Exhibit 10.A
JOHNSON CONTROLS, INC.
1992 Stock Option Plan
(Adjusted to reflect 3-for-1 stock split effective
September 14, 2007)
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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. 1992 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 along with Options issued pursuant to the Plan
and, subject to certain limitations, apart from Options issued
pursuant to the Plan. |
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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. |
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Effective Date of the Plan. The effective date of the
Plan is the date of its adoption by the Board of Directors,
September 23, 1992, subject to the approval of the Plan by the
shareholders of the Company within twelve months of the effective
date. Any and all Options granted prior to such approval shall be
subject to such approval. |
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Stock Subject to the Plan. Subject to adjustment in
accordance with the provisions of paragraph 19, the total number of
shares of the common stock of the Company (“Common
Stock”), available for awards during the term of this Plan
shall not exceed 22,775,274 shares. 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 of the Company 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 18) in connection with the receipt of stock
appreciation rights as |
provided in
paragraph 18A 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 separate and apart from Options (including
any grant in connection with the surrender of outstanding Options),
as provided in paragraph 18A, 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.
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Administration. (a) The Plan shall be administered
by the Compensation Committee (the “Committee”)
consisting of not less than three members of the Board 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. |
(b) 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 Option periods, limitations on
Option exercise, and the number of shares to be subject to each
Option. 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) 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.
(d) 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.
(e) 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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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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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. |
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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. |
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Option Price. The per share Option price for Options and
for stock appreciation rights granted under paragraph 18, and the
per share grant price for stock appreciation rights granted under
paragraph 18A, 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 |
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stock
appreciation right granted under paragraph 18A 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.
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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. |
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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. |
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Transferability of Option or Stock Appreciation Right.
No Option or stock appreciation right granted hereunder shall be
transferable other than options specifically 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: |
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(i) |
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pursuant to a “Qualified Domestic Relations Order”
as defined in Section 414(p) of the Internal Revenue Code; or |
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(ii) |
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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 |
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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.
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Exercise of Option; Deferral of Shares. |
(a) The
Committee shall prescribe the manner in which a Participant may
exercise an Option which is not inconsistent with the provisions of
this Plan. 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
o
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