JOHNSON CONTROLS, INC. 2000 STOCK
OPTION PLAN
Original Effective Date:
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.
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 was most recently
amended effective January 1, 2009. The Plan was approved by
the shareholders of the Company within twelve months of the
effective date of the Plan, January 1, 2000. Any and all
Options granted prior such adoption were granted subject to
shareholder 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.
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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
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and
stock appreciation rights shall be granted, the type of Options,
the periods of 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.
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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). Fair
market value means, per share of stock on a particular date, the
closing sales price on such date on the New York Stock Exchange, or
if no sales of stock occur on the date in question, on the last
preceding date on which there was a sale on such market. If the
shares not listed on the New York Stock Exchange, but are traded on
a national securities exchange or in an over-the-counter market,
the closing sales price (or if there is no closing sales price
reported, the average of the closing bid and asked prices) for the
shares on the particular date, or on the last preceding date on
which there was a sale of shares on that exchange or market, will
be used. If the shares are neither listed on a national securities
exchange nor traded in an over-the-counter market, the price
determined by the Committee, in its discretion, will be used.
However, 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 of such
shares.
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
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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 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) pursuant to a
“Qualified Domestic Relations Order” as defined in
Section 414(p) of the Internal Revenue Code; or
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(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.
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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
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