EXHIBIT 10.I
JOHNSON CONTROLS, INC.
EXECUTIVE SURVIVOR BENEFITS PLAN
ARTICLE 1.
PURPOSE AND DURATION
Section 1.1. Purpose. The purpose of the Johnson Controls, Inc. Executive Survivor Benefits Plan is to permit eligible employees of Johnson Controls, Inc. or its subsidiaries to elect to provide death benefits for their designated beneficiaries under this Plan in lieu of the group term life insurance benefits available under the Johnson Controls Group Life Insurance Plan.
Section 1.2. Duration. The Plan was originally effective as of January 1, 1982. The Plan was most recently amended and restated effective October 1, 2001. The provisions of the Plan as amended and restated apply to each individual with an interest hereunder on or after October 1, 2001. The Plan shall remain in effect until terminated pursuant to Article 9.
ARTICLE 2.
DEFINITIONS AND CONSTRUCTION
Section 2.1. Definitions. Wherever used in this Plan, the following terms shall have the meanings set forth below and where the meaning is intended, the initial letter of the word is capitalized:
(a) "Beneficiary" means the individual(s), trust(s) or other entity(ies) entitled to receive benefits hereunder as determined under Article 6.
(b) "Board" means the Board of Directors of the Company.
(c) "Company" means Johnson Controls, Inc., a Wisconsin corporation, and any successor thereto as provided in Article 13.
(d) "Committee" means the Compensation Committee of the Board.
(e) "Final Annual Pay" means the Participant's annualized base salary rate in effect as of the date of his death, prior to reduction for any deferrals. In the event the Participant is absent from employment as a result of a Total and Permanent Disability on the date of his death, Final Annual Pay shall be determined as of the date immediately preceding the date of his Total and Permanent Disability.
(f) "Participant" means an executive of the Company or a subsidiary who has been approved for participation in this Plan by the Committee and who has elected coverage hereunder as provided in Article 4.
(g) "Plan" means the arrangement described herein, as from time to time amended and in effect.
(h) "Retirement" means termination of employment from the Company and its subsidiaries on or after attainment of age 55 with at least ten years of vesting service or age 65 with
JOHNSON CONTROLS, INC.
EXECUTIVE SURVIVOR BENEFITS PLAN
at least five years of vesting service (vesting service to be determined within the meaning of the Johnson Controls Pension Plan or such other plan or methodology prescribed by the Committee).
(i) "Total and Permanent Disability" means the Participant's inability to perform the material duties of his occupation as a result of a medically-determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a period of at least 12 months, as determined by the Committee. The Participant will be required to submit such medical evidence or to undergo a medical examination by a doctor selected by the Committee as the Committee determines is necessary in order to make a determination hereunder.
Section 2.2. Gender and Number. Except where otherwise indicated by the context, any masculine term used herein includes the feminine, the plural includes the singular, and the singular the plural.
Section 2.3. Severability. In the event any provision of the Plan is held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the said illegal or invalid provision had not been included.
ARTICLE 3.
ADMINISTRATION
Section 3.1. General. The Plan shall be administered by the Committee. If at any time the Committee shall not be in existence, the Board shall assume the Committee's functions and each reference to the Committee herein shall be deemed to include the Board.
Section 3.2. Authority. In addition to the authority specifically provided herein, the Committee shall have full power and discretionary authority to: (a) administer the Plan, including but not limited to the power and authority to construe and interpret the Plan; (b) correct errors, supply omissions or reconcile inconsistencies in the Plan's terms; (c) establish, amend or waive rules and regulations, and appoint such agents, as it deems appropriate for the Plan's administration; (d) determine the factors to be used to determine present value lump sum payments; and (e) make any other determinations, including factual determinations, and take any other action as it determines is necessary or desirable for the Plan's administration.
Section 3.3. Decision Binding. The Committee's determinations and decisions made pursuant to the provisions of the Plan and all related orders or resolutions of the Board shall be final, conclusive and binding on all persons who have an interest in the Plan or an award, and such determination and decisions shall not be reviewable.
Section 3.4. Procedures of the Committee. The Committee's determinations must be made by not less than a majority of its members present at the meeting (in person or otherwise) at which a quorum is present, or by written majority consent, which sets forth the action, is signed by the members of the Committee and filed with the minutes for proceedings of the Committee. A majority of the entire Committee shall constitute a quorum for the transaction of business. Service on the Committee shall constitute service as a director of the Company so that the Committee members shall be entitled to indemnification, limitation of liability and reimbursement of
JOHNSON CONTROLS, INC.
EXECUTIVE SURVIVOR BENEFITS PLAN
expenses with respect to their Committee services to the same extent that they are entitled under the Company's By-laws and Wisconsin law for their services as directors of the Company, except to the extent such indemnification is prohibited by ERISA.
Section 3.5. Charge to Subsidiary. Each subsidiary shall be charged each year with the amount, if any, payable under the Plan with respect to its employees for such year.
ARTICLE 4.
PARTICIPATION AND ELECTION OF BENEFITS
Section 4.1. Participation. The Committee shall specify which executives of the Company and its subsidiaries are eligible for participation in the Plan. Any executive designated for participation in the Plan may elect, in the form and manner and subject to such rules as the Committee may prescribe, to provide the periodic survivor income described in Article 5 hereof in lieu of continuing group life insurance coverage under the Company's Group Life Insurance Plan. No benefits shall be provided under this Plan to any individual who does not elect to be covered hereunder pursuant to this Paragraph. Accidental death and dismemberment and travel accident insurance benefits shall remain in effect for the Participant as provided under the Company's Group Life Insurance Plan.
Section 4.2. Cessation of Participation. Participation shall end on the date the Participant terminates employment from the Company and its subsidiaries (other than by reason of death) except as provided in Article 5. If a Participant is transferred to a non-executive position or other position that is not eligible for participation in the Plan, such individual shall cease to be a Participant hereunder on the date of such transfer. In addition, a Participant may cancel his election to participate hereunder at any time by filing a written notice to the Company specifying the effective date of such cancellation.
ARTICLE 5.
SURVIVOR BENEFITS
In the event of the death of a Participant prior to his termination of employment from the Company and its subsidiaries, benefits shall be payable to his Beneficiary in the amounts indicated in the following table, depending on the age of the Participant at the date of his death:
Percentage
Age Final Annual Pay
Before Age 55 100%
Age 55 or later 90%
Such benefits shall be payable annually, or at such more frequent intervals as the Committee may determine, for a period of 10 years, commencing with a payment due on the first day of the month next following the Participant's death. For purposes of this Plan, the Participant shall be deemed to continue in employment during a period of Total and Permanent Disability prior to age 65.
JOHNSON CONTROLS, INC.
EXECUTIVE SURVIVOR BENEFITS PLAN
Notwithstanding the foregoing, in the event a Participant who Retired before 1989 dies after such Retirement, and provided no other post-retirement death benefit has been paid by the Company, a one-time benefit in an amount equal to 75 percent of the Participant's Final Annual Pay shall be payable to his Beneficiary in a single lump sum as soon as practicable after the Participant's death.
ARTICLE 6.
BENEFICIARIES
Each Participant shall designate one or more individuals, trusts or other entities as Beneficiaries and/or contingent Beneficiaries to receive the benefits due hereunder after his death. Such designations may be changed from time to time, and shall be filed in writin ...
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