JOHNSON CONTROLS INC (Form: 8-K, Received: 11/21/2013 17:27:15)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934




Date of Report (Date of Earliest Event Reported):		November 19, 2013

JOHNSON CONTROLS, INC.
__________________________________________
(Exact name of registrant as specified in its charter)




Wisconsin	1-5097	39-0380010
______________________________________ (State or other jurisdiction	____________________ (Commission	____________________________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

5757 North Green Bay Avenue Milwaukee Wisconsin		53209
_____________________________________________________________ (Address of principal executive offices)		__________________ (Zip Code)




Registrant’s telephone number, including area code:		414-524-1200

Not Applicable

______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Director

On November 20, 2013, the Board of Directors (the “Board”) of Johnson Controls, Inc. (the “Company”) elected Raymond L. Conner to the Board effective upon the close of the Board meeting on that date. Also at that time, the Board appointed Mr. Conner to serve as a member of the Compensation and Finance Committees of the Board.

Mr. Conner is Executive Vice President of The Boeing Company, Chicago, Illinois (an aerospace, commercial jetliners, and military defense systems company) and president and chief executive officer of Boeing Commercial Airplanes, positions he has held since June 2012. From August 2011 to June 2012, Mr. Conner led Sales, Marketing and Commercial Aviation Services for Boeing Commercial Airplanes. From December 2008 to August 2011, Mr. Conner was vice president and general manager of Supply Chain Management and Operations for Boeing Commercial Airplanes. Mr. Conner served as vice president of Sales for Commercial Airplanes for Boeing Commercial Airplanes from December 2007 to December 2008 and as vice president of Sales for the Americas from February 2003 and December 2007. Mr. Conner has held positions of increasing importance since joining The Boeing Company in 1977.

There are no arrangements or understandings between Mr. Conner and any other person pursuant to which Mr. Conner was elected a director of the Company. There are no transactions in which Mr. Conner has an interest requiring disclosure on the part of the Company under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

The Board has made a determination that Mr. Conner is independent pursuant to the listing standards of the New York Stock Exchange as well as the Company’s Corporate Governance Guidelines and qualifies as independent for purposes of serving on the Compensation Committee.

The Company’s Non-Employee Director Compensation Policy, as amended as of October 1, 2013, is applicable to Mr. Conner. In connection with Mr. Conner’s election to the Board on November 20, 2013, he will receive a pro rata portion of the current $110,000 annual cash retainer the Company pays to its non-employee directors as well as a pro rata portion of the annual $135,000 retainer that is paid in shares of the Company’s common stock. The shares of common stock will be issued pursuant to the Johnson Controls, Inc. 2003 Stock Plan for Outside Directors.

The Board also took action at the November 20, 2013 meeting to increase the size of the Board from 11 to 12 members; the Board elected Mr. Conner as a director to fill the vacancy created by the increase in the number of directors. This action did not require an amendment to the Company’s By-Laws because the By-Laws provide for a range in the size of the Board of not less than 9 nor more than 13 members, with the Board being required to determine the size of the Board within this range by resolution.

A copy of the press release announcing Mr. Conner’s election to the Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Retirement of Stephen A. Roell

In addition, as previously announced, Stephen A. Roell will retire as Chairman and a director of the Company effective December 31, 2013. Mr. Roell has served as a director since 2004 and Chairman since 2008. Mr. Roell also previously served as President and Chief Executive Officer of the Company. Accordingly, the Board also acted at the November 20, 2013 meeting to reduce its size from 12 to 11 members effective upon the retirement of Mr. Roell from the Board effective December 31, 2013. The Board had previously acted to elect Alex A. Molinaroli as Chairman of the Board effective January 1, 2014. Mr. Molinaroli is the Company’s Chief Executive Officer and President and is a director.

Revisions to Equity-Based Award Agreements

On November 19, 2013, the Compensation Committee (the “Committee”) of the Company’s Board approved revisions to the forms of equity-based award agreements used for performance share unit awards, restricted stock/restricted stock unit awards and option/stock appreciation right awards under the Johnson Controls, Inc. 2012

Omnibus Incentive Plan (the “Plan”) and made awards using those forms, including awards to the Company’s named executive officers.

The revision to the performance share unit awards removes the requirement that, to receive pro rata vesting upon retirement, the recipient remain employed until the last day of the calendar year after the calendar year in which the award is made. The revisions to the restricted stock/restricted stock unit awards and the option/stock appreciation right awards change the requirement that, to receive continued or accelerated vesting upon retirement, the recipient remain employed until the last day of the calendar year after the calendar year in which the award is made to a requirement that the recipient remain employed until the first anniversary of the day the award is made.

These revised terms also apply to outstanding awards granted January 23, 2013, the date the Company’s shareholders approved the Plan. The changes affect awards made to all participating employees, including the Company’s named executive officers.

The preceding description of the revisions to the forms of award agreements is a summary only and is qualified in its entirety by the revised form of performance share unit agreement approved by the Committee, which is filed herewith as Exhibit 10.1(a) and incorporated herein by reference, the revised form of restricted stock/restricted stock unit agreement approved by the Committee, which is filed herewith as Exhibit 10.1(b) and incorporated herein by reference, and the revised form of option/stock appreciation right agreement approved by the Committee, which is filed herewith as Exhibit 10.1(c) and incorporated herein by reference. Also filed herewith as Exhibit 10.1(d) and incorporated herein by reference is a special version of the revised form of performance share unit agreement that the Committee approved for use for recipients who have, at the time of the grant, announced an intention to retire from the Company at a date that will occur prior to the end of the full performance period. This form of agreement does not include the proration upon retirement that the normal form contemplates because, for recipients who have announced a retirement date, the Company would instead reduce the size of the award to reflect the proration at the time of grant based on the portion of the performance period prior to the recipient’s retirement. The Company is using this form for a named executive officer who has announced an intention to retire. Using this form with an adjusted award size has the same substantive result as using the standard form.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:


10.1 (a)*	Form of performance share unit agreement for Johnson Controls, Inc. 2012 Omnibus Incentive Plan for recipients who have not announced an intention to retire


10.1 (b)*	Form of restricted stock/restricted stock unit agreement for Johnson Controls, Inc. 2012 Omnibus Incentive Plan


10.1 (c)*	Form of option/stock appreciation right agreement for Johnson Controls, Inc. 2012 Omnibus Incentive Plan


10.1 (d)*	Form of performance share unit agreement for Johnson Controls, Inc. 2012 Omnibus Incentive Plan for recipients who have announced an intention to retire


99.1	Press release issued by Johnson Controls, Inc., dated November 20, 2013.

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

JOHNSON CONTROLS, INC.



November 21, 2013	By:	/s/ Jerome D. Okarma
		Name:	Jerome D. Okarma
		Title:	Vice President, Secretary and General Counsel

Exhibit 10.1(a)

Performance Share Unit Award

JOHNSON CONTROLS, INC.

PERFORMANCE SHARE UNIT AWARD

Grant - Terms for Performance Share Units

Definitions . Capitalized terms used in this Award have the following meanings:


(a)	“Award” means this grant of Performance Units.


(b)	“Award Notice” means the Award notification delivered to the Participant.


(c)	“Company” means Johnson Controls, Inc., a Wisconsin corporation, or any successor thereto.


(d)	“Fair Market Value” means, per Share 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.

(e)

“Inimical Conduct” means any act or omission that is inimical to the best interests of the Company or any Affiliate as determined by the Administrator in its sole discretion, including but not limited to: (i) violation of any employment, noncompete, confidentiality or other agreement in effect with the Company or any Affiliate, (ii) taking any steps or doing anything which would damage or negatively reflect on the reputation of the Company or an Affiliate, or (iii) failure to comply with applicable laws relating to trade secrets, confidential information or unfair competition.


(f)	“Participant” means an individual selected to receive this Award.


(g)	“Performance Unit” or “Unit” means the right to receive one Share, to the extent the Performance Goals specified in the Summary of Terms and Conditions delivered to the Participant are achieved.


(h)	“Plan” means the Johnson Controls, Inc. 2012 Omnibus Incentive Plan, as may be amended from time to time.


(i)	“Retirement” means .


(j)	“Share” means a share of Stock.


(k)	“Stock” means the Common Stock of the Company.

Other capitalized terms used in this Award have the meanings given in the Plan.

The parties agree as follows:

1. Grant of Award . Subject to the terms and conditions of the Plan, a copy of which has been delivered to the Participant and made a part of this Award, and to the terms and conditions of this Award, the Company grants to the Participant an award of Performance Units on the date and with respect to the number of Units specified in the Award Notice.

2. Units Earned . At the end of the performance period indicated in the Award Notice, the number of Units earned by the Participant shall be determined as set forth in the Summary of Terms and Conditions delivered to the Participant.

3. Dividend Equivalent Units . Any cash dividends or other distributions paid or delivered with respect to the Stock for which the record date occurs on or before the settlement of the Performance Units under Section 4 below will result in a credit to a bookkeeping account for the benefit of the Participant. The credit will be equal to the dividends or other distributions that would have been paid with respect to the Shares subject to the Performance Units had such Shares been outstanding. For U.S. domestic Participants, the account will be converted into and settled in additional Shares issued under the Plan at the same time as the Performance Units are settled under Section 4 below; for any other Participants, the account will be paid to the Participant in cash at such time. Such account will be subject to the same terms and conditions (including Performance Goals and risk of forfeiture) as the Performance Units to which the dividends or other distributions relate.

4. Settlement of Units . Subject to any applicable deferral election under Johnson Controls, Inc. Executive Deferred Compensation Plan (or any successor plan) and to the provisions of Section 7 below, the Company will issue a number of Shares to the Participant equal to the number of whole Units that have been earned within 90 days following the end of the performance period.

5. Alienation of Award . The Participant (or beneficiary) shall not have any right to assign, transfer, sell, pledge or otherwise encumber this Award.

6. No Voting Rights . The Participant shall not have any voting rights with respect to the number of Shares underlying the Units until such Shares have been earned and issued.


7.	Termination of Employment - Risk of Forfeiture.

Notwithstanding the foregoing, if the Participant engages in Inimical Conduct, as determined by the Administrator, the Participant’s right to receive any Units shall automatically be forfeited as of the date of the Administrator’s determination.

Other Termination. If the Participant’s employment terminates for any reason not described above prior to the settlement of the Units, then this Award shall automatically be forfeited in its entirety immediately upon such termination. The Company may suspend payment or delivery of Shares (without liability for interest thereon) pending the Committee’s determination of whether the Participant was or should have been terminated for Cause or whether the Participant has engaged in Inimical Conduct.

8. Withholding. The Participant agrees to remit to the Company any foreign, Federal, state and/or local taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to the Units or the issuance of Shares under this Award. The Company can delay the issuance of Shares or can withhold from cash or property, including cash or Shares under this Award, payable or issuable to the Participant, in the amount needed to satisfy any withholding obligations; provided that, in the case of Shares, the amount withheld may not exceed the Participant’s minimum withholding obligations.

Notwithstanding anything to the contrary in this Award, if the Company or any Affiliate of the Company is required to withhold any Federal, state or local taxes or other amounts in connection with the Award, then the Company may require the Participant to pay to the Company, in cash, promptly on demand, amounts sufficient to satisfy such tax obligations or make other arrangements satisfactory to the Company regarding the payment to the Company of the aggregate amount of any such taxes and other amounts.

Participant from the Award be considered as compensation for, or relating in any way to, past services for the Company or any Affiliate, nor shall the Participant have at any time a legally binding right to compensation under this Award unless and until the Committee approves, in its discretion, the number of Units earned at the completion of the performance period. In consideration of the Award, no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of the Participant’s employment by the Company or any Affiliate (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and its Affiliates from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the grant, the Participant shall have been deemed irrevocably to have waived any entitlement to pursue such claim.

10. Electronic Delivery . The Company or its Affiliates may, in its or their sole discretion, decide to deliver any documents related to current or future participation in the Plan or related to this Award by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. The Participant hereby agrees that all on-line acknowledgements shall have the same force and effect as a written signature.

11. Securities Compliance. The Company may place a legend or legends upon the certificates for Shares issued under the Plan and may issue “stop transfer” instructions to its transfer agent in respect of such Shares as it determines to be necessary or appropriate to (a) prevent a violation of, or to obtain an exemption from, the registration requirements of the Securities Act of 1933, as amended, applicable state securities laws or other legal requirements, or (b) implement the provisions of the Plan, this Award or any other agreement between the Company and the Participant with respect to such Shares.

12. Successors. All obligations of the Company under this Award shall be binding on any successor to the Company. The terms of this Award and the Plan shall be binding upon and inure to the benefit of the Participants and his or her heirs, executors, administrators or legal representatives.

13. Legal Compliance. The granting of this Award and the issuance of Shares under this Award shall be subject to all applicable laws, rules, and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required.

14. Governing Law; Arbitration. This Award and the rights and obligations hereunder shall be governed by and construed in accordance with the internal laws of the State of Wisconsin. Arbitration will be conducted per the provisions in the Plan.

15. Data Privacy and Sharing . As a condition of the granting of the Award, the Participant acknowledges and agrees that it is necessary for some of the Participant’s personal identifiable information to be provided to certain employees of the Company, the third party data processor that administers the Plan and the Company’s designated third party broker in the United States. These transfers will be made pursuant to a contract that requires the processor to provide adequate levels of protection for data privacy and security interests in accordance with the EU Data Privacy Directive 95/46 EC and the implementing legislation of the Participant’s home country. By accepting the Award, the Participant acknowledges having been informed of the processing of the Participant’s personal identifiable information described in the preceding paragraph and consents to the Company collecting and transferring to the Company's Shareholder Services Department, and its independent benefit plan administrator and third party broker, the Participant’s personal data that are necessary to administer the Award and the Plan. The Participant understands that his or her personal information may be transferred, processed and stored outside of the Participant’s home country in a country that may not have the same data protection laws as his or her home country, for the purposes mentioned in this Award.

This Award, the Award Notice, the Summary of Terms and Conditions delivered to the Participant and any other documents expressly referenced in this Award contain all of the provisions applicable to the Award and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the Participant.

The Company has caused this Award to be executed by one of its authorized officers as of the date of grant.

JOHNSON CONTROLS, INC.

Jerome D. Okarma

Vice President, Secretary and General Counsel

Exhibit 10.1(b)

RS/RSU Award (Officer)

JOHNSON CONTROLS, INC.

RESTRICTED STOCK OR RESTRICTED STOCK UNIT AWARD

Grant - Terms for Restricted Stock and Restricted Stock Units

Johnson Controls, Inc. has adopted the 2012 Omnibus Incentive Plan to permit awards of restricted stock or restricted stock units to be made to certain key employees of the Company or any Affiliate. The Company desires to provide incentives and potential rewards for future performance by the employee by providing the Participant with a means to acquire or to increase his/her proprietary interest in the Company's success.

Definitions . Capitalized terms used in this Award have the following meanings:


(a)	“Award” means this grant of Restricted Stock and/or Restricted Stock Units.


(b)	“Award Notice” means the Award notification delivered to the Participant.


(c)	“Company” means Johnson Controls, Inc., a Wisconsin corporation, or any successor thereto.


(d)	“Fair Market Value” means, per Share 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.

(e)


(f)	“Participant” means the individual selected to receive this Award.


(g)	“Plan” means the Johnson Controls, Inc. 2012 Omnibus Incentive Plan, as may be amended from time to time.


(h)	“Restriction Period” means the length of time indicated in the Award Notice (as defined below) during which the Participant cannot sell, transfer, pledge, assign or otherwise encumber the Restricted Stock or Restricted Stock Units subject to this Award, as specified in the Award Notice.


(i)	“Restricted Stock” means a Share that is subject to a risk of forfeiture and the Restriction Period.


(j)	“Restricted Stock Unit” means the right to receive a payment, in cash or Shares, equal to the Fair Market Value of one Share, that is subject to a risk of forfeiture and the Restriction Period.


(k)	“Retirement” means .


(l)	“Share” means a share of Stock.


(m)	“Stock” means the Common Stock of the Company.

Other capitalized terms used in this Award have the meanings given in the Plan.

The parties agree as follows:

1. Grant of Award . Subject to the terms and conditions of the Plan, a copy of which has been delivered to the Participant and made a part of this Award, and to the terms and conditions of this Award, the Company grants to the Participant an award of Restricted Stock or Restricted Stock Units, as specified in the Award Notice, on the date and with respect to the number of Shares specified in the Award Notice.

2. Restricted Shares . If the Award is in the form of Shares of Restricted Stock, the Shares are subject to the following terms:


a.	Restriction Period . The Company will hold the Shares in escrow for the Restriction Period. During this period, the Shares shall be subject to forfeiture as provided in Section 4.


b.	Removal of Restrictions . Subject to any applicable deferral election under the Johnson Controls, Inc. Executive Deferred Compensation Plan (or any successor plan) and to Section 4 below, Shares that have not been forfeited shall become available to the Participant after the last day of the Restriction Period upon payment in full of all taxes due with respect to such Shares.


c.	Voting Rights . During the Restriction Period, the Participant may exercise full voting rights with respect to the Shares.

Dividends and Other Distributions . Any cash dividends or other distributions paid or delivered with respect to Shares of Restricted Stock for which the record date occurs on or before the last day of the Restriction Period will be credited to a bookkeeping account for the benefit of the Participant. For U.S. domestic Participants, the account will be converted into and settled in additional Shares issued under the Plan at the end of the applicable Restriction Period; for all other Participants, the account will be paid to the Participant in cash at the end of the applicable Restriction Period. Prior to the end of the Restriction Period, such account will be subject to the same terms and conditions (including risk of forfeiture) as the Shares of Restricted Stock to which the dividends or other distributions relate.

3. Restricted Stock Units. If the Award is in the form of Restricted Stock Units , the Restricted Stock Units are subject to the following terms:


a.	Restriction Period . During the Restriction Period, the Restricted Stock Units shall be subject to forfeiture as provided in Section 4.

Settlement of Restricted Stock Units . Subject to any applicable deferral election under the Johnson Controls, Inc. Executive Deferred Compensation Plan (or any successor plan thereto) and to Section 4 below, the Restricted Stock Units shall be settled by, for U.S. domestic Participants, payment of one Share per Restricted Stock Unit or, for all other Participants, payment of cash equal to the Fair Market Value of one Share per Restricted Stock Unit or, at the discretion of the Company, one Share per Restricted Stock Unit, in each case after the last day of the Restriction Period and upon payment in full of all taxes due with respect to such Restricted Stock Units.

Dividend Equivalent Units . Any cash dividends or other distributions paid or delivered with respect to the Stock for which the record date occurs on or before the last day of the Restriction Period will result in a credit to a bookkeeping account for the benefit of the Participant. The credit will be equal to the dividends or other distributions that would have been paid with respect to the Shares subject to the Restricted Stock Units had such Shares been outstanding. For U.S. domestic Participants, the account will be converted into and settled in additional Shares issued under the Plan at the end of the applicable Restriction Period; for all other Participants, the account will be paid to the Participant in cash or, at the discretion of the Company, converted into and settled in additional Shares issued under the Plan at the end of the applicable Restriction Period. Prior to the end of the Restriction Period, such account will be subject to the same terms and conditions (including risk of forfeiture) as the Restricted Stock Units to which the dividends or other distributions relate.


4.	Termination of Employment - Risk of Forfeiture.

Retirement . If the Participant terminates employment from the Company and its Affiliates due to Retirement on or after the first anniversary of the date on which this Award is granted, and at a time when the Participant could not have been terminated for Cause, then any remaining Restriction Period shall continue as if the Participant continued in active employment. If the Participant engages in Inimical Conduct after his Retirement, as determined by the Administrator, any Restricted Stock and/

or Restricted Stock Units still subject to a Restriction Period shall automatically be forfeited as of the date of the Administrator’s determination.

Death . If the Participant’s employment with the Company and its Affiliates terminates because of death at a time when the Participant could not have been terminated for Cause, then, effective as of the date the Company determines the Participant’s employment terminated due to death (provided such determination is made no more than 75 days after the date of death), any remaining Restriction Period shall automatically lapse. If the Participant dies after Retirement while this Award is still subject to the Restriction Period, then, effective as of the date of the Participant’s death (provided the Company receives notice of the Participant’s death within 75 days), any remaining Restriction Period shall automatically lapse as of the date of death. The Company shall have no liability to any person for any taxes, penalties or interest incurred by any person due to the Company not receiving notice of the Participant’s death within 75 days.

Disability . If the Participant’s employment with the Company and its Affiliates terminates because of Disability at a time when the Participant could not have been terminated for Cause, then any remaining Restriction Period shall automatically lapse as of the date of such termination of employment; provided that, if the Participant’s employment with the Company and its Affiliates terminates because of Disability after the Participant reaches eligibility for Retirement (regardless of whether the Participant has retired), then the Restriction Period shall continue as if the Participant had terminated due to Retirement under Section 4(a) above.

Other Termination. If the Participant’s employment terminates for any reason not described above, then any Shares of Restricted Stock or any Restricted Stock Units (and all deferred dividends paid or credited thereon) still subject to the Restriction Period as of the date of such termination shall automatically be forfeited and returned to the Company. In the event of the Participant’s involuntary termination of employment by the Company or an Affiliate for other than Cause, the Administrator may waive the automatic forfeiture of any or all such Shares of Restricted Stock or Restricted Stock Units (and all deferred dividends or other distribution paid or credited thereon) and may add such new restrictions to such Restricted Stock or Restricted Stock Units as it deems appropriate. The Company may suspend payment or delivery of Shares (without liability for interest thereon) pending the Administrator’s determination of whether the Participant was or should have been terminated for Cause or whether the Participant has engaged in Inimical Conduct.

5. Withholding . The Participant agrees to remit to the Company any foreign, Federal, state and/or local taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to the issuance of Shares under this Award, the vesting of this Award or the payment of cash under this Award. Notwithstanding anything to the contrary in this Award, if the Company or any Affiliate of the Company is required to withhold any Federal, state or local taxes or other amounts in connection with the Award, then the Company may require the Participant to pay to the Company, in cash, promptly on demand, amounts sufficient to satisfy such tax obligations or make other arrangements satisfactory to the Company regarding the payment to the Company of the aggregate amount of any such taxes and other amounts. Alternatively, the Company can withhold Shares no longer restricted, or can withhold from cash or property, including cash or Shares under this Award, payable or issuable to the Participant, in the amount needed to satisfy any withholding obligations; provided that, in the case of Shares, the amount withheld may not exceed the Participant’s minimum withholding obligations.

6. No Claim for Forfeiture . Neither the Award nor any benefit accruing to the Participant from the Award will be considered to be part of the Participant’s normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments. In no event may the Award or any benefit accruing to the Participant from the Award be considered as compensation for, or relating in any way to, past services for the Company or any Affiliate. In consideration of the Award, no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of the Participant’s employment by the Company or any Affiliate (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and its Affiliates from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction

to have arisen, then, by accepting the grant, the Participant shall have been deemed irrevocably to have waived any entitlement to pursue such claim.

7. Electronic Delivery . The Company or its Affiliates may, in its or their sole discretion, decide to deliver any documents related to current or future participation in the Plan or related to this Award by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. The Participant hereby agrees that all on-line acknowledgements shall have the same force and effect as a written signature.

8. Securities Compliance. The Company may place a legend or legends upon the certificates for Shares issued under the Plan and may issue “stop transfer” instructions to its transfer agent in respect of such Shares as it determines to be necessary or appropriate to (a) prevent a violation of, or to obtain an exemption from, the registration requirements of the Securities Act of 1933, as amended, applicable state securities laws or other legal requirements, or (b) implement the provisions of the Plan, this Award or any other agreement between the Company and the Participant with respect to such Shares.

9. Successors . All obligations of the Company under this Award shall be binding on any successor to the Company. The terms of this Award and the Plan shall be binding upon and inure to the benefit of the Participant, and his or her heirs, executors, administrators or legal representatives.

10. Legal Compliance . The granting of this Award and the issuance of Shares under this Award shall be subject to all applicable laws, rules, and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required.

11. Governing Law; Arbitration . This Award and the rights and obligations hereunder shall be governed by and construed in accordance with the internal laws of the State of Wisconsin. Arbitration will be conducted per the provisions in the Plan.

12. Data Privacy and Sharing . As a condition of the granting of the Award, the Participant acknowledges and agrees that it is necessary for some of the Participant’s personal identifiable information to be provided to certain employees of the Company, the third party data processor that administers the Plan and the Company’s designated third party broker in the United States. These transfers will be made pursuant to a contract that requires the processor to provide adequate levels of protection for data privacy and security interests in accordance with the EU Data Privacy Directive 95/46 EC and the implementing legislation of the Participant’s home country. By accepting the Award, the Participant acknowledges having been informed of the processing of the Participant’s personal identifiable information described in the preceding paragraph and consents to the Company collecting and transferring to the Company's Shareholder Services Department, and its independent benefit plan administrator and third party broker, the Participant’s personal data that are necessary to administer the Award and the Plan. The Participant understands that his or her personal information may be transferred, processed and stored outside of the Participant’s home country in a country that may not have the same data protection laws as his or her home country, for the purposes mentioned in this Award.

This Award, the Award Notice and any other documents expressly referenced in this Award contain all of the provisions applicable to the Award and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the Participant.

The Company has caused this Award to be executed by one of its authorized officers as of the date of grant.

JOHNSON CONTROLS, INC.

Jerome D. Okarma

Vice President, Secretary and General Counsel

Exhibit 10.1(c)

Option/SAR Terms (Officer)

JOHNSON CONTROLS, INC.

OPTION OR STOCK APPRECIATION RIGHT AWARD

Grant - Terms for Nonqualified Stock Options and Stock Appreciation Rights

Johnson Controls, Inc. has adopted the 2012 Omnibus Incentive Plan to permit awards of stock options or stock appreciation rights to be made to certain key employees of the Company or any Affiliate. The Company desires to provide incentives and potential rewards for future performance by the employee by providing the Participant with a means to acquire or to increase his/her proprietary interest in the Company's success.

Definitions . Capitalized terms used in this Award have the following meanings:


(a)	“Award” means this grant of Options and/or Stock Appreciation Rights.


(b)	“Award Notice” means the Award notification delivered to the Participant.


(c)	“Company” means Johnson Controls, Inc., a Wisconsin corporation, or any successor thereto.


(d)	“Fair Market Value” means, per Share 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.


(e)	“Grant Date” is the date the Award was made to the Participant, as specified in the Award Notice.

(f)


(g)	“Option” means this nonqualified stock option representing the right to purchase Shares at a stated price for a specified period of time.


(h)	“Participant” means an individual selected to receive this Award.


(i)	“Plan” means the Johnson Controls, Inc. 2012 Omnibus Incentive Plan, as may be amended from time to time.


(j)	“Retirement” means .


(k)	“SAR” is an Award of Stock Appreciation Rights which will be settled in cash. The Participant will receive the economic equivalent of the excess of the Fair Market Value on the exercise date over the Exercise Price.


(l)	“Share” means a share of Stock.


(m)	“Stock” means the Common Stock of the Company.


(n)	“Tax Date” means the date income is recognized pursuant to the exercise of the Option or SAR.

Other capitalized terms used in this Award have the meanings given in the Plan.

The parties agree as follows:

1. Grant of Award . Subject to the terms and conditions of the Plan, a copy of which has been made available to the Participant and made a part of this Award, and to the terms and conditions of this Award, the Company grants to the Participant an Award of Options or an Award of Stock Appreciation Rights, as specified in the Award Notice.

2. Exercise Price. The purchase price payable upon exercise of the Options or used to determine the value of the SARs shall be the Exercise Price per share stated in the Award Notice.

3. Exercise of Vested Portion of Award. The Award may be exercised by the Participant, in whole or in part, in increments of not less than 50 shares or the number of shares remaining subject to the Award (if less than 50), from time to time, to the extent the Award is vested and prior to the Expiration Date stated in the Award Notice. The vesting schedule of the Award is as follows:


(a)	Fifty Percent (50%) of the Award shall vest on the second anniversary of the Grant Date.


(b)	Fifty Percent (50%) of the Award shall vest on the third anniversary of the Grant Date.

The Award shall expire ten years from the Grant Date.

4. Exercise Procedure. The Award may only be exercised through the Company’s Option/SAR execution service provider following the procedures established by the Administrator.

5. (a) Conditions to Issuance or Payment. Before the Company will become obligated to issue or transfer shares of Stock or pay cash upon exercise of the Option or SAR, the Company may require the Participant to pay to the Company or its Affiliates such amount as may be requested by the Company or its Affiliates for the purpose of satisfying its liability to withhold federal, state or local income or other taxes incurred by reason of the exercise of the Award. If the amount requested is not paid, the Company may refuse to issue or transfer shares of Stock or pay cash, as applicable, upon exercise of the Award.

(b) Share Withholding or Delivery. The Participant shall be permitted to satisfy the Company's withholding tax requirements with respect to the Option by electing to have the Company withhold shares of Stock otherwise issuable to the Participant or to deliver to the Company shares of Stock having a Fair Market Value on the Tax Date equal to the minimum amount required to be withheld by law. Such election shall be irrevocable, and shall be subject to disapproval, in whole or in part, by the Company. Such election shall be made according to such rules and regulations and in such form as the Company shall determine.

(c) Other Withholding. Notwithstanding anything to the contrary in this Award, if the Company or any Affiliate is required to withhold any foreign, Federal, state or local taxes or other amounts in connection with the Award, then the Company may deduct (or require an Affiliate to deduct) such taxes or other amounts from any payments of any kind otherwise due the Participant to satisfy such tax obligations.

6. (a) Termination - General. In the event a Participant’s employment with the Company or any of its Affiliates is terminated for any reason, except Retirement, death, Disability or Cause, a Participant may exercise this Award (to the extent vested and exercisable as of the date of the Participant’s termination of employment) for a period of ninety (90) days after the date of the Participant’s termination of employment, but not later than the Award’s expiration date. Thereafter, all rights to exercise the Award shall terminate.

(b) Termination for Retirement. If the Participant ceases to be an employee of the Company or any Affiliate by reason of Retirement at a time when the Participant’s employment could not have been terminated for Cause, then the Award (i) shall be exercisable in full without regard to any vesting requirements; provided that an Option of a Participant who Retires shall be exercisable in full only if the Participant Retires on or after the first anniversary of the Grant Date, and (ii) will remain exercisable until the Award’s expiration date.

(c) Termination for Disability. If the Participant ceases to be an employee of the Company or any Affiliate by reason of Disability at a time when the Participant could not be terminated for Cause, then the Award shall be exercisable in full without regard to any vesting requirements, and may be exercised by the Participant at any time within five (5) years after the date of such termination, but not later than the Award’s expiration date.

(d) Death. In the event of the Participant's death while actively employed by the Company or any Affiliate and at a time when the Participant could not be terminated for Cause, the Award shall be exercisable immediately to the extent it would have been exercisable had the Participant remained in service in the twelve (12) months after the date of death, and may be exercised at any time until the first anniversary of the date of the Participant’s death, but not later than the Award’s expiration date. The Award may be exercised by the person to whom the Award is transferred

by will or by applicable laws of the descent and distribution. In the event of the death of a Retired Participant or a Participant who ceased to be an employee by reason of Disability, the Award may be exercised by the person to whom the Option is transferred, by will or by applicable laws of descent and distribution, as if the Participant had remained living under Sections 6(b) or (c), as applicable.

(e) Termination for Cause. If the Participant’s employment with the Company or any of its Affiliates is terminated for Cause, then such termination shall cause the immediate cancellation and forfeiture of any Award, regardless of vesting; and any pending exercises shall be cancelled on the date of termination.

7. Inimical Conduct. If the Administrator determines at any time that a Participant has engaged in Inimical Conduct, whether before or after termination of employment, the Award shall be cancelled, regardless of vesting; and any pending exercises shall be cancelled on that date. In addition, the Administrator or the Company may suspend any exercise of the Option pending the determination of whether the Participant has engaged in Inimical Conduct.

8. Rights as Shareholder. The Participant shall not be deemed for any purposes to be a shareholder of the Company with respect to any shares which may be acquired hereunder except to the extent that the Option shall have been exercised with respect thereto and shares of Stock issued therefor.

9. No Reinstatement of Award. After this Award or any portion thereof expires, is cancelled or otherwise terminates for any reason, the Award or such portion shall not be reinstated, extended or otherwise continued.

10. Transferability. This Award shall not be transferable (without the Administrator’s consent) other than by will or the laws of descent and distribution. Following any permitted transfer, the Award shall continue to be subject to the same terms and conditions as were applicable immediately prior to the transfer, provided that the Award may be exercised during the life of the Participant only by the Participant or, if applicable, by the Participant’s permitted transferees.

11. Securities Compliance. The Participant agrees for himself/herself and the Participant's heirs, legatees, and legal representatives, with respect to all shares of Stock acquired pursuant to this Award (or any shares of Stock issued pursuant to a stock dividend or stock split thereon or any securities issued in lieu of or in substitution or exchange for such Stock) that the Participant and the Participant's heirs, legatees, and legal representatives will not sell or otherwise dispose of such shares except pursuant to an effective registration statement under the Securities Act of 1933, as amended, or except in a transaction which, in the opinion of counsel for the Company, is exempt from registration under such act.

12. No Restrictions on Certain Actions. The existence of the Award shall not affect in any way the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issuance of bonds, debentures, preferred, or prior preference stock ahead of or affecting the Stock or the rights thereof, or dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

13. Award Not Part of Normal Compensation. Neither the Award nor any benefit accruing to the Participant from the Award will be considered to be part of the Participant’s normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments. In no event may the Award or any benefit accruing to the Participant from the Award be considered as compensation for, or relating in any way to, past services for the Company or any Affiliate. In consideration of the Award, no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of the Participant’s employment by the Company or any Affiliate (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and its Affiliates from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the grant, the Participant shall have been deemed irrevocably to have waived any entitlement to pursue such claim.

14. Electronic Communications. The Company or its Affiliates may, in its or their sole discretion, decide to deliver any documents related to current or future participation in the Plan or related to this Award by electronic means.

The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. The Participant hereby agrees that all on-line acknowledgements shall have the same force and effect as a written signature.

15. Dispute Resolution. As a condition of the granting of the Award, the Participant agrees for himself/herself and his/her legal representatives, that any dispute or disagreement which may arise under or as a result of or pursuant to this Award shall be governed by the internal laws of the State of Wisconsin (without reference to conflict of law principles thereof) and construed in accordance therewith, to the extent not otherwise governed by the laws of the United States or as otherwise provided hereinafter, and settled by final binding arbitration in accordance with the rules of the American Arbitration Association and the provisions of the Plan.

16. Change of Control. Notwithstanding the provisions of Section 3 of this Award, in the event of a Change of Control, if the Participant has in effect an employment, retention, change of control, severance or similar agreement with the Company or any Affiliate that discusses the effect of a Change of Control on the vesting of such Participant’s Awards, then such agreement shall control the vesting of this Award upon the occurrence of a Change of Control. In all other cases, upon a Change of Control, the provisions of Section 18(c) of the Plan will apply.

17. Data Privacy and Sharing As a condition of the granting of the Award, the Participant acknowledges and agrees that it is necessary for some of the Participant’s personal identifiable information to be provided to certain employees of the Company and the Company’s Option/SAR execution service provider and the Company’s designated third party broker in the United States. These transfers will be made pursuant to a contract that requires the service provider to provide adequate levels of protection for data privacy and security interests in accordance with the EU Data Privacy Directive 95/46 EC and the implementing legislation of the Participant’s home country. By accepting the Award, the Participant acknowledges having been informed of the processing of the Participant’s personal identifiable information described in the preceding paragraph and consents to the Company collecting and transferring to the Company's Shareholder Services Department, and its independent service provider and third party broker, the Participant’s personal data that are necessary to administer the Award and the Plan. The Participant understands that his or her personal information may be transferred, processed and stored outside of the Participant’s home country in a country that may not have the same data protection laws as his or her home country, for the purposes mentioned in this Award.

The Company has caused this Award to be executed by one of its authorized officers as of the Grant Date.

JOHNSON CONTROLS, INC.

Jerome D. Okarma

Vice President, Secretary and General Counsel

Exhibit 10.1(d)

Performance Share Unit Award (Announced Retirement)

JOHNSON CONTROLS, INC.

PERFORMANCE SHARE UNIT AWARD

Grant - Terms for Performance Share Units

Johnson Controls, Inc. has adopted the 2012 Omnibus Incentive Plan to permit awards of performance share units to be made to certain key employees of the Company or any Affiliate. The Company desires to provide incentives and potential rewards for future performance by the employee by providing the Participant with a means to acquire or to increase his/her proprietary interest in the Company's success. Due to the Participant’s announced intention to retire prior to the end of the performance period under this Award, the number of Performance Units subject to the Award has been reduced to reflect the Participant’s intended retirement date.

Definitions . Capitalized terms used in this Award have the following meanings:


(a)	“Award” means this grant of Performance Units.


(b)	“Award Notice” means the Award notification delivered to the Participant.


(c)	“Company” means Johnson Controls, Inc., a Wisconsin corporation, or any successor thereto.


(d)	“Fair Market Value” means, per Share 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.

(e)


(f)	“Participant” means an individual selected to receive this Award.


(g)	“Performance Unit” or “Unit” means the right to receive one Share, to the extent the Performance Goals specified in the Summary of Terms and Conditions delivered to the Participant are achieved.


(h)	“Plan” means the Johnson Controls, Inc. 2012 Omnibus Incentive Plan, as may be amended from time to time.


(i)	“Retirement” means .


(j)	“Share” means a share of Stock.


(k)	“Stock” means the Common Stock of the Company.

Other capitalized terms used in this Award have the meanings given in the Plan.

The parties agree as follows:

5. Alienation of Award . The Participant (or beneficiary) shall not have any right to assign, transfer, sell, pledge or otherwise encumber this Award.

6. No Voting Rights . The Participant shall not have any voting rights with respect to the number of Shares underlying the Units until such Shares have been earned and issued.

7. Termination of Employment - Risk of Forfeiture.

Retirement, Death or Disability . If, prior to the settlement of the Units, the Participant terminates employment from the Company and its Affiliates due to Retirement, death or Disability, in each case at a time when the Participant’s employment could not have been terminated for Cause, then the Participant shall be eligible to earn a number of Units at the end of the performance period based on actual performance. Because the total number of Units subject to this Award reflects a reduction due to the Participant’s anticipated Retirement prior to the end of the performance period, the number of Units earned based on actual performance shall not be further prorated due to the Participant’s Retirement, death or Disability prior to the end of the performance period.

such tax obligations or make other arrangements satisfactory to the Company regarding the payment to the Company of the aggregate amount of any such taxes and other amounts.

9. No Claim for Forfeiture . Neither the Award nor any benefit accruing to the Participant from the Award will be considered to be part of the Participant’s normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments. Notwithstanding anything to the contrary in this Award, in no event may the Award or any benefit accruing to the Participant from the Award be considered as compensation for, or relating in any way to, past services for the Company or any Affiliate, nor shall the Participant have at any time a legally binding right to compensation under this Award unless and until the Committee approves, in its discretion, the number of Units earned at the completion of the performance period. In consideration of the Award, no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of the Participant’s employment by the Company or any Affiliate (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and its Affiliates from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the grant, the Participant shall have been deemed irrevocably to have waived any entitlement to pursue such claim.

The Company has caused this Award to be executed by one of its authorized officers as of the date of grant.

JOHNSON CONTROLS, INC.

Jerome D. Okarma

Vice President, Secretary and General Counsel

FOR IMMEDIATE RELEASE

Exhibit 99.1



CONTACT:	Fraser Engerman +1-414.524.2733 (office) Fraser.Engerman@jci.com

Raymond L. Conner elected to Johnson Controls board of directors

MILWAUKEE - Nov. 20, 2013 - The board of directors of Johnson Controls (NYSE: JCI), a global

multi-industrial company with core businesses in the building and automotive industries, today elected Raymond L. Conner to serve as a director, effective immediately.

Conner is executive vice president of The Boeing Company and president and chief executive officer of Boeing Commercial Airplanes. He is responsible for the company’s Commercial Airplanes programs and services, is a member of the Boeing Executive Council, and serves as Boeing’s senior executive in the Pacific Northwest. Prior to his current role, he led Sales, Marketing and Commercial Aviation Services for Boeing Commercial Airplanes.

“With more than 35 years of global leadership experience at Boeing, Ray Conner brings tremendous knowledge and skills in manufacturing and technical expertise, global management, and insight into government affairs,” said Alex Molinaroli, chief executive officer, Johnson Controls.

Conner has a bachelor’s degree from Central Washington University and a master of business administration degree from the University of Puget Sound.

About Johnson Controls

Johnson Controls is a global diversified technology and industrial leader serving customers in more than 150 countries. Our 168,000 employees create quality products, services and solutions to optimize energy and operational efficiencies of buildings; lead-acid automotive batteries and advanced batteries for hybrid and electric vehicles; and interior systems for automobiles. Our

Page 1 of 2

commitment to sustainability dates back to our roots in 1885, with the invention of the first electric room thermostat. Through our growth strategies and by increasing market share we are committed to delivering value to shareholders and making our customers successful. In 2013, Corporate Responsibility Magazine recognized Johnson Controls as the #14 company in its annual "100 Best Corporate Citizens" list. For additional information, please visit http://www.johnsoncontrols.com .

# # #

Page 2 of 2