LETTERHEAD OF JOHNSON CONTROLS, INC.]Merger Agreement • November 23rd, 2016 • Johnson Controls International PLC • Services-miscellaneous business services • 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
JOHNSON CONTROLS INTERNATIONAL PLC 2012 SHARE AND INCENTIVE PLAN (AMENDED AND RESTATED AS OF SEPTEMBER 2, 2016) (THE “PLAN”) OPTION OR SHARE APPRECIATION RIGHT AWARD AGREEMENTShare and Incentive Plan • November 23rd, 2016 • Johnson Controls International PLC • Services-miscellaneous business services • Wisconsin
The Plan has been adopted to permit awards of share options or share 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 Participant by providing the Participant with a means to acquire or to increase his/her proprietary interest in the Company's success.
