Exhibit 10.P
JOHNSON CONTROLS, INC.
2001 RESTRICTED STOCK PLAN
(Adjusted to reflect 3-for-1 stock split effective
September 14, 2007)
ARTICLE 1.
PURPOSE AND DURATION
Section 1.1.
Purpose . The Johnson Controls, Inc. Restricted Stock Plan
has two complementary purposes: (a) to promote the success of
the Company by providing incentives to the Company’s and
subsidiary’s officers and other key employees that will link
their personal interests to the long-term financial success of the
Company and to growth in value; and (b) to permit the Company
and its subsidiaries to attract, motivate and retain experienced
and knowledgeable employees upon whose judgment, interest, and
special efforts the successful conduct of the Company’s
operations is largely dependent.
Section 1.2.
Duration . The Plan was originally effective on
October 1, 2001. The Plan was most recently amended and
restated effective January 1, 2008. The Plan shall remain in
effect, subject to the right of the Board to terminate the Plan at
any time pursuant to Article 11 herein, until all Shares reserved
for issuance under the Plan have been issued.
ARTICLE 2.
DEFINITIONS AND CONSTRUCTION
Section 2.1.
Definitions . Wherever used in the Plan, the following terms
shall have the meanings set forth below and, when the meaning is
intended, the initial letter of the word is capitalized:
(a) “Act” means the
Securities Act of 1933, as interpreted by rules and regulations
issued pursuant thereto, all as amended and in effect from time to
time. Any reference to a specific provision of the Act shall be
deemed to include reference to any successor provision
thereto.
(b) “Award” means a
grant of Restricted Shares or Restricted Share Units.
(c) “Beneficial
Owner” (or derivatives thereof) shall have the meaning
ascribed to such term in Rule 13d-3 of the General Rules and
Regulations under the Exchange Act.
(d) “Board” means
the Board of Directors of the Company.
(e) “Cause” means:
(1) if the Participant is subject to an employment agreement
that contains a definition of “cause”, such definition,
or (2) otherwise, any of the following as determined by the
Committee: (a) violation of the provisions of any employment
agreement, non-competition agreement, confidentiality agreement, or
similar agreement with the Company or subsidiary, or the
Company’s or 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
subsidiary, (c) commission of an act of dishonesty or
disloyalty involving
the
Company or subsidiary, (d) violation of any federal, state or
local law in connection with the Participant’s employment, or
(e) breach of any fiduciary duty to the Company or a
subsidiary.
(f) “Change of
Control” means the occurrence of any one of the
following:
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(1) |
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The acquisition, other than from the Company, by any Person of
Beneficial Ownership of 20% or more of either (A) the then
outstanding shares of common stock of the Company (the
“Outstanding Company Common Stock”) or (B) the combined
voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors
(the “Company Voting Securities”); provided,
however , that any acquisition by (x) the Company or any
of its subsidiaries, or any employee benefit plan (or related
trust) sponsored or maintained by the Company or any of its
subsidiaries or (y) any corporation with respect to which,
following such acquisition, more than 60% of, respectively, the
then outstanding shares of common stock of such corporation and the
combined voting power of the then outstanding voting securities of
such corporation entitled to vote generally in the election of
directors is then Beneficially Owned, directly or indirectly, by
all or substantially all of the individuals and entities who were
the Beneficial Owners, respectively, of the Outstanding Company
Common Stock and Company Voting Securities immediately prior to
such acquisition in substantially the same proportion as their
ownership, immediately prior to such acquisition, of the
Outstanding Company Common Stock and Company Voting Securities, as
the case may be, shall not constitute a Change in Control of the
Company. |
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(2) |
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Individuals who, as of May 24, 1989, constitute the Board
(the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Board, provided that
any individual becoming a director subsequent to May 24, 1989,
whose election or nomination for election by the Company’s
shareholders was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered
as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial
assumption of office is in connection with an actual or threatened
election contest relating to the election of the Directors of the
Company (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act). |
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(3) |
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Consummation of a reorganization, merger or consolidation (a
“Business Combination”), in each case, with respect to
which all or substantially all of the individuals and entities who
were the respective Beneficial Owners of the Outstanding Company
Common Stock and Company Voting Securities immediately prior to
such Business Combination do not, following such Business
Combination, Beneficially Own, directly or indirectly, more than
60% of, respectively, the then outstanding shares of |
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common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation
resulting from such Business Combination in substantially the same
proportion as their ownership immediately prior to such Business
Combination of the Outstanding Company Common Stock and Company
Voting Securities, as the case may be. |
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(4) |
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A complete liquidation or dissolution of the Company or sale or
other disposition of all or substantially all of the assets of the
Company other than to a corporation with respect to which,
following such sale or disposition, more than 60% of, respectively,
the then outstanding shares of common stock and the combined voting
power of the then outstanding voting securities entitled to vote
generally in the election of directors is then Beneficially Owned,
directly or indirectly, by all or substantially all of the
individuals and entities who were the Beneficial Owners,
respectively, of the Outstanding Company Common Stock and Company
Voting Securities immediately prior to such sale or disposition in
substantially the same proportion as their ownership of the
Outstanding Company Common Stock and Company Voting Securities, as
the case may be, immediately prior to such sale or
disposition. |
(g) “Code” means the
Internal Revenue Code of 1986, as interpreted by rules and
regulations issued pursuant thereto, all as amended and in effect
from time to time. Any reference to a specific provision of the
Code shall be deemed to include reference to any successor
provision thereto.
(h) “Committee”
means the Compensation Committee of the Board, or such other
committee appointed by the Board to administer the Plan pursuant to
Article 3 herein.
(i) “Company” means
Johnson Controls, Inc., a Wisconsin corporation, and any successor
as provided in Article 13.
(j) “Deferred Compensation
Plan” means the Johnson Controls, Inc. Executive Deferred
Compensation Plan, as from time to time amended and in
effect.
(k) “Eligible
Employee” means a current management or highly compensated
employee of the Company or subsidiary.
(l) “Exchange Act”
means the Securities Exchange Act of 1934, as interpreted by rules
and regulations issued pursuant thereto, all as amended and in
effect from time to time. Any reference to a specific provision of
the Exchange Act shall be deemed to include reference to any
successor provision thereto.
(m) “Fair Market
Value” means with respect to a Share, the closing sales price
on the New York Stock Exchange on the date in question (or the
immediately preceding trading day if the date in question is not a
trading day), and with respect to any other property, such value as
is determined by the Committee.
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(n) “Inimical
Conduct” means any act or omission that is inimical to the
best interests of the Company or any subsidiary, as determined by
the Committee in its sole discretion, including but not limited to:
(1) violation of any employment, noncompete, confidentiality
or other agreement in effect with the Company or any subsidiary,
(2) taking any steps or doing anything which would damage or
negatively reflect on the reputation of the Company or a
subsidiary, or (3) failure to comply with applicable laws
relating to trade secrets, confidential information or unfair
competition.
(o) “Participant”
means an Eligible Employee who has been granted an Award.
(p) “Period of
Restriction” means the period during which Shares or Share
Units may not be transferred and are subject to a substantial risk
of forfeiture.
(q) “Person” shall
have the meaning ascribed to such term in Section 3(a)(9) of
the Exchange Act and used in Sections 13(d) and 14(d) thereof,
including a “group” as defined in Section 13(d)
thereof.
(r) “Plan” means
this Johnson Controls, Inc. 2001 Restricted Stock Plan, as from
time to time amended and in effect.
(s) “Restricted
Shares” means Shares that are subject to a Period of
Restriction.
(t) “Restricted Share
Units” means Share Units that are subject to a Period of
Restriction.
(u) “Retirement”
means a voluntary termination of employment from the Company and
its subsidiaries (for other than Cause) on or after age fifty-five
(55) and completion of at least ten (10) years of vesting
service, or age sixty-five (65) and completion of at least
five (5) years of vesting service (such vesting service to be
determined within the meaning of the Johnson Controls Pension Plan
or such other plan or methodology specified by the
Committee).
(v) “Rule 16b-3”
means Rule 16b-3 under the Exchange Act.
(w) “Share” means
the common stock of the Company, or such other securities specified
in Section 4.3.
(x) “Share Unit”
means a measure of compensation having a value equal to the Fair
Market Value of a single Share.
(y) “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 twelve (12) months, as
determined by the Committee. The Participant will be required to
submit such medical evidence or to undergo a medical
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examination by a doctor selected by the Committee as the Committee
determines is necessary in order to make a determination
hereunder.
Section 2.2.
Construction . Wherever any words are used in the masculine,
they shall be construed as though they were used in the feminine in
all cases where they would so apply; and wherever any words are use
in the singular or the plural, they shall be construed as though
they were used in the plural or the singular, as the case may be,
in all cases where they would so apply. Titles of articles and
sections are for general information only, and the Plan is not to
be construed by reference to such items.
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. The
Committee . The Plan shall be administered by the Committee. If
at any time the Committee shall not be in existence, the Plan shall
be administered by the Board and each reference to the Committee
herein shall be deemed to include the Board.
Section 3.2.
Authority of the Committee . In addition to the authority
specifically granted to the Committee in the Plan, and subject to
the provisions of the Plan, the Committee shall have full power and
discretionary authority to: (a) select Participants, grant
Awards, and determine the terms and conditions of each such Award,
including but not limited to the Period of Restriction and the
number of Shares to which the Award will relate;
(b) administer the Plan, including but not limited to the
power and authority to construe and interpret the Plan and any
award agreement; (c) correct errors, supply omissions or
reconcile inconsistencies in the terms of the Plan and any award
agreement; (d) establish, amend or waive rules and
regulations, and appoint such agents, as it deems appropriate for
the Plan’s administration; 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.
Notwithstanding the foregoing, the
Committee shall have no authority to act to adversely affect the
rights or benefits granted under any outstanding Award without the
consent of the person holding such Award (other than as
specifically provided herein).
Section 3.3. Decision
Binding . The Committee’s determination 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 determinations 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 major
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