Exhibit 10.L
Effective 1/16/06
[FORM OF]
INDEMNITY AGREEMENT
THIS
INDEMNITY AGREEMENT (“Agreement”) is made and entered
into as of this ___ day of ___ 20 ___, by and between Johnson
Controls, Inc., a Wisconsin corporation (the “Company”)
and ___ a Director and/or Officer of the Company (the
“Executive”). Capitalized terms used in this Agreement
and not otherwise defined in the text of this Agreement, or in
Paragraph 17 hereof, shall have the respective meanings
ascribed to them in Section 180.0850 of the Wisconsin Business
Corporation Law (the “Statute”).
W I T
N E S S E T H:
WHEREAS,
Section 180.0858 of the Statute provides that Directors and
Officers can, subject to certain limitations, be granted
indemnification rights in addition to those provided in the Statute
pursuant to a written agreement between a Director or Officer and
the Company.
WHEREAS,
in order to provide the Executive with the most comprehensive
personal liability protection presently allowed under Wisconsin
law, the Company has deemed it appropriate to enter into this
Agreement with the Executive.
WHEREAS,
the Executive desires to continue to serve as a Director or Officer
of the Company; provided, however, that the Executive is furnished
with the personal liability protections set forth
hereinafter.
WHEREAS,
the Executive agrees that, as a condition to the Company entering
into this Agreement, the Executive shall terminate and return any
existing indemnity agreement with the Company to which the
Executive is currently a party.
NOW,
THEREFORE, in consideration of the promises, mutual covenants and
agreements of the Company and the Executive contained in this
Agreement and the mutual benefits to be derived herefrom, the
Company and the Executive, intending to be legally bound, hereby
covenant and agree as follows:
1.
Agreement to Serve . The Executive agrees to continue to
serve the Company as a Director or Officer in consideration of the
personal liability protections granted by the Company to the
Executive herein; provided, however, that nothing contained in this
Agreement shall constitute a contract of employment or designation
of directorship between the Company and the Executive.
2.
Mandatory Indemnification . The Company shall indemnify the
Executive, to the fullest extent permitted or required by the
Statute, against all Liabilities incurred by the Executive in a
Proceeding in which the Executive is a Party because the Executive
is or was a Director or Officer.
3.
Procedural Requirements .
(a) If
the Executive seeks indemnification under Paragraph 2, the
Executive shall make a written request therefor to the Company.
Subject to Paragraphs 3(b) and 3(e), within sixty days of the
Company’s receipt of such request, the Company shall pay or
reimburse the Executive for the entire amount of Liabilities
incurred thereby in connection with the subject Proceeding (net of
any Expenses previously advanced pursuant to
Paragraph 5).
(b)
No indemnification shall be required to be paid by the Company
pursuant to Paragraph 2 if, within such sixty-day period,
(i) a Disinterested Quorum, by a majority vote thereof,
determines that the Executive engaged in misconduct constituting a
Breach of Duty; or (ii) a Disinterested Quorum cannot be
obtained.
(c)
In either case of nonpayment pursuant to Paragraph 3(b), the
Board shall immediately authorize by resolution that an Authority,
as provided in Paragraph 4, determine whether the
Executive’s conduct constituted a Breach of Duty and,
therefore, whether indemnification should be denied
hereunder.
(d)
If the Board does not authorize an Authority to determine the
Executive’s right to indemnification hereunder within such
sixty-day period and/or if indemnification of the requested amount
of Liabilities is paid by the Company, then it shall be
conclusively presumed for all purposes that a Disinterested Quorum
has determined that the Executive did not engage in misconduct
constituting a Breach of Duty.
(e)
If a Change in Control shall have occurred, the sixty-day period
referenced in Paragraph 3(b) and Paragraph 3(d) shall become a
ten-day period.
4.
Determination of Indemnification .
(a)
If the Board authorizes an Authority to determine the
Executive’s right to indemnification pursuant to
Paragraph 3, then the Executive shall have the absolute
discretionary authority to select one of the following as such
Authority:
(i) An Independent Legal Counsel
mutually selected by the Executive and by a majority vote of a
Disinterested Quorum or, if a Disinterested Quorum cannot be
obtained, then by a majority vote of the Board; provided that if a
Change of Control shall have occurred, such counsel shall be
selected solely by the Executive;
(ii) A panel of three arbitrators
selected from the panels of arbitrators of the American Arbitration
Association in Milwaukee, Wisconsin; provided, that (A) the
first arbitrator shall be selected by the Executive, the second
arbitrator shall be selected by a majority vote of a Disinterested
Quorum or, if a Disinterested Quorum cannot be obtained, then by a
majority vote of the Board, and the third arbitrator shall be
selected by the two previously selected arbitrators; and
(B) in all other respects, such panel shall be governed by the
American Arbitration Association’s then existing Commercial
Arbitration Rules; or
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(iii) A court pursuant to and in
accordance with Sections 180.0854 and 180.0855 of the
Statute.
(b)
In any determination by the selected Authority, there shall exist a
rebuttable presumption that the Executive’s conduct did not
constitute a Breach of Duty and that indemnification against the
requested amount of Liabilities is required. The burden of
rebutting such a presumption by clear and convincing evidence shall
be on the Company or such other party asserting that such
indemnification should not be allowed.
(c)
The Authority shall make a determination within sixty days of being
selected and shall submit a written opinion of its conclusion
simultaneously to both the Company and the Executive. If the
Authority shall not have made a determination within such sixty-day
period, then it shall be conclusively presumed for all purposes
that the Authority has determined that the Executive has a right to
indemnification pursuant to Paragraph 3 and the Executive
shall be entitled to such indemnification, absent (1) a
misstatement by the Executive of a material fact, or an omission of
a material fact necessary to make the Executive’s statement
not materially misleading, in connection with the request for
indemnification, or (ii) an express prohibition under
applicable law against determining the Executive’s
entitlement to indemnification in this manner; provided, however,
that such sixty-day period may be extended for a reasonable time,
not to exceed an additional thirty days, if the person, persons or
entity making the determination with respect to entitlement to
indemnification in good faith requires such additional time for the
obtaining or evaluating of documentation and/or information
relating thereto.
(d)
If the Authority determines (or is deemed to have determined) that
indemnification is required hereunder, the Company shall pay the
entire requested amount of Liabilities (net of any Expenses
previously advanced pursuant to Paragraph 5), including
interest thereon at a reasonable rate, as determined by the
Authority, within ten days of receipt of the Authority’s
opinion; provided, that, if it is determined by the Authority that
the Executive is entitled to indemnification as to some claims,
issues or matters, but not as to other claims, issues or matters,
involved in the subject Proceeding, the Company shall be required
to pay (as set forth above) only the amount of such requested
amount of Liabilities as the Authority shall deem appropriate in
light of all of the circumstances of such Proceeding.
(e)
The determination by the Authority that indemnification of the
Executive is required hereunder shall be binding upon the Company
regardless of any prior determination that the Executive engaged in
a Breach of Duty.
(f)
All Expenses incurred in the determination process under this
Paragraph 4 by either the Company or the Executive, including,
without limitation, all Expenses of the selected Authority, shall
be paid by the Company.
5.
Mandatory Allowance of Expenses .
(a)
The Company shall pay or reimburse, within ten days after the
receipt of the Executive’s written request therefor, the
reasonable Expenses of the Executive as such Expenses are incurred,
provided the following conditions are satisfied:
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(i) The Executive furnishes to the
Company an executed written certificate affirming the
Executive’s good faith belief that the Executive has not
engaged in misconduct which constitutes a Breach of Duty; and
(ii) The Executive furnishes to the
Company an unsecured executed written agreement to repay any
advances made under this Paragraph 5 if it is ultimately
determined by an Authority that the Executive is not entitled to be
indemnified by the Company for such Expenses pursuant to
Paragraph 4.
(b) If
the Executive must repay any previously advanced Expenses pursuant
to this Paragraph 5, the Executive shall not be required to
pay interest on such amounts.
6.
Insurance . The Company may purchase and maintain insurance
on behalf of the Executive against any Liability asserted against
or incurred by the Executive because the Executive is a Director or
Officer, regardless of whether the Company is required or permitted
to indemnify against Liabilities or allow Expenses to the Executive
hereunder.
7.
Remedies . The Company shall indemnify and hold harmless the
Executive to the fullest extent permitted by law against all
reasonable expenses, and if requested by the Executive shall,
within ten (10) days after the Company’s receipt of such
written request, advance such reasonable expenses to the Executive,
which are incurred by the Executive in connection with any judicial
proceeding or arbitration brought by the Executive (i) to
enforce his rights under, or to recover damages for breach of, this
Agreement or any other indemnification or advancement agreement or
provision of the Articles of
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