JOHNSON CONTROLS, INC.
EXECUTIVE SURVIVOR BENEFITS PLAN
ARTICLE 1.
PURPOSE AND DURATION
Section 1.1. Purpose . The purpose of the Johnson
Controls, Inc. Executive Survivor Benefits Plan is to permit
eligible employees of Johnson Controls, Inc. or its subsidiaries to
elect to provide death benefits for their designated beneficiaries
under this Plan in lieu of the group term life insurance benefits
available under the Johnson Controls Group Life Insurance
Plan.
Section 1.2. Duration . The Plan was originally
effective as of January 1, 1982. The Plan was most recently
amended and restated effective September 29, 2008. The
provisions of the Plan as amended and restated apply to each
individual with an interest hereunder on or after
September 29, 2008. The Plan shall remain in effect until
terminated pursuant to Article 9.
ARTICLE 2.
DEFINITIONS AND CONSTRUCTION
Section 2.1. Definitions . Wherever used in this Plan,
the following terms shall have the meanings set forth below and
where the meaning is intended, the initial letter of the word is
capitalized:
(a) “Beneficiary”
means the individual(s), trust(s) or other entity(ies) entitled to
receive benefits hereunder as determined under
Article 6.
(b) “Board”
means the Board of Directors of the Company.
(c) “Company”
means Johnson Controls, Inc., a Wisconsin corporation, and any
successor thereto as provided in Article 13.
(d) “Committee”
means the Compensation Committee of the Board.
(e) “Final
Annual Pay” means the Participant’s annualized base
salary rate in effect as of the date of his death, prior to
reduction for any deferrals. In the event the Participant is absent
from employment as a result of a Total and Permanent Disability on
the date of his death, Final Annual Pay shall be determined as of
the date immediately preceding the date of his Total and Permanent
Disability.
(f) “Participant”
means an executive of the Company or a subsidiary who has been
approved for participation in this Plan by the Committee and who
has elected coverage hereunder as provided in
Article 4.
(g) “Plan”
means the arrangement described herein, as from time to time
amended and in effect.
(h) “Retirement”
means termination of employment from the Company and its
subsidiaries on or after attainment of age 55 with at least ten
years of vesting service or age 65 with at least five years of
vesting service (vesting service to be determined within the
meaning of the Johnson Controls Pension Plan or such other plan or
methodology prescribed by the Committee).
(i) “Total
and Permanent Disability” means the Participant’s
inability to perform the material duties of his occupation as a
result of a medically-determinable physical or mental impairment
which can be expected to result in death or which has lasted or can
be expected to last for a period of at least 12 months, as
determined by the Committee. The Participant will be required to
submit such medical evidence or to undergo a medical examination by
a doctor selected by the Committee as the Committee determines is
necessary in order to make a determination hereunder.
Section 2.2. Gender and Number . Except where
otherwise indicated by the context, any masculine term used herein
includes the feminine, the plural includes the singular, and the
singular the plural.
Section 2.3. Severability . In the event any provision
of the Plan is held illegal or invalid for any reason, the
illegality or invalidity shall not affect the remaining parts of
the Plan, and the Plan shall be construed and enforced as if the
said illegal or invalid provision had not been included.
ARTICLE 3.
ADMINISTRATION
Section 3.1. General . The Plan shall be administered
by the Committee. If at any time the Committee shall not be in
existence, the Board shall assume the Committee’s functions
and each reference to the Committee herein shall be deemed to
include the Board.
Section 3.2. Authority . In addition to the authority
specifically provided herein, the Committee shall have full power
and discretionary authority to: (a) administer the Plan,
including but not limited to the power and authority to construe
and interpret the Plan; (b) correct errors, supply omissions or
reconcile inconsistencies in the Plan’s terms;
(c) establish, amend or waive rules and regulations, and
appoint such agents, as it deems appropriate for the Plan’s
administration; (d) determine the factors to be used to
determine present value lump sum payments; and (e) make any
other determinations, including factual determinations, and take
any other action as it determines is necessary or desirable for the
Plan’s administration.
Section 3.3. Decision Binding . The Committee’s
determinations and decisions made pursuant to the provisions of the
Plan and all related orders or resolutions of the Board shall be
final, conclusive and binding on all persons who have an interest
in the Plan or an award, and such determination and decisions shall
not be reviewable.
Section 3.4. Procedures of the Committee . The
Committee’s determinations must be made by not less than a
majority of its members present at the meeting (in person or
otherwise) at which a quorum is present, or by written majority
consent, which sets forth the action, is signed by the members of
the Committee and filed with the minutes for proceedings of the
Committee. A
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majority of the
entire Committee shall constitute a quorum for the transaction of
business. Service on the Committee shall constitute service as a
director of the Company so that the Committee members shall be
entitled to indemnification, limitation of liability and
reimbursement of expenses with respect to their Committee services
to the same extent that they are entitled under the Company’s
By-laws and Wisconsin law for their services as directors of the
Company, except to the extent such indemnification is prohibited by
ERISA.
Section 3.5. Charge to Subsidiary . Each subsidiary
shall be charged each year with the amount, if any, payable under
the Plan with respect to its employees for such year.
ARTICLE 4.
PARTICIPATION AND ELECTION OF BENEFITS
Section 4.1. Participation . The Committee shall
specify which executives of the Company and its subsidiaries are
eligible for participation in the Plan. Any executive designated
for participation in the Plan may elect, in the form and manner and
subject to such rules as the Committee may prescribe, to provide
the survivor benefit described in Article 5 hereof in lieu of
continuing group life insurance coverage under the Company’s
Group Life Insurance Plan. No benefits shall be provided under this
Plan to any individual who does not elect to be covered hereunder
pursuant to this Paragraph. Accidental death and dismemberment and
travel accident insurance benefits shall remain in effect for the
Participant as provided under the Company’s Group Life
Insurance Plan.
Section 4.2. Cessation of Participation .
Participation shall end on the date the Participant terminates
employment from the Company and its subsidiaries (other than by
reason of death) except as provided in Article 5. If a
Participant is transferred to a non-executive position or other
position that is not eligible for participation in the Plan, such
individual shall cease to be a Participant hereunder on the date of
such transfer. In addition, a Participant may cancel his election
to participate hereunder at any time by filing a written notice to
the Company specifying the effective date of such
cancellation.
ARTICLE 5.
SURVIVOR BENEFITS
In
the event of the death of a Participant prior to his termination of
employment from the Company and its subsidiaries, a benefits shall
be paid to his Beneficiary in the amount indicated in the following
table (the “Death Benefit”), depending on the age of
the Participant at the date of his death:
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Age
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Death Benefit
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3 times Final Annual Pay
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2 times Final Annual Pay
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plus an
additional amount (the “Gross-Up Payment”) such that
the net amount retained by the Beneficiary(ies), after payment of
any federal, state or local income tax or employment tax (but not
estate tax) with respect to the Death Benefit, and any federal,
state and local income tax or employment tax (but not estate tax)
upon the payment provided for by this paragraph, shall
be
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equal to the
Death Benefit. For purposes of determining the amount of the
Gross-Up Payment, the Company shall use the highest marginal rate
of federal income and employment taxation in the calendar year in
which the Gross-Up Payment is to be made and state and local income
taxes at the highest marginal rate of taxation in the state and
locality of the Executive’s or Beneficiary’s domicile
(as applicable) for income tax purposes on the date the Gross-Up
Payment is made, net of the maximum reduction in federal income
taxes that may be obtained from the deduction of such state and
local taxes.
The
Death Benefit and the Gross-Up Payment shall be paid within ninety
(90) days following the Participant’s death. For
purposes of this Plan, the Participant shall be deemed to continue
in employment during a period of Total and Permanent Disability
prior to age 65.
Notwithstanding
the foregoing, in the event a Participant who Retired before 1989
dies after such Retirement, and provided no other post-retirement
death benefit h
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