EXHIBIT 2.2 AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT This Amendment No. 1 to the Stock Purchase Agreement, dated as of July 17, 1996 (the "Purchase Agreement"), by and among Prince Holding Corporation, the Sellers listed on Schedule 1 thereto, and...Stock Purchase Agreement • October 4th, 1996 • Johnson Controls Inc • Public bldg & related furniture
SUPPLEMENTAL INDENTURESupplemental Indenture • October 4th, 1996 • Johnson Controls Inc • Public bldg & related furniture • New York
EXHIBIT 10.K JOHNSON CONTROLS, INC. EXECUTIVE EMPLOYMENT AGREEMENT In consideration of the employment of the undersigned employee ("Executive") by Johnson Controls, Inc., or its affiliated companies ("Company"), it is agreed between Executive and...Employment Agreement • December 21st, 2001 • Johnson Controls Inc • Public bldg & related furniture • Wisconsin
TO CHASE MANHATTAN BANK DELAWARE, TRUSTEE INDENTURE Dated as of , 199 ------------------ --Indenture • October 4th, 1996 • Johnson Controls Inc • Public bldg & related furniture
amongStock Purchase Agreement • October 4th, 1996 • Johnson Controls Inc • Public bldg & related furniture • Michigan
SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is made and entered into this 31st day of October, 2000, by and between JOHNSON CONTROLS, INC., a Wisconsin corporation ("Buyer"), on the one hand, and HEARTLAND...Securities Purchase Agreement • November 13th, 2000 • Johnson Controls Inc • Public bldg & related furniture • Wisconsin
AGREEMENT AND PLAN OF MERGER by and among JOHNSON CONTROLS, INC., TYCO INTERNATIONAL PLC and JAGARA MERGER SUB LLC Dated as of January 24, 2016Agreement and Plan of Merger • January 27th, 2016 • Johnson Controls Inc • Public bldg & related furniture • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 24, 2016, is by and among Johnson Controls, Inc., a Wisconsin corporation (the “Company”), Tyco International plc, an Irish public limited company (“Parent”), Jagara Merger Sub LLC, a Wisconsin limited liability company and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and the other party that is a signatory hereto. All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
Johnson Controls, Inc. and U.S. Bank National Association, as Purchase Contract Agent, and U.S. Bank National Association, as Collateral Agent, Custodial Agent and Securities Intermediary PURCHASE CONTRACT AND PLEDGE AGREEMENT Dated as of March 16, 2009Purchase Contract and Pledge Agreement • March 20th, 2009 • Johnson Controls Inc • Public bldg & related furniture • New York
PURCHASE CONTRACT AND PLEDGE AGREEMENT, dated as of March 16, 2009, among Johnson Controls, Inc., a Wisconsin corporation (the “Company”), U.S. Bank National Association, a national banking association, acting as purchase contract agent for, and as attorney-in-fact of, the Holders from time to time of the Units (in such capacities, together with its successors and assigns in such capacities, the “Purchase Contract Agent”), and U.S. Bank National Association, as collateral agent hereunder for the benefit of the Company (in such capacity, together with its successors in such capacity, the “Collateral Agent”), as custodial agent (in such capacity, together with its successors in such capacity, the “Custodial Agent”), and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “Securities Intermediary”).
JOHNSON CONTROLS, INC. and as Trustee SUPPLEMENTAL INDENTURE NO. 1 Dated as of March 16, 2009Johnson Controls Inc • March 20th, 2009 • Public bldg & related furniture • New York
THIS SUPPLEMENTAL INDENTURE NO. 1, dated as of March 16, 2009 (the “Supplemental Indenture No. 1”), between Johnson Controls, Inc., a Wisconsin corporation (the “Company”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”), amending and supplementing the Indenture, dated as of March 16, 2009 between the Company and the Trustee, governing the issuance of debt securities (the “Base Indenture”). The Base Indenture, as amended and supplemented by this Supplemental Indenture No. 1, shall be referred to herein as the “Indenture.”
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • December 5th, 2006 • Johnson Controls Inc • Public bldg & related furniture • Wisconsin
This certifies that on dd/mm/yyyy Johnson Controls, Inc., shall grant a Restricted Stock Award as indicated above, upon the terms and conditions in this Agreement and the terms of the Restricted Stock Plan dated October 1, 2001, and amended through March 21, 2006, which terms the Participant accepts.
CREDIT AGREEMENT dated as of August 6, 2013Credit Agreement • August 9th, 2013 • Johnson Controls Inc • Public bldg & related furniture • New York
This opinion is rendered solely to you in connection with the above matter. This opinion may not be relied upon by you for any other purpose or relied upon by any other person without our prior written consent, except that any person that becomes a Lender in accordance with the provisions of Section 11.06 of the Credit Agreement may rely upon this opinion as if it were specifically addressed and delivered to such person on the date hereof.
EXHIBIT 4.5 JOHNSON CONTROLS, INC. STANDARD DEBT SECURITIES WARRANT AGREEMENT PROVISIONS From time to time, Johnson Controls, Inc., a Wisconsin corporation (the "Company"), may enter into one or more warrant agreements that provide for the issuance...Johnson Controls Inc • October 4th, 1996 • Public bldg & related furniture • Wisconsin
JOHNSON CONTROLS, INC. EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • November 23rd, 2010 • Johnson Controls Inc • Public bldg & related furniture • Wisconsin
In consideration of the employment of the undersigned employee (“Executive”) by Johnson Controls, Inc., or its affiliated companies (“Company”), it is agreed between Executive and Company as follows in lieu of any other agreements or commitments relating to such employment, whether written or oral and whether past or present, unless expressly included or incorporated herein:
REMARKETING AGREEMENTRemarketing Agreement • March 1st, 2012 • Johnson Controls Inc • Public bldg & related furniture • New York
SUPPLEMENTAL INDENTURE NO. 1Supplemental Indenture • December 12th, 2016 • Johnson Controls Inc • Services-miscellaneous business services
THIS SUPPLEMENTAL INDENTURE NO. 1, dated as of December 9, 2016 (this “Supplemental Indenture”), is by and between Johnson Controls, Inc., a Wisconsin corporation (the “Company”), and U.S. Bank National Association, a national banking association (as successor to Chemical Bank Delaware), as trustee (the “Trustee”).
CREDIT AGREEMENT dated as of February 17, 2011 among Johnson Controls, Inc., as Borrower and Guarantor, The Eligible Subsidiaries Referred to Herein, as Borrowers, The Lenders Parties Hereto and JPMorgan Chase Bank, N.A., as Administrative Agent J.P....Credit Agreement • February 18th, 2011 • Johnson Controls Inc • Public bldg & related furniture • New York
CREDIT AGREEMENT dated as of February 17, 2011 among JOHNSON CONTROLS, INC., the ELIGIBLE SUBSIDIARIES referred to herein, the LENDERS from time to time parties hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
LETTERHEAD OF JOHNSON CONTROLS, INC.]Merger Agreement • November 23rd, 2016 • Johnson Controls Inc • Public bldg & related furniture • Wisconsin
As you know, Johnson Controls, Inc., a Wisconsin corporation (the “Company”), has entered into that certain Agreement and Plan of Merger, dated as of January 24, 2016 (the “Merger Agreement”), with Tyco International plc, an Irish public limited company (“Parent”), and Jagara Merger Sub, LLC, a Wisconsin limited liability company and an indirect, wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, at the Effective Time (as defined in the Merger Agreement), Merger Sub shall merge with and into the Company, with the Company surviving (the “Merger”). Although the Merger does not constitute a “Change of Control” within the meaning of that certain Change of Control Executive Employment Agreement, dated as of July 28, 2010 (the “COC Employment Agreement”), by and between the Company and you, the Company intends to activate certain of the provisions of the COC Employment Agreement in connection with the Merger as described in further detail in this letter agreement (the “Lett
AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 5, 2006 among Johnson Controls, Inc., as Borrower and Guarantor, The Eligible Subsidiaries Referred to Herein, as Borrowers, The Lenders Parties Hereto and JPMorgan Chase Bank, N.A., as...Credit Agreement • January 31st, 2011 • Johnson Controls Inc • Public bldg & related furniture • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 5, 2006 among JOHNSON CONTROLS, INC., the ELIGIBLE SUBSIDIARIES referred to herein, the LENDERS from time to time parties hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
UNDERWRITING AGREEMENTUnderwriting Agreement • June 12th, 2014 • Johnson Controls Inc • Public bldg & related furniture • New York
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Goldman, Sachs & Co. toll-free at (866) 471-2526 or calling or e-mailing Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at (800) 294-1322 or dg.prospectus_distribution@baml.com.
JOHNSON CONTROLS, INC. AMENDED AND RESTATED CHANGE OF CONTROL EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • January 27th, 2016 • Johnson Controls Inc • Public bldg & related furniture • Wisconsin
AGREEMENT by and between Johnson Controls, Inc. a Wisconsin corporation (the “Company”) and Alex Molinaroli (the “Executive”), dated January 24, 2016.
UNDERWRITING AGREEMENTUnderwriting Agreement • March 13th, 2009 • Johnson Controls Inc • Public bldg & related furniture • New York
The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule II to the Underwriting Agreement (the “Underwriters”), of $350,000,000 principal amount of 6.50% Convertible Senior Notes due 2012 and up to an additional $52,500,000 principal amount solely to cover over-allotments (together, the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.
SUPPLEMENTAL INDENTURE NO. 3Supplemental Indenture • December 12th, 2016 • Johnson Controls Inc • Services-miscellaneous business services
THIS SUPPLEMENTAL INDENTURE NO. 3, dated as of December 9, 2016 (this “Supplemental Indenture”), is by and between Johnson Controls, Inc., a Wisconsin corporation (the “Company”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
SUPPLEMENTAL INDENTURE NO. 1Supplemental Indenture • December 12th, 2016 • Johnson Controls Inc • Services-miscellaneous business services
THIS SUPPLEMENTAL INDENTURE NO. 1, dated as of December 9, 2016 (this “Supplemental Indenture”), is by and between Johnson Controls, Inc., a Wisconsin corporation (the “Company”), and U.S. Bank National Association, a national banking association (as successor to JPMorgan Chase Bank, N.A.), as trustee (the “Trustee”).
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • August 6th, 2003 • Johnson Controls Inc • Public bldg & related furniture • Wisconsin
Amendment dated as of July 23, 2003 to the Rights Agreement (the “Rights Agreement”) dated November 30, 1994, as amended, between Johnson Controls, Inc. (the “Company”) and Firstar Trust Company, as assigned to Wells Fargo Bank Minnesota, N.A. (the “Rights Agent”).
AMENDMENT TO THE AMENDED AND RESTATED CHANGE OF CONTROL EXECUTIVE EMPLOYMENT AGREEMENTChange of Control • April 29th, 2016 • Johnson Controls Inc • Public bldg & related furniture • Wisconsin
This Amendment (this "Amendment") is made and entered into as of April 1, 2016, by and between Johnson Controls, Inc., a Wisconsin corporation (the "Company"), and Alex Molinaroli (the "Executive").
UNDERWRITING AGREEMENTUnderwriting Agreement • February 3rd, 2011 • Johnson Controls Inc • Public bldg & related furniture • New York
Agency Agreement ---------------- AGREEMENT, dated as of December 2, 1997 between Johnson Controls, Inc., a Wisconsin corporation (the "Company"), and The Chase Manhattan Bank, a New York corporation ("Chase Manhattan"). WITNESSETH: WHEREAS, the...Agency Agreement • December 23rd, 1997 • Johnson Controls Inc • Public bldg & related furniture • New York
EXHIBIT 4.4 JOHNSON CONTROLS, INC. STANDARD [COMMON/PREFERRED] STOCK WARRANT AGREEMENT PROVISIONS From time to time, Johnson Controls, Inc., a Wisconsin corporation (the "Company"), may enter into one or more warrant agreements that provide for the...Johnson Controls Inc • October 4th, 1996 • Public bldg & related furniture • Wisconsin
Johnson Controls, Inc. Post Office Box 591 Milwaukee, WI 53201-0591 Tel. 414/524 2233 FAX: 414/524 3311 John M. Barth President and Chief Executive Officer Mr. Giovanni Fiori Via Riaffrico, 38 51016 Montecatini Terme (Pistoia) ITALY November 21, 2002Settlement Agreement • December 4th, 2003 • Johnson Controls Inc • Public bldg & related furniture
Upon your signature, this letter shall be effective as an amendment to the Executive Employment Agreement covering your employment by Johnson Controls, Inc. or its affiliated companies, (“JCI”). It is recognized that you are not covered by a JCI pension, unlike other members of JCI senior management, and to compensate for this difference it is agreed as follows:
JOHNSON CONTROLS, INC. as Issuer and U.S. BANK NATIONAL ASSOCIATION as Trustee Supplemental Indenture Dated as of March 16, 2009 Supplemental to Indenture dated as of January 17, 2006 6.50% Convertible Senior Notes due 2012Supplemental Indenture • March 20th, 2009 • Johnson Controls Inc • Public bldg & related furniture • New York
SUPPLEMENTAL INDENTURE, dated as of March 16, 2009, between Johnson Controls, Inc., a Wisconsin corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”) under the Indenture dated as of January 17, 2006 between the Company and the Trustee (as successor to JPMorgan Chase Bank, N.A.) (as amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”).
UNDERWRITING AGREEMENTUnderwriting Agreement • March 5th, 2010 • Johnson Controls Inc • Public bldg & related furniture • New York
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Banc of America Securities LLC toll-free at 1-800-294-1322 or Citigroup Global Markets Inc. toll-free at 1-877-858-5407.
August 8, 2016 To: Executive Officers and Members of the Board of Johnson Controls, Inc. Re: Statutory Window PeriodJohnson Controls Inc • August 8th, 2016 • Public bldg & related furniture
As you are aware, on January 24, 2016, Johnson Controls, Inc. (“Johnson Controls”) entered into an Agreement and Plan of Merger by and among Johnson Controls, Tyco International plc (“Tyco”), and Jagara Merger Sub LLC, as amended, pursuant to which Johnson Controls has agreed to combine its businesses with those of Tyco (the “Merger”). Upon completion of the Merger, Tyco will change its name to Johnson Controls International plc and is referred to below as the “Combined Company.” The Merger is expected to close on September 2, 2016, subject to shareholder approval.
JOHNSON CONTROLS, INC. and as Trustee SUPPLEMENTAL INDENTURE NO. 2 Dated as of March 1, 2012Supplemental Indenture • March 1st, 2012 • Johnson Controls Inc • Public bldg & related furniture • New York
THIS SUPPLEMENTAL INDENTURE NO. 2, dated as of March 1, 2012 (the “Supplemental Indenture No. 2”), between Johnson Controls, Inc., a Wisconsin corporation (the “Company”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”), amending and supplementing the Indenture, dated as of March 16, 2009, between the Company and the Trustee, governing the issuance of debt securities (the “Base Indenture”) and the Supplemental Indenture No. 1, dated as of March 16, 2009, between the Company and the Trustee (the “Supplemental Indenture No. 1”). The Base Indenture, as amended and supplemented by Supplemental Indenture No. 1, shall be referred to herein as the “Original Indenture,” and the Original Indenture, as amended and supplemented by this Supplemental Indenture No. 2, shall be referred to herein as the “Indenture.”
FORM OF] INDEMNITY AGREEMENTIndemnity Agreement • November 29th, 2007 • Johnson Controls Inc • Public bldg & related furniture • Wisconsin
THIS INDEMNITY AGREEMENT (“Agreement”) is made and entered into as of this ___ day of ___ 20 ___, by and between Johnson Controls, Inc., a Wisconsin corporation (the “Company”) and ___ a Director and/or Officer of the Company (the “Executive”). Capitalized terms used in this Agreement and not otherwise defined in the text of this Agreement, or in Paragraph 17 hereof, shall have the respective meanings ascribed to them in Section 180.0850 of the Wisconsin Business Corporation Law (the “Statute”).
EXECUTIVE EMPLOYMENT AGREEMENT (JOHNSON CONTROLS) EXHIBIT 10.L JOHNSON CONTROLS, INC. EXECUTIVE EMPLOYMENT AGREEMENT In consideration of the employment of the undersigned employee ("Executive") by Johnson Controls, Inc., or its affiliated companies...Executive Employment Agreement • December 17th, 1999 • Johnson Controls Inc • Public bldg & related furniture • Wisconsin
JOHNSON CONTROLS, INC. EXECUTIVE EMPLOYMENT AGREEMENT In consideration of the employment of the undersigned employee ("Executive") by Johnson Controls, Inc., or its affiliated companies ("Company"), it is agreed between Executive and Company as follows in lieu of any other agreements or commitments relating to such employment, whether written or oral and whether past or present, unless expressly included or incorporated herein: 1. DUTIES. The Company agrees to employ Executive as a manager with duties and responsibilities which the Company acting either through its Board of Directors or its Chief Executive Officer, in its sole discretion believes are appropriate to Executive's skills, training and experience. Executive agrees to perform such assigned duties by devoting full time, due care, loyalty and best efforts thereto and complying with all applicable laws and the requirements of the Company's policies and procedures on employee conduct. 2. TERM. This Agreement shall run continuous
