K 108: R31 Related Party Transactions (Notes) HTML 51K 21: R32 Valuation and Qualifying Accounts HTML 73K 71: R33 Summary of Significant Accounting Policies HTML 212K (Policies) 125: R34 Summary of Significant Accounting Policies HTML 71K (Tables) 110: R35 Discontinued Operations Discontinued Operations HTML 112K (Tables) 22: R36 Revenue Recognition (Tables) HTML 80K 72: R37 Inventories (Tables) HTML 52K 128: R38 Property, Plant and Equipment (Tables) HTML 56K 106: R39 Goodwill and Other Intangible Assets (Tables) HTML 134K 139: R40 Leases (Tables) HTML 49K 87: R41 Debt and Financing Arrangements (Tables) HTML 124K 45: R42 Derivative Instruments and Hedging Activities HTML 167K (Tables) 59: R43 Fair Value Measurements (Tables) HTML 129K 140: R44 Stock-based Compensation (Tables) HTML 127K 88: R45 Earnings Per Share (Tables) HTML 67K 46: R46 Equity and Noncontrolling Interests (Tables) HTML 212K 60: R47 Retirement Plans (Tables) HTML 625K 141: R48 Significant Restructuring and Impairment Costs HTML 79K Changes in Restructuring Reserve - 2018 Restructuring Plan (Tables) 86: R49 Significant Restructuring and Impairment Costs HTML 91K Changes in Restructuring Reserve - 2017 Restructuring Plan (Tables) 94: R50 Significant Restructuring and Impairment Costs HTML 105K Change in Restructuring Reserve - 2016 Restructuring Plan (Tables) 114: R51 Income Taxes (Tables) HTML 156K 68: R52 Segment Information (Tables) HTML 226K 20: R53 Nonconsolidated Partially-Owned Affiliates HTML 71K (Tables) 93: R54 Guarantees (Tables) HTML 55K 113: R55 Related Party Transactions (Tables) HTML 49K 67: R56 Summary of Significant Accounting Policies HTML 202K Accounting Policies (Details) 19: R57 Summary of Significant Accounting Policies HTML 42K Variable Interest Entities, Additional Information (Details) 95: R58 Acquisitions and Divestitures Acquisitions HTML 63K (Details) 111: R59 Acquisitions and Divestitures Divestitures HTML 120K (Details) 57: R60 Discontinued Operations Discontinued Operations, HTML 110K Income Statement Disclosures - (Details) 41: R61 Discontinued Operations Discontinued Operations, HTML 64K Alternative Cash Flow Information (Details) 91: R62 Discontinued Operations Assets and Liabilities HTML 128K Held for Sale (Details) 144: R63 Revenue Recognition (Details) HTML 116K 56: R64 Inventories Schedule of Inventories (Details) HTML 52K 40: R65 Property, Plant and Equipment Schedule of HTML 63K Property, Plant and Equipment (Details) 90: R66 Property, Plant and Equipment (Details) HTML 42K 143: R67 Goodwill and Other Intangible Assets Changes in HTML 65K Carrying Amount of Goodwill (Details) 53: R68 Goodwill and Other Intangible Assets Goodwill HTML 66K Additional Information (Details) 43: R69 Goodwill and Other Intangible Assets Other HTML 75K Intangible Assets (Details) 16: R70 Goodwill and Other Intangible Assets Other HTML 60K Intangible Assets Additional Information (Details) 62: R71 Leases (Details) HTML 43K 116: R72 Leases Future Minimum Capital and Operating Lease HTML 61K Payments and Related Present Value of Capital Lease Payments (Details) 97: R73 Debt and Financing Arrangements Short-Term Debt HTML 109K (Details) 17: R74 Debt and Financing Arrangements Long-Term Debt HTML 178K (Details) 63: R75 Long-Term Debt Additional Details (Details) HTML 122K 117: R76 Debt and Financing Arrangements Financing HTML 70K Arrangements (Details) 98: R77 Debt and Financing Arrangements Net Financing HTML 56K Charges (Details) 14: R78 Derivative Instruments and Hedging Activities HTML 54K Outstanding Commodity Hedge Contracts (Details) 66: R79 Derivative Instruments and Hedging Activities HTML 83K Location and Fair Values of Derivative Instruments and Hedging Activities (Details) 15: R80 Derivative Instruments and Hedging Activities HTML 75K Location and Amount of Gains and Losses Gross of Tax on Derivative Instruments and Related Hedge Items (Details) 61: R81 Derivative Instruments and Hedging Activities HTML 65K Derivative Assets and Liabilties, Offsetting (Details) 115: R82 Derivative Instruments and Hedging Activities HTML 104K Derivatives, Additional Information (Details) 96: R83 Fair Value Measurements Assets and Liabilities HTML 151K Measured at Fair Value (Details) 18: R84 Fair Value Measurements Fair Value Disclosure, HTML 49K Additional Information (Details) 64: R85 Stock-based Compensation (Details) HTML 92K 118: R86 Stock-based Compensation Assumptions Used in HTML 62K Black-Scholes Option Valuation Model (Details) 99: R87 Stock-based Compensation Summary of Stock Option HTML 102K Activity (Details) 13: R88 Stock-based Compensation Assumptions Used in HTML 68K Black-Scholes Stock Appreciation Rights Valuation Model (Details) 65: R89 Summary of Nonvested Restricted Stock Awards HTML 66K (Details) 58: R90 Stock-based Compensation Summary of Nonvested HTML 76K Performance Share Awards (Details) 42: R91 Earnings Per Share (Details) HTML 42K 92: R92 Reconciliation of the numerators and denominators HTML 70K (Details) 145: R93 Equity and Noncontrolling Interests Equity HTML 212K Attributable to Johnson Controls and Noncontrolling Interests (Details) 55: R94 Equity and Noncontrolling Interests Equity HTML 96K Attributable to Johnson Controls and Noncontrolling Interests (Additional Information) (Details) 39: R95 Equity and Noncontrolling Interests Changes in HTML 65K Redeemable Noncontrolling Interests (Details) 89: R96 Equity and Noncontrolling Interests Accumulated HTML 169K Other Comprehensive Income (Details) 142: R97 Retirement Plans (Details) HTML 73K 54: R98 Retirement Plans Projected Benefit Payments from HTML 62K Plans (Details) 44: R99 Plan Assets by Asset Category (Details) HTML 204K 107: R100 Retirement Plans Accumulated Benefit Obligations HTML 237K and Reconciliations of Changes in Projected Benefit Obligation, Changes in Plan Assets and Funded Status (Details) 129: R101 Amounts in Accumulated Other Comprehensive Income, HTML 42K Exclusive of Tax Impacts, that have not yet been Recognized as Components of Net Periodic Benefit Costs (Details) 70: R102 Amounts in Accumulated Other Comprehensive Income HTML 93K Expected to be Recognized as Components of Net Periodic Benefit Cost over Next Fiscal Year (Details) 24: R103 Retirement Plans Components of Net Periodic HTML 84K Benefit Cost (Details) 105: R104 Significant Restructuring and Impairment Costs HTML 211K (Detail) 126: R105 Impairment of Long-Lived Assets (Details) HTML 69K 69: R106 Income Taxes Significant Components of Company's HTML 71K Income Tax Provision from Continuing Operations (Details) 23: R107 Income Taxes Reconciliation of Beginning and HTML 57K Ending Amount of Unrecognized Tax Benefits (Details) 109: R108 Income Taxes Tax Jurisdictions and Years Currently HTML 53K under Audit Exam (Details) 124: R109 Income Taxes Components of Provision for Income HTML 91K Taxes on Continuing Operations (Details) 133: R110 Income Taxes Deferred Taxes Classified in HTML 52K Consolidated Statements of Financial Position (Detail) 83: R111 Income Taxes Temporary Differences And HTML 86K Carryforwards in Deferred Tax Assets and Liabilities (Details) 31: R112 Income Taxes Valuation Allowance, Additional HTML 46K Details (Details) 49: R113 Income Taxes Uncertain Tax Position, Additional HTML 59K Information (Details) 135: R114 Income Taxes Other Tax Matters (Details) HTML 126K 85: R115 Income Taxes Changes in Tax Legislation and HTML 65K Statutory Tax Rate (Details) 32: R116 Income Taxes Income Taxes, Continuing Operations HTML 53K (Details) 50: R117 Segment Information (Details) HTML 46K 137: R118 Segment Information Financial Information Related HTML 145K to Company's Reportable Segments (Details) 81: R119 Segment Information Financial Information Related HTML 75K to Company's Reportable Segments (Additional Information) (Details) 28: R120 Segment Information Geographic Segments (Details) HTML 68K 73: R121 Nonconsolidated Partially-Owned Affiliates HTML 41K (Detail) 121: R122 Nonconsolidated Partially-Owned Affiliates HTML 76K Summarized Balance Sheet Data (Detail) 101: R123 Nonconsolidated Partially-Owned Affiliates HTML 57K Summarized Income Statement Data (Detail) 30: R124 Guarantees (Details) HTML 76K 75: R125 Commitments and Contingencies (Detail) HTML 100K 122: R126 Related Party Transactions (Details) HTML 54K 102: R127 Subsequent Event (Details) HTML 45K 26: R128 Valuation and Qualifying Accounts Schedule II HTML 62K (Details) 132: XML IDEA XML File -- Filing Summary XML 281K 100: XML XBRL Instance -- jciplc201910-k_htm XML 8.92M 127: EXCEL IDEA Workbook of Financial Reports XLSX 217K 9: EX-101.CAL XBRL Calculations -- jci-20190930_cal XML 417K 10: EX-101.DEF XBRL Definitions -- jci-20190930_def XML 2.85M 11: EX-101.LAB XBRL Labels -- jci-20190930_lab XML 4.33M 12: EX-101.PRE XBRL Presentations -- 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Exhibit |
Exhibit 10.24 |
(a) | “Award” means this grant of Options and/or an SAR. |
(b) | “Award Notice” means the Award notification delivered or made available to the Participant (in either paper or electronic form). |
(c) | “Cause”
means (i) if the Participant is subject to an employment agreement with the Company or a Subsidiary that contains a definition of “cause”, such definition, or (ii) otherwise, any of the following as determined by the Committee: (A) violation of the provisions of any employment agreement, noncompetition agreement, confidentiality agreement, or similar agreement with the Company or a Subsidiary, or the Company’s or a Subsidiary’s code of ethics, as then in effect, (B) conduct rising to the level of gross negligence or willful misconduct in the course of employment with the Company or a Subsidiary, (C) commission of an act of dishonesty
or disloyalty involving the Company or a Subsidiary, (D) violation of any federal, state or local law in connection with the Participant’s employment or service, or (E) breach of any fiduciary duty to the Company or a Subsidiary. |
(d) | “Company” means Johnson Controls International plc, an Irish public limited company, or any successor thereto. |
(e) | “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 Shares occur on the date in question, on the next preceding date on which there was a sale on such market. |
(f) | “Grant Date” is the date the Award was made to the Participant, as specified in the Award Notice. |
(g) | “Inimical Conduct” means any act or omission that is inimical to the best interests of the
Company or any Affiliate as determined by the Committee 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. |
(h) | “Option” means this nonqualified share option representing the right to purchase Shares
at a stated price for a specified period of time. |
(i) | “Plan” means the Johnson Controls International plc 2012 Share and Incentive Plan (as amended and restated as of September 2, 2016) and as may be further amended from time to time. |
(j) | “Retirement” means termination of employment from the Company and its Subsidiaries
(for other than Cause) on or after attainment of age fifty-five (55) and completion of five (5) years of continuous service with the Company and its Subsidiaries (including, for Participants who are Legacy Johnson Controls Employees, service with Johnson Controls, Inc. and its affiliates prior to the Merger). |
(k) | “SAR” is an Award of Share Appreciation Rights which will be settled in cash. The Participant will receive the economic equivalent of the excess of the Fair
Market Value on the exercise date over the Exercise Price. |
(l) | “Share” means an ordinary share in the capital of the Company. |
(m) | “Termination of Employment” means, subject to the terms of any Attachment hereto, the date of cessation of the Participant’s employment relationship with the Company or a Subsidiary for any reason, with or without Cause,
as determined by the Company. |
1. | Grant of Award. Subject to the terms and conditions of the Plan, a copy of which has been made available to the Participant and made a part of this Award, and to the terms and conditions of this Award Agreement, the Company grants to the Participant an Award of Options or an SAR,
as specified in the Award Notice. |
2. | Exercise Price. The purchase price payable upon exercise of the Options or used to determine the value of the SARs shall be the Exercise Price per Share stated in the Award Notice. |
3. | Exercise of Vested Portion of Award. The Award may be exercised by the Participant, in whole or in part, from time to time, to the extent the Award is vested and prior to the Expiration
Date stated in the Award Notice. The vesting schedule of the Award is as follows: |
4. | Exercise Procedure. The Award may only be exercised through the Company’s Option/SAR execution
service provider following the procedures established by the Committee. |
5. | Conditions to Issuance or Payment. Before the Company will become obligated to issue or transfer Shares or pay cash upon exercise of the Option or SAR, the Company may require the Participant to pay to the Company or its Affiliates such amount as may be requested by the Company
or its Affiliates for the purpose of satisfying its liability to withhold federal, state or local income or other taxes incurred by reason of the exercise of the Award. If the amount requested is not paid, the Company may refuse to issue or transfer Shares or pay cash, as applicable, upon exercise of the Award. |
6. | Withholding. |
7. | Termination of Employment. |
8. | Inimical
Conduct. If the Committee determines at any time that a Participant has engaged in Inimical Conduct, whether before or after termination of employment, the Award shall be cancelled, regardless of vesting; and any pending exercises shall be cancelled on that date. In addition, the Committee or the Company may suspend any exercise of the Option or SAR pending the determination of whether the Participant has engaged in Inimical Conduct. |
9. | Rights as Shareholder. The Participant shall not be deemed for any purposes to be a shareholder of the
Company with respect to any shares which may be acquired hereunder except to the extent that the Option shall have been exercised with respect thereto and Shares issued therefor. |
10. | No Reinstatement of Award. After this Award or any portion thereof expires, is cancelled or otherwise terminates for any reason, the Award or such portion shall not be reinstated, extended or otherwise continued. |
11. | Transferability.
This Award shall not be transferable (without the Committee’s consent) other than by will or the laws of descent and distribution. Following any permitted transfer, the Award shall continue to be subject to the same terms and conditions as were applicable immediately prior to the transfer, provided that the Award may be exercised during the life of the Participant only by the Participant or, if applicable, by the Participant’s permitted transferees. |
12. | Securities Compliance. The Participant agrees for himself/herself and the Participant's heirs, legatees, and legal representatives, with respect to all Shares acquired pursuant to this Award (or |
13. | No
Restrictions on Certain Actions. The existence of the Award shall not affect in any way the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issuance of bonds, debentures, preferred, or prior preference shares ahead of or affecting the Shares or the rights thereof, or dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise. |
14. | Award Not Part of Normal Compensation. 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 acknowledging the grant, the Participant shall have been deemed irrevocably to have waived any entitlement to pursue such claim. |
15. | Electronic
Communications. 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. |
16. | Governing
Law; Arbitration. This Award, and the interpretation of this Award Agreement, shall be governed by (a) the internal laws of Ireland (without reference to conflict of law principles thereof that would direct the application of the laws of another jurisdiction) with respect to the validity and authorization of any Shares issued under this Award, and (b) the internal laws of the State of Wisconsin (without reference to conflict of law principles thereof that would direct the application of the laws of another jurisdiction) with respect to all other matters. Arbitration will be conducted per the provisions in the Plan. |
17. | 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 and the Company’s Option/SAR execution service provider and the Company’s designated third party broker in the United States. These transfers will be made pursuant to a contract that requires the service provider 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 (or any successor
or superseding regulation). By acknowledging the Award, the Participant acknowledges having been informed of the processing of the Participant’s personal identifiable information described in the |
18. | Restrictive Covenants. In consideration for the Participant’s opportunity to earn the benefits provided in this Award Agreement, Participant agrees to be bound by the restrictive covenants in Attachment A. For the sake of clarity, by accepting this Award, Participant agrees to be bound by such restrictive covenants even if Participant ultimately forfeits this Award or otherwise fails to receive any benefits under this Award Agreement. |
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 11/21/19 | |||
For Period end: | 9/30/19 | 3, 4 | ||
9/2/18 | 4 | |||
9/2/16 | 3, 4, 4/A, 8-K/A | |||
List all Filings |