Exhibit 10.N
JOHNSON CONTROLS, INC.
38,447,427 Shares
Common
Stock
JOHNSON CONTROLS, INC. 2000 STOCK OPTION PLAN
January 1, 2000
(Adjusted to reflect 3-for-1 stock split effective
September 14, 2007)
This document sets forth information
relating to participation in the Johnson Controls, Inc. 2000 Stock
Option Plan (the “Plan”) and to shares of our common
stock that we are offering under the Plan. Each share of our common
stock issued under the Plans will include one right to purchase our
common stock. In this document, unless the context otherwise
requires, all references to our common stock includes the
accompanying rights. We are offering participation in the Plan to
our officers and other key employees and those of our
subsidiaries.
This document will be accompanied or
preceded by our latest Annual Report to Shareholders. If you have
previously received a copy of our Annual Report to Shareholders but
wish to have another copy, then we will furnish an additional copy
without charge upon written or oral request to us.
Neither the Securities and
Exchange Commission nor any state securities commission has
approved or disapproved of the securities offered pursuant to the
Plan or determined if this prospectus is truthful and complete. Any
representation to the contrary is a criminal offense.
You should rely only on the
information contained in this document or to which we have referred
you. We have not authorized anyone to provide you with information
that is different. The information in this document may only be
accurate on the date of the document. This document may only be
used where it is legal to sell these securities.
This document may not be used for
resales of shares acquired under the Plan.
THE COMPANY
We are a global market leader in
automotive systems and facility management and control. In the
automotive market, we are a major supplier of seating and interior
systems, and batteries. For nonresidential facilities, we provide
building control systems and services, energy management and
integrated facility management. Our principal executive offices are
located at 5757 North Green Bay Avenue, P.O. Box 591, Milwaukee,
Wisconsin 53201. Our telephone number is (414) 524-1200.
1. Establishment .
JOHNSON CONTROLS, INC. (the “Company”) hereby
establishes a stock option plan for certain officers and other key
employees, as described herein, which shall be known as the JOHNSON
CONTROLS, INC. 2000 STOCK OPTION PLAN (the “Plan”). It
is intended that certain of the stock options issued pursuant to
the Plan may constitute incentive stock options within the meaning
of Section 422 of the Internal Revenue Code (“Incentive
Stock Options”) and the remainder of the options issued
pursuant to the Plan shall constitute nonqualified options.
Incentive Stock Options and nonqualified stock options are
hereinafter jointly referred to as “Options.” The
Committee may also award stock appreciation rights apart from
Options issued pursuant to the Plan.
2. Purpose . The purpose
of the Plan is to induce certain officers and other key employees
to remain in the employ of the Company or its subsidiaries and to
encourage such employees to secure or increase on reasonable terms
their stock ownership in the Company. The Board of Directors of the
Company (the “Board of Directors”) believes that the
Plan will promote continuity of management and increased incentive
and personal interest in the welfare of the Company by those who
are responsible for shaping and carrying out the long-range plans
of the Company and securing its continued growth and financial
success.
3. Effective Date of the
Plan . The Plan was adopted by the Board of Directors on
November 17, 1999, and, subject to the approval of the Plan by
the shareholders of the Company within twelve months of this date,
the effective date of the Plan will be January 1, 2000. Any
and all Options granted prior to shareholder approval shall be
subject to such approval.
4. Stock Subject to the
Plan . Subject to adjustment in accordance with the provisions
of this paragraph and paragraph 17, the total number of shares of
the common stock of the Company (“Common Stock”)
available for awards during the term of the Plan shall be an amount
calculated as follows: (a) fifteen percent (15%) of the number
of shares of Common Stock outstanding upon the effective date of
the Plan minus (b) the number of shares of Common Stock
subject to awards made under any prior stock option plan of the
Company (a “Prior Plan”) and outstanding upon the
effective date of the Plan (“Prior Plan Awards”).
Shares of Common Stock to be delivered upon exercise of Options or
settlement of stock appreciation rights under the Plan shall be
made available from presently authorized but unissued Common Stock
or authorized and issued shares of Common Stock reacquired and held
as treasury shares, or a combination thereof. If any Option or
stock appreciation right shall be canceled, expire or terminate
without having been exercised in full, or to the extent a stock
appreciation right is settled in cash, the shares of Common Stock
allocable to the unexercised, canceled, forfeited portion of such
Option or stock appreciation right, or portion of such stock
appreciation right which is settled in cash, shall again be
available for the purpose of the Plan. The surrender of
any
Options (and the surrender of any related stock appreciation rights
granted under paragraph 16) in connection with the receipt of stock
appreciation rights as provided in paragraph 16 shall, as to such
Options, have the same effect under this paragraph 4 as the
cancellation or termination of such Options without having been
exercised. If any stock appreciation rights are granted under the
Plan (including any grant in connection with the surrender of
outstanding Options), as provided in paragraph 16, and shares of
Common Stock may be issuable in connection with such stock
appreciation rights, then the grant of such stock appreciation
rights shall be deemed to have the same effect under this paragraph
4 as the grant of Options; provided, however, if any such stock
appreciation rights shall be canceled, expire or terminate without
having been exercised in full, or to the extent a stock
appreciation right is settled in cash, the shares of Common Stock
allocable to the unexercised, canceled, forfeited portion of such
stock appreciation right, or portion of such stock appreciation
right which is settled in cash, shall again be available for the
purpose of the Plan. If the exercise price of any Option granted
under the Plan is satisfied by tendering shares of Common Stock to
the Company (by either actual delivery or by attestation), only the
number of shares of Common Stock issued net of the shares of Common
Stock tendered shall be deemed delivered for purposes of
determining the maximum number of shares of Common Stock available
for delivery under the Plan. If any Participant satisfies the
Company’s withholding tax requirements upon the exercise of
an Option by properly electing to have the Company withhold shares
of Common Stock, then the shares of Common Stock so withheld shall
again be available for the purpose of the Plan, except that such
shares shall not be available for the granting of Incentive Stock
Options. After the effective date of the Plan, if any event occurs
as a result of which shares of Common Stock subject to Prior Plan
Awards would again become available for the purpose of the relevant
Prior Plan if the Prior Plan were still in effect and the Company
could grant awards under the Prior Plan, then such shares shall be
available for the purpose of the Plan rather than such Prior Plan
(subject to any applicable limitation on the use of such shares for
the granting of Incentive Stock Options) and thereby increase the
shares available under the Plan as determined under the first
sentence of this paragraph.
5. Administration
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(a) |
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The Plan shall be administered by the Compensation Committee
(the “Committee”) consisting of not less than three
members of the Board of Directors appointed from time to time by
the Board of Directors. No member of the Committee shall be, nor at
any time during the preceding one-year period have been, eligible
to receive stock, stock options or stock appreciation rights of the
Company or of its subsidiaries pursuant to the Plan or any other
plan of the Company or its subsidiaries, other than a plan for
directors of the Company who are not officers or employees of the
Company which provides for automatic grants without exercise of
discretion by any member of the Board of Directors, or by any
officer or employee of the Company. |
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(b) |
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Subject to the express provisions of the Plan, the Committee
shall have authority to establish such rules and regulations as it
deems necessary or advisable for the proper administration of the
Plan, and in its discretion, to determine the individuals (the
“Participants”) to whom, and the time or times at
which, Options and stock appreciation rights shall be granted, the
type of Options, the periods of |
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Options or stock appreciation rights, limitations on exercise
of Options or stock appreciation rights, and the number of shares
to be subject to each Option or award of stock appreciation rights.
In making such determinations, the Committee may take into account
the nature of the services rendered by the respective employees,
their present and potential contributions to the success of the
Company or its subsidiaries, and such other factors as the
Committee, in its discretion, shall deem relevant. |
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(c) |
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Subject to the express provisions of the Plan, the Committee
shall also have complete authority to interpret the Plan, to
prescribe, amend, and rescind rules and regulations relating to it,
to determine the terms and provisions of the respective Option
Agreements (which need not be identical) and to make all other
determinations necessary or advisable for the administration of the
Plan. The Committee’s determinations on the matters referred
to in this paragraph 5 shall be conclusive and binding upon all
parties. |
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(d) |
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Neither the Committee nor any member thereof shall be liable
for any act, omission, interpretation, construction or
determination made in connection with the Plan in good faith, and
the members of the Committee shall be entitled to indemnification
and reimbursement by the Company in respect of any claim, loss,
damage or expense (including attorneys fees) arising therefrom to
the full extent permitted by law and under any directors and
officers liability insurance that may be in effect from time to
time. |
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(e) |
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A majority of the Committee shall constitute a quorum, and the
acts of a majority of the members present at any meeting at which a
quorum is present, or acts approved in writing by a majority of the
Committee without a meeting, shall be the acts of the
Committee. |
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(f) |
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The Chief Executive Officer of the Company shall have the same
authority as the Committee with respect to the grant and
administration of awards of options and stock appreciation rights
made to (or to be made to) individuals eligible for the Plan,
excluding officers and employees who are subject to the provisions
of Section 16 of the Exchange Act or who are covered by
Section 162(m) of the Code at the time in question. |
6. Eligibility . Options and
stock appreciation rights may be granted to officers and other key
employees of the Company and of any of its present and future
subsidiaries. The maximum number of shares of Common Stock covered
by Options which may be granted to any Participant within any two
consecutive calendar year periods shall not exceed 1.5 million
shares in the aggregate. No Option or stock appreciation right
shall be granted to any person who owns, directly or indirectly,
shares of stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company. A director of
the Company or of a subsidiary who is not also an employee of the
Company or of a subsidiary will not be eligible to receive any
Option or stock appreciation right hereunder.
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7. Rights of Employees .
Nothing in this Plan or in any Option or stock appreciation right
shall interfere with or limit in any way the right of the Company
and any of its subsidiaries to terminate any Participant’s or
employee’s employment at any time, nor confer upon any
Participant or employee any right to continue in the employ of the
Company and its subsidiaries. No employee shall have any right to
be granted an award under this Plan, even if an award was granted
to such employee at any prior time, or if a similarly-situated
employee is or was granted an award under similar
circumstances.
8. Option Agreements .
All Options and stock appreciation rights granted under the Plan
shall be evidenced by written agreements (an “Option
Agreement”) in such form or forms as the Committee shall
determine.
9. Option Price . The
per share Option price for Options and the per share grant price
for stock appreciation rights granted under paragraph 16, as
determined by the Committee, shall be an amount not less than 100%
of the fair market value of the stock on the date such Options or
stock appreciation rights are granted (or, if the Committee so
determines, in the case of any stock appreciation right granted
under paragraph 16 upon the surrender of any outstanding Option, on
the date of grant of such Option). The fair market value of a share
of stock on any date shall be the average of the highest and lowest
market prices of sales of the Common Stock on that date, or on the
next preceding trading day if such date was not a trading day as
reported on the New York Stock Exchange or as otherwise determined
by the Committee. However, effective January 1, 2007, in
connection with an exercise of options, to the extent the
Participant sells any Shares acquired upon such exercise in a
market transaction on the date of exercise, the sale price(s) for
any such Shares shall be the fair market value.
10. Option Period . The
term of each Option and stock appreciation right shall be as
determined by the Committee but in no event shall the term of an
Option or stock appreciation right exceed a period of ten
(10) years from the date of its grant. Each Option and stock
appreciation right granted hereunder may granted at any time on or
after the effective date of the Plan, and prior to its termination,
provided that no Option or stock appreciation right may be granted
later than ten years after the date this Plan is adopted. The
Committee shall determine whether any Option or stock appreciation
right shall become exercisable in cumulative or non-cumulative
installments or in full at any time. An exercisable Stock Option or
stock appreciation right, or portion thereof, may be exercised in
whole or in part only with respect to whole shares of Common
Stock.
11. Maximum Value of
Incentive Stock Options . The aggregate fair market value (as
defined in paragraph 9) of the Common Stock for which any Incentive
Stock Options are exercisable for the first time by a Participant
during any calendar year under the Plan or any other plan of the
Company or any subsidiary shall not exceed $100,000. To the extent
the fair market value of the shares of Common Stock attributable to
Incentive Stock Options first exercisable in any calendar year
exceeds $100,000, the excess portion of the Incentive Stock Options
shall be treated as nonqualified options.
12. Transferability of
Option or Stock Appreciation Right . No Option or stock
appreciation right granted hereunder shall be transferable other
than options specifically
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designated by the Compensation Committee as such and meeting the
following requirements of transfer:
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(a) |
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by will or by the laws of descent and distribution; or |
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(b) |
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in the case of a nonqualified option: |
(i) pursuant to a “Qualified
Domestic Relations Order” as defined in Section 414(p) of the
Internal Revenue Code; or
(ii) to (A) his or her spouse,
children or grandchildren (“Immediate Family Members”),
(B) a partnership in which the only partners are the
Participant’s Immediate Family Members, or (C) a trust
or trusts established solely for the benefit of one or more of the
Participant’s Immediate Family Members (collectively, the
Permitted Transferees), provided that there may be no consideration
for any such transfer by a Participant.
Following transfer (if applicable),
such Options and stock appreciation rights shall continue to be
subject to the same terms and conditions as were applicable
immediately prior to transfer, provided that such Options and stock
appreciation rights may be exercised during the life of the
Participant only by the Participant or, if applicable, by the
alternate payee designated under a Qualified Domestic Relations
Order or the Participant’s Permitted Transferees.
13. Exercise of Option .
The Committee shall prescribe the manner in which a Participant may
exercise an Option which is not inconsistent with the provisions of
this Plan. However, no Option shall be exercisable, in whole or in
part, for a period of at least six months commencing on the date of
grant, except as provided in paragraph 20 in the event of a Change
in Control. An Option may be exercised, subject to limitations on
its exercise contained in the Option Agreement and in this Plan, in
full, at any time, or in part, from time to time, only by
(A) written notice of intent to exercise the Option with
respect to a specified number of shares, and (B) by payment in
full to the Company at the time of exercise of the Option, of the
option price of the shares being purchased. Payment of the Option
price may be made (i) in cash, (ii) if permitted by the
applicable Option Agreement, by tendering of shares of Common Stock
equivalent in fair market value (as defined in paragraph 9), or
(iii) if permitted by the applicable Option Agreement, partly
in cash and partly in shares of Common Stock. Common Stock may be
tendered either by actual delivery of shares of Common Stock or by
attestation.
14. Withholding . If
permitted by the applicable Option Agreement, a Participant may be
permitted
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