Tyco International PLC (TYC) filed a Form 8K - Changes in
Company Executive Management - with the U.S Securities and Exchange
Commission on January 27, 2016.
Employment Agreement with George Oliver
In connection with the Merger Agreement, Tyco entered into an
employment agreement, dated as of January 24, 2016, with Mr.
Oliver, which will become effective subject to, and contingent
upon, the completion of the Merger (the "Oliver Employment
Agreement"). The terms of the Oliver Employment Agreement generally
are comparable to the Amended and Restated Change of Control
Executive Employment Agreement entered into with JCI's current
Chairman, President, and Chief Executive Officer in connection with
the Merger Agreement, other than the definitions of "cause" and
"good reason," which are as set forth in the Oliver Employment
Agreement.
The Oliver Employment Agreement covers an initial employment
period of 33 months following the completion of the merger (the
"Transition Period"), and a two-year employment period following
any subsequent change of control.
Mr. Oliver will serve as the President and Chief Operating
Officer of the Combined Company until the First Succession Date.
Following the First Succession Date, Mr. Oliver will serve as chief
executive officer of the Combined Company, and beginning on the
Second Succession Date, Mr. Oliver will be appointed chairman of
the board of directors of the Combined Company. During the
Transition Period, Mr. Oliver will be entitled to a base salary of
$1,250,000 per year, and have a target annual bonus opportunity of
135% of his then-current base salary.
Under the Oliver Employment Agreement, if Mr. Oliver is
terminated by the Combined Company without cause, Mr. Oliver
resigns for good reason, or Mr. Oliver's employment ceases due to
his death or disability, he (or his beneficiary) will be entitled
to: (1) a lump sum severance payment equal to three times the sum
of Mr. Oliver's annual base salary and a bonus amount calculated
using the greater of his target bonus for the year of termination
or his annual bonus for the most recently completed fiscal year,
(2) payment of a prorated portion of the bonus amount for the year
of termination; (3) a cash payment equal to the lump sum value of
the additional benefits Mr. Oliver would have accrued through the
second anniversary of the merger under certain pension plans,
assuming Mr. Oliver is fully vested in such benefits at the time of
termination; and (4) continued medical and welfare benefits for a
two-year period following Mr. Oliver's date of termination (in the
case of a termination without "cause" or with "good reason").
Additionally, if the Combined Company terminates Mr. Oliver
other than for cause or Mr. Oliver terminates his employment for
good reason during the Transition Period, all equity awards granted
prior to the merger will vest, and all stock options granted to him
prior to the completion of the merger will remain exercisable until
the earlier of three years following Mr. Oliver's date of
termination and the date of expiration of the applicable stock
option award.
Following the Transition Period, and at any time other than the
two-year period following a subsequent change of control, upon the
termination of his employment, Mr. Oliver would be entitled to cash
severance not lower than the cash severance amount he would have
received upon a termination of his employment with Tyco prior to
entering into the Oliver Employment Agreement.
The foregoing description of the Oliver Employment Agreement
does not purport to be complete and is qualified in its entirety by
reference to the Oliver Employment Agreement, a copy of which is
attached hereto as Exhibit 10.3 and the terms of which are
incorporated herein by reference.
* * *
NO OFFER OR SOLICITATION
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote or approval in any jurisdiction, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction between Johnson
Controls, Inc. ("Johnson Controls") and Tyco International plc
("Tyco"), Tyco will file with the U.S. Securities and Exchange
Commission (the "SEC") a
registration statement on Form S-4 that will include a joint
proxy statement of Johnson Controls and Tyco that also constitutes
a prospectus of Tyco (the "Joint Proxy Statement/Prospectus").
Johnson Controls and Tyco plan to mail to their respective
shareholders the definitive Joint Proxy Statement/Prospectus in
connection with the transaction. INVESTORS AND SECURITY HOLDERS OF
JOHNSON CONTROLS AND TYCO ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT JOHNSON CONTROLS,
TYCO, THE TRANSACTION AND RELATED MATTERS. Investors and security
holders will be able to obtain free copies of the Joint Proxy
Statement/Prospectus (when available) and other documents filed
with the SEC by Johnson Controls and Tyco through the website
maintained by the SEC at www.sec.gov. In addition, investors and
security holders will be able to obtain free copies of the
documents filed with the SEC by Johnson Controls by contacting
Johnson Controls Shareholder Services at
Shareholder.Services@jci.com or by calling (800) 524-6220 and will
be able to obtain free copies of the documents filed with the SEC
by Tyco by contacting Tyco Investor Relations at
Investorrelations@Tyco.com or by calling (609) 720-4333.
PARTICIPANTS IN THE SOLICITATION
Johnson Controls, Tyco and certain of their respective
directors, executive officers and employees may be considered
participants in the solicitation of proxies in connection with the
proposed transaction. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the
solicitation of the respective shareholders of Johnson Controls and
Tyco in connection with the proposed transactions, including a
description of their direct or indirect interests, by security
holdings or otherwise, will be set forth in the Joint Proxy
Statement/Prospectus when it is filed with the SEC. Information
regarding Johnson Controls' directors and executive officers is
contained in Johnson Controls' proxy statement for its 2016 annual
meeting of shareholders, which was filed with the SEC on December
14, 2015. Information regarding Tyco's directors and executive
officers is contained in Tyco's proxy statement for its 2016 annual
meeting of shareholders, which was filed with the SEC on January
15, 2016.
Statement Required by the Irish Takeover Rules
The directors of Tyco accept responsibility for the information
contained in this communication. To the best of their knowledge and
belief (having taken all reasonable care to ensure such is the
case), the information contained in this communication is in
accordance with the facts and does not omit anything likely to
affect the import of such information.
Lazard Freres & Co. LLC, which is a registered broker dealer
with the SEC, is acting for Tyco and no one else in connection with
the proposed transaction and will not be responsible to anyone
other than Tyco for providing the protections afforded to clients
of Lazard Freres & Co. LLC, or for giving advice in connection
with the proposed transaction or any matter referred to herein.
Centerview Partners LLC is a broker dealer registered with the
United States Securities and Exchange Commission and is acting as
financial advisor to JCI and no one else in connection with the
proposed transaction. In connection with the proposed transaction,
Centerview Partners LLC, its affiliates and related entities and
its and their respective partners, directors, officers, employees
and agents will not regard any other person as their client, nor
will they be responsible to anyone other than JCI for providing the
protections afforded to their clients or for giving advice in
connection with the proposed transaction or any other matter
referred to in this announcement.
Barclays Capital Inc. is a broker dealer registered with the
United States Securities and Exchange Commission and is acting as
financial advisor to JCI and no one else in connection with the
proposed transaction. In connection with the proposed transaction,
Barclays Capital Inc., its affiliates and related entities and its
and their respective partners, directors, officers, employees and
agents will not regard any other person as their client, nor will
they be responsible to anyone other than JCI for providing the
protections afforded to their clients or for giving advice in
connection with the proposed transaction or any other matter
referred to in this announcement.
...This item was truncated.
The full text of this SEC filing can be retrieved at:
http://www.sec.gov/Archives/edgar/data/833444/000119312516439970/d86179d8k.htm
Any exhibits and associated documents for this SEC filing can be
retrieved at:
http://www.sec.gov/Archives/edgar/data/833444/000119312516439970/0001193125-16-439970-index.htm
Public companies must file a Form 8-K, or current report, with
the SEC generally within four days of any event that could
materially affect a company's financial position or the value of
its shares.
(END) Dow Jones Newswires
January 27, 2016 17:21 ET (22:21 GMT)
Copyright (c) 2016 Dow Jones & Company, Inc.
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