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Johnson Controls International plc – ‘10-K’ for 9/30/19 – ‘EX-10.24’

On:  Thursday, 11/21/19, at 12:14pm ET   ·   For:  9/30/19   ·   Accession #:  833444-19-51   ·   File #:  1-13836

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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

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   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 -- jci-20190930_pre               XML   3.34M 
 8: EX-101.SCH  XBRL Schema -- jci-20190930                          XSD    456K 
112: JSON        XBRL Instance as JSON Data -- MetaLinks              820±  1.35M  
35: ZIP         XBRL Zipped Folder -- 0000833444-19-000051-xbrl      Zip    831K 


‘EX-10.24’   —   Material Contract


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



 <!   C:   C: 
  Exhibit  

 
 
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Exhibit 10.24
JOHNSON CONTROLS INTERNATIONAL PLC
2012 SHARE AND INCENTIVE PLAN (AMENDED AND RESTATED AS OF SEPTEMBER 2, 2016) (THE “PLAN”)
OPTION OR SHARE APPRECIATION RIGHT AWARD AGREEMENT
 
Terms for Nonqualified Share Options and Share Appreciation Rights
 
The Plan has been adopted to permit awards of share options or share appreciation rights 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 Participant 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 Agreement have the following meanings:
 
(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.
 
Other capitalized terms used in this Award Agreement 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 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:
 
(a)     Fifty Percent (50%) of the Award shall vest on the second anniversary of the Grant Date. (b)     Fifty Percent (50%) of the Award shall vest on the third anniversary of the Grant Date.
 
The Award shall expire ten years from the Grant Date.
 
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.
 
(a)    Share Withholding or Delivery. The Participant shall be permitted to satisfy the Company's withholding tax requirements with respect to the Option by electing to have the Company withhold sufficient Shares otherwise issuable to the Participant to meet the withholding tax requirements; provided that, to the extent Shares are withheld to satisfy taxes, the amount to be withheld may not exceed the total minimum statutory tax withholding obligations associated with the transaction to the extent needed for the Company and its Subsidiaries to avoid an accounting charge until Accounting Standards Update 2016-09 applies to the Company, after which time the amount to be withheld may not exceed the total maximum statutory tax rates associated with the transaction. Such election shall be irrevocable, and shall be subject to disapproval, in whole or in part, by the Company. Such election shall be made according to such rules and regulations and in such form as the Company shall determine.
 
(b)    Other Withholding. Notwithstanding anything to the contrary in this Award, if the Company or any Affiliate is required to withhold any foreign, Federal, state or local taxes or other amounts in connection

Terms for SAR-Stock Options – 2012 Plan               Page 2 of 6


with the Award, then the Company may deduct (or require an Affiliate to deduct) such taxes or other amounts from any payments of any kind otherwise due the Participant to satisfy such tax obligations.
 
7.
Termination of Employment.
 
(a)    General. In the event a Participant’s employment with the Company or any of its Affiliates is terminated for any reason, except Retirement, death, Disability, Disposition of Assets (as defined below), Disposition of a Subsidiary (as defined below), Outsourcing Agreement (as defined below), involuntary termination by the Company or an Affiliate without Cause prior to September 2, 2018 or Cause, a Participant may exercise this Award (to the extent vested and exercisable as of the date of the Participant’s termination of employment) for a period of ninety (90) days after the date of the Participant’s termination of employment, but not later than the Award’s expiration date. Thereafter, all rights to exercise the Award shall terminate. Any portion of this Award that is not, or does not become, vested and exercisable as of the date of the Participant’s termination of employment shall automatically be forfeited as of the date of such termination of employment.
 
(b)    Retirement. If the Participant ceases to be an employee of the Company or any Affiliate by reason of Retirement at a time when the Participant’s employment could not have been terminated for Cause, then the Award shall become exercisable with respect to a pro rata portion of the Award and will remain exercisable (to the extent vested upon Retirement) for the life of the grant. The pro rata portion of the Award that shall vest upon the Participant’s Retirement shall be calculated as follows: (i) the total number of Options or SARs subject to this Award multiplied by (ii) a fraction, the numerator of which equals the total number of full months that the Participant was employed during the Award’s original vesting period and the denominator of which equals the total number of months in the Award’s original vesting period, less (iii) the number of Options or SARs that previously vested in the normal course as of the Participant’s last day of employment. For the avoidance of doubt, any portion of this Award that is not, or does not become, vested and exercisable as of the date of the Participant’s Retirement shall automatically be forfeited as of the date of such Retirement.
 
(c)    Death or Disability. If the Participant ceases to be an employee of the Company or any Affiliate by reason of death or Disability at a time when the Participant could not be terminated for Cause, then the Award shall become exercisable in full without regard to any vesting requirements, and may be exercised by the Participant at any time within three (3) years after the date of such termination, but not later than the Award’s expiration date. In the case of the Participant’s death, the Award may be exercised by the person to whom the Award is transferred by will or by applicable laws of descent and distribution. In the event of the death of a Participant who has had a Retirement or ceased to be an employee by reason of Disability, the Award may be exercised by the person to whom the Option is transferred, by will or by applicable laws of descent and distribution, as if the Participant had remained living under Section 6(b) or this Section 6(c), as applicable.
 
(d)    Divestiture or Outsourcing. If the Participant’s employment with the Company and its Affiliates terminates as a result of a Disposition of Assets, Disposition of a Subsidiary or Outsourcing Agreement (each as defined below) at a time when the Participant could not have been terminated for Cause, then the Award shall become exercisable with respect to a pro rata portion of the Award and will remain exercisable (to the extent vested upon the Disposition of Assets, Disposition of a Subsidiary or Outsourcing Agreement) until the earlier of three (3) years after the date of such Disposition of Assets, Disposition of a Subsidiary or Outsourcing Agreement and the Award’s expiration date. The pro rata portion of the Award that shall vest upon termination shall be calculated as follows: (i) the total number of Options or SARs subject to this Award multiplied by (ii) a fraction, the numerator of which equals the total number of full months that the Participant was employed during the Award’s original vesting period and the denominator of which equals the total number of months in the Award’s original vesting period, less (iii) the number of Options or SARs that previously vested in the normal course as of the Participant’s last day of employment. Notwithstanding the foregoing, the Participant shall not be eligible for such pro rata vesting if (i) the Participant’s termination of employment occurs on or prior to the closing date of

Terms for SAR-Stock Options – 2012 Plan               Page 3 of 6


such Disposition of Assets or Disposition of a Subsidiary, as applicable, or on such later date as is specifically provided in the applicable transaction agreement or related agreements, or on the effective date of such Outsourcing Agreement applicable to the Participant (the “Applicable Employment Date”), and (ii) the Participant is offered Comparable Employment (as defined below) with the buyer, successor company or outsourcing agent, as applicable, but does not commence such employment on the Applicable Employment Date. For the avoidance of doubt, any portion of this Award that is not, or does not become, vested and exercisable as of the date of the Disposition of Assets, Disposition of a Subsidiary or Outsourcing Agreement shall automatically be forfeited as of the date of such Disposition of Assets, Disposition of a Subsidiary or Outsourcing Agreement, as applicable.
 
For purposes of this Section 7(d), “Comparable Employment” shall mean employment (i) with base compensation and benefits (not including perquisites, allowances or long term incentive compensation) that, taken as whole, is not materially reduced from that which is in effect immediately prior to the Participant’s termination of employment and (ii) that is at a geographic location no more than 50 miles from the Participant’s principal place of employment in effect immediately prior to the Participant’s termination of employment; “Disposition of Assets” shall mean the disposition by the Company or an Affiliate by which the Participant is employed of all or a portion of the assets used by the Company or Affiliate in a trade or business to an unrelated corporation or entity; “Disposition of a Subsidiary” shall mean the disposition by the Company or an Affiliate of its interest in a subsidiary or controlled entity to an unrelated individual or entity (which, for the avoidance of doubt, excludes a spin-off or split-off or similar transaction), provided that such subsidiary or entity ceases to be controlled by the Company as a result of such disposition; and “Outsourcing Agreement” shall mean a written agreement between the Company or an Affiliate and an unrelated third party (“Outsourcing Agent”) pursuant to which (i) the Company transfers the performance of services previously performed by employees of the Company or Affiliate to the Outsourcing Agent, and (ii) the Outsourcing Agent is obligated to offer employment to any employee whose employment is being terminated as a result of or in connection with said Outsourcing Agreement.
 
(e)    Termination for Cause. If the Participant’s employment with the Company or any of its Affiliates is terminated for Cause, then such termination shall cause the immediate cancellation and forfeiture of any Award, regardless of vesting; and any pending exercises shall be cancelled on the date of termination.
 
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

Terms for SAR-Stock Options – 2012 Plan               Page 4 of 6


any Shares issued pursuant to a share dividend or share split thereon or any securities issued in lieu of or in substitution or exchange for such Shares) that the Participant and the Participant's heirs, legatees, and legal representatives will not sell or otherwise dispose of such shares except pursuant to an effective registration statement under the Securities Act of 1933, as amended, or except in a transaction which, in the opinion of counsel for the Company, is exempt from registration under such act.
 
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

Terms for SAR-Stock Options – 2012 Plan               Page 5 of 6


preceding paragraph and consents to the Company collecting and transferring to the Company's Human Resources Department, and its independent service provider 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.
 
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 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.
 
Failure of the Participant to affirmatively ACKNOWLEDGE or reject this Award within the sixty (60) day period following the Grant Date will result in the Participant’s IMMEDIATE AND AUTOMATIC acceptance of this Award and the terms and conditions of this Award Agreement and the Plan.
 
 
The Company has caused this Award to be executed by one of its authorized officers as of the Grant Date.
 
JOHNSON CONTROLS INTERNATIONAL PLC
 
 
/s/ John Donofrio
John Donofrio
Executive Vice President and General Counsel
 


Terms for SAR-Stock Options – 2012 Plan               Page 6 of 6


Attachment A
Johnson Controls International plc
Restrictive Covenants for Award Agreements
 
 

In consideration for the Participant’s opportunity to earn the benefits provided in this Award Agreement (regardless of whether benefits under this Award Agreement are actually realized by the Participant), and except as prohibited by law, the Participant agrees as follows:

1.    Non-Competition.    Participant agrees that during his or her employment with the Company or its Subsidiaries, and for the period of one (1) year following the Participant’s termination of employment for any reason, or such longer period of non-competition as is included in any offer letter or any other agreement between Participant and the Company or its Subsidiaries or Affiliates, the Participant will not directly or indirectly, own, manage, operate, control (including indirectly through a debt, equity investment, or otherwise), provide services to, or be employed by, any person or entity engaged in any business that (i) conducts or is planning to conduct a business in competition with any business conducted or planned by the Company or any of its Subsidiaries (1) that is located in a region in which Participant had substantial responsibilities during the twenty-four (24) month period preceding Participant’s termination, and (2) for which Participant (A) was materially involved in during the twenty-four (24) month period preceding Participant’s termination, or (B) had knowledge of operations or substantial exposure to during the twenty-four (24) month period preceding Participant’s termination; or (ii) designs, develops, produces, offers for sale or sells a product or service that can be used as a substitute for, or is generally intended to satisfy the same customer needs for, any one or more products or services designed, developed, manufactured, produced or offered for sale or sold by any of the Company’s business (1) that is located in a region in which Participant had substantial responsibilities during the twenty-four (24) month period preceding Participant’s termination, and (2) for which Participant (A) was materially involved in during the twenty-four (24) month period preceding Participant’s termination, or (B) had knowledge of operations or substantial exposure to during the twenty-four (24) month period preceding Participant’s termination.

2.    Non-Solicitation of Customers.    Participant agrees that during his or her employment with the Company or its Subsidiaries, and for the period of one (1) year following the Participant’s termination of employment for any reason, or such longer period of non-solicitation as is included in any offer letter or any other agreement between Participant and the Company or its Subsidiaries or Affiliates, the Participant will not, directly or indirectly, on his or her own behalf or on behalf of another (i) solicit, aid or induce any customer of the Company or any of its Subsidiaries that Participant was responsible for, including supervised, managed or directed by Participant, to purchase goods or services then sold by the Company or its Subsidiaries from another person or entity, or assist or aid any other person or entity in identifying or soliciting any such customer, or (ii) solicit, aid or induce any customer that was pursued by the Company and with which Participant had contact, participated in the contact, or about which Participant had knowledge of Confidential Information by reason of Participant’s relationship with the Company within the twenty-four (24) month period preceding Participant’s termination if that sale or service would be located in a region with respect to which the Participant had substantial responsibilities while employed by the Company or its Subsidiaries.

3.    Non-Solicitation of Employees.    Participant agrees that during his or her employment with the Company or its Subsidiaries, and for the period of one (1) year following the Participant’s termination of employment for any reason, or such longer period of non-solicitation as is included in any offer letter or any other agreement between Participant and the Company or its Subsidiaries or Affiliates, the Participant will not, directly or indirectly, on his or her own behalf or on behalf of another solicit, recruit, aid or induce employees of the Company or any of its Subsidiaries (a) with whom Participant has had material contact with during the twelve (12) months period preceding Participant’s termination and who had access to Confidential Information, trade secrets or customer relationships; or (b) who were directly managed by or




reported to Participant as of the date of Participant’s termination to leave their employment with the Company or its Subsidiaries in order to accept employment with or render services to another person or entity unaffiliated with the Company or its Subsidiaries, or hire or knowingly take any action to assist or aid any other person or entity in identifying or hiring any such employee.

4.    Confidentiality. In consideration for the Participant’s opportunity to earn the benefits provided in this Award Agreement (regardless of whether benefits under this Award Agreement are actually realized by the Participant) and for the Company’s and its Subsidiaries’ promise to provide Participant with confidential and competitively sensitive information from time to time concerning, among other things, the Company and its Subsidiaries strategies, objectives, performance and business prospects, the Participant agrees that during his or her employment with the Company or its Subsidiaries, and until such time thereafter as the Confidential Information is no longer confidential through no fault of the Participant, the Participant shall not use or disclose any Confidential Information except for the benefit of the Company or its Subsidiaries in the course of the Participant’s employment, and shall not use or disclose any Confidential Information in competition with or to the detriment of the Company or its Subsidiaries, or for the benefit of the Participant or anyone else other than the Company or its Subsidiaries. Notwithstanding the foregoing, nothing herein shall prohibit the Participant from reporting or otherwise disclosing possible violations of state, local or federal law or regulation to any governmental agency or entity, or making other disclosures that, in each case, are protected under whistleblower provisions of local, state or federal law or regulation. Nothing in this Agreement is intended to discourage or restrict Employee from reporting any theft of trade secrets pursuant to the Defend Trade Secrets Act of 2016 (“DTSA”) or other applicable state or federal law.  The DTSA provides: An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to any attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation or law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to an attorney for the individual and use the trade secret information in the court proceeding, if the individual (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order.

“Confidential Information” means any information that is not generally known outside the Company and its Subsidiaries, relating to any phase of business of the Company or any Subsidiary, whether existing or foreseeable, including information conceived, discovered or developed by the Participant. Confidential Information includes, but is not limited to: project files, product designs, drawings, sketches and processes; production characteristics; testing procedures and results thereof; manufacturing methods, processes, techniques and test results; plant layouts, tooling, engineering evaluations and reports; business plans, financial statements and projections; operating forms (including contracts) and procedures; payroll and personnel records; non-public marketing materials, plans and proposals; customer lists and information, and target lists for new clients and information relating to potential clients; software codes and computer programs; training manuals; policy and procedure manuals; raw materials sources, price and cost information; administrative techniques and documents; and any information received by the Company under an obligation of confidentiality to a third party.
5.    Non-Disparagement. Each of the Participant and the Company and its Subsidiaries (for purposes hereof, the Company and its Subsidiaries shall mean only the officers and directors thereof and not any other employees) agrees not to make any statements that disparage the other party, or in the case of the Company or its Subsidiaries, their respective Subsidiaries, employees, officers, directors, products or services. Notwithstanding the foregoing, statements made in the course of sworn testimony in administrative, judicial or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) shall not be subject to the limitations in this paragraph.



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:11/21/19
For Period end:9/30/193,  4
9/2/184
9/2/163,  4,  4/A,  8-K/A
 List all Filings 


15 Subsequent Filings that Reference this Filing

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

12/14/23  Johnson Controls Int’l plc        10-K        9/30/23  146:19M
11/15/22  Johnson Controls Int’l plc        10-K        9/30/22  146:21M
 9/07/22  Johnson Controls Int’l plc        424B5                  2:779K                                   Donnelley … Solutions/FA
 9/06/22  Johnson Controls Int’l plc        424B5                  1:772K                                   Donnelley … Solutions/FA
 8/26/22  Johnson Controls Int’l plc        424B5                  2:829K                                   Donnelley … Solutions/FA
 8/25/22  Johnson Controls Int’l plc        424B5                  1:819K                                   Donnelley … Solutions/FA
11/15/21  Johnson Controls Int’l plc        10-K        9/30/21  137:24M
 9/15/21  Johnson Controls Int’l plc        424B5                  1:807K                                   Donnelley … Solutions/FA
 9/13/21  Johnson Controls Int’l plc        424B5                  1:800K                                   Donnelley … Solutions/FA
11/16/20  Johnson Controls Int’l plc        10-K        9/30/20  135:24M
 9/11/20  Johnson Controls Int’l plc        424B5                  1:894K                                   Donnelley … Solutions/FA
 9/10/20  Johnson Controls Int’l plc        424B5                  1:856K                                   Donnelley … Solutions/FA
 9/09/20  Johnson Controls Int’l plc        424B5                  1:885K                                   Donnelley … Solutions/FA
 9/08/20  Johnson Controls Int’l plc        424B5                  1:848K                                   Donnelley … Solutions/FA
 9/04/20  Johnson Controls Int’l plc        POSASR      9/04/20    6:635K                                   Donnelley … Solutions/FA
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