Clarios Retirement Restoration Plan

Exhibit 10.32

CLARIOS

RETIREMENT RESTORATION PLAN

Effective May 1, 2019

Amended and Restated June 30, 2021

ARTICLE 1

PURPOSE AND DURATION

Section 1.1. Purpose. The purpose of the Clarios Retirement Restoration Plan (formerly known as the Power Solutions Retirement Restoration Plan) (the “Plan”) is to restore retirement benefits to certain participants in the Savings Plan whose benefits under such plan are or will be limited by reason of Code Sections 401(a)(17), 401(k), 401(m), 402(g) and/or 415, and/or by reason of the election of such employees to defer income or reduce salary pursuant to this Plan or to defer annual incentive payments pursuant to the Clarios Senior Executive Deferred Compensation Plan. This Plan is completely separate from the tax-qualified plans maintained by the Company and its subsidiaries and is not funded or qualified for special tax treatment under the Code. The Plan is intended to be an unfunded plan covering a select group of management and highly compensated employees for purposes of ERISA. The Plan also assumed certain liabilities from the Johnson Controls International plc Retirement Restoration Plan, the Johnson Controls International plc Executive Deferred Compensation Plan and the Tyco Supplemental Savings and Retirement Plan as of May 1, 2019, as described herein.

Section 1.2. Duration of the Plan. The Plan became effective May 1, 2019. Notwithstanding the effective date of this Plan, the Administrator may implement the administration of the Plan prior to the effective date as necessary to effectuate the Plan. The Plan was amended and restated effective June 30, 2021 to incorporate a prior Plan amendment that reflected a change to the name of the Company and the Plan. The Plan shall remain in effect until terminated pursuant to Article 7.

ARTICLE 2

DEFINITIONS

Section 2.1. Definitions. Wherever used in the 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) “Account” means the record keeping account or accounts maintained to record the interest of each Participant under Article 4. An Account is established for record keeping purposes only and not to reflect the physical segregation of assets on the Participant’s behalf, and may consist of such subaccounts or balances as the Administrator may determine to be necessary or appropriate. Effective on the Effective Date, each Participant shall have a beginning Account balance equal to the balance credited to a Participant under the Prior Plans as of immediately prior to the Effective Date.

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(b) “Administrator” means the person(s) or entity appointed by the Company to administer the Plan.

(c) “Affiliate” means each entity that is required to be included in the Company’s controlled group of corporations within the meaning of Code Section 414(b), or that is under common control with the Company within the meaning of Code Section 414(c); provided that for purposes of determining when a Participant has incurred a Separation from Service, the phrase “at least 50 percent” shall be used in place of “at least 80 percent” each place it appears in the regulations thereunder.

(d) “Beneficiary” means the person or persons designated by the Participant to receive payments under the Plan in the event of the Participant’s death as provided in Section 4.3.

(e) “Board” means the Board of Directors of the Company.

(f) “Cause” means a Participant’s (1) substantial failure or refusal to perform duties and responsibilities of his or her job as required by the Employer, (2) violation of any fiduciary duty owed to the Company or any Affiliate, (3) conviction of or plea of no contest to a felony or misdemeanor, (4) dishonesty, (5) theft, (6) violation of Company or Employer rules or policy, or (7) other egregious conduct, that has or could have a serious and detrimental impact on the Company, any of its Affiliates or any of their employees. The Administrator, in its sole and absolute discretion, shall determine whether Cause exists. Examples of “Cause” may include, but are not limited to, excessive absenteeism, misconduct, insubordination, violation of Company policy, dishonesty, and deliberate unsatisfactory performance (e.g., Employee refuses to improve deficient performance).

(g) “Code” means the Internal Revenue Code of 1986, as interpreted by regulations and rulings issued pursuant thereto, all as amended and in effect from time to time. Any reference to a specific provision of the Code shall be deemed to include any rulings and regulations promulgated thereunder and reference to any successor provision thereto.

(h) “Company” means Clarios, LLC, and its successors as provided in Section 9.11.

(i) “Distribution Date” means each January 15 or July 15, or the first business day prior to such date if such date falls on a holiday or weekend.

(j) “Effective Date” means May 1, 2019.

(k) “Employer” means the Company or the Affiliate that employs a Participant.

(l) “ERISA” means the Employee Retirement Income Security Act of 1974, as interpreted by regulations and rulings issued pursuant thereto, all as amended and in effect from time to time. Any reference to a specific provision of ERISA shall be deemed to include any rulings and regulations promulgated thereunder and reference to any successor provision thereto.

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(m) “Measurement Funds” means the investment options offered under the Savings Plan, and any other alternatives made available by the Administrator. These Measurement Funds are used solely to calculate the earnings that are credited to a Participant’s Account in accordance with Section 5.2 below, and do not represent any beneficial interest on the part of the Participant in any asset or other property of the Company or its Affiliates. The determination of an increase or decrease in the performance of each Measurement Fund shall be made by the Administrator in its reasonable discretion. Measurement Funds may be replaced, new funds may be added, or both, from time to time in the discretion of the Administrator; provided that if the Measurement Funds hereunder correspond with funds available for investment under the Savings Plan, then, unless the Administrator determines otherwise in its discretion, any addition, removal or replacement of investment funds under the Savings Plan shall automatically result in a corresponding change to the Measurement Funds hereunder.

(n) “Participant” means an employee of the Company or an Affiliate who is described in an applicable Appendix hereto; provided that the Administrator shall limit the foregoing group of eligible employees to a select group of management and highly compensated employees, as determined by the Administrator in accordance with ERISA. A “Participant” shall also mean a Transferred Business Employee (as defined in the Stock and Asset Purchase Agreement by and Between Johnson Controls International plc and BCP Acquisitions LLC, dated as of November 13, 2018) who had an account under one of the Prior Plans immediately prior to the Effective Date which account is assumed hereunder; provided that if such individual does not otherwise meet the requirements to be a Participant hereunder, such individual’s rights under the Plan shall be limited to the rights related to such assumed account (such as the right to investments and distributions of such account). Where the context so requires, a Participant also means a former employee or Beneficiary entitled to receive a benefit hereunder.

(o) “Prior Plans” means the Johnson Controls International plc Retirement Restoration Plan, the Johnsons Controls International plc Executive Deferred Compensation Plan, and the Tyco Supplemental Savings and Retirement Plan, as in effect immediately prior to the Effective Date.

(p) “Savings Plan” means the Clarios Retirement Savings and Investment Plan and any successor to such plan maintained by the Company or an Affiliate.

(q) “Separation from Service” means a Participant’s cessation of service from the Company and all Affiliates within the meaning of Code Section 409A, as determined by the Administrator, subject to the following rules:

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(r) “Share” means an ordinary share of Johnson Controls International plc.

(s) “Trading Day” means each day when the United States financial markets are open for business.

(t) “Valuation Date” means the day selected by the Administrator on which to value a Participant’s Account prior to a distribution. The Valuation Date may be any Trading Day within the one week prior to the date a distribution is made, as determined in the Administrator’s sole discretion.

ARTICLE 3

ADMINISTRATION

Section 3.1. Authority of the Administrator. The Administrator shall have discretionary authority and responsibility for the general operation and daily administration of

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the Plan, including, in addition to the authority specifically provided to the Administrator in this Plan, to (a) interpret and apply all of the Plan’s provisions, (b) prescribe forms for use with respect to the Plan, (c) reconcile inconsistencies or supply omissions in the Plan’s terms, (d) make appropriate determinations, including factual determinations, and calculations, (e) prepare all reports required by law, and (f) determine the eligibility of an employee to participate in the Plan.

Section 3.2. Delegation. The Administrator may, in its discretion, delegate any or all of its authority and responsibility to third parties. To the extent of any such delegation, any references herein to the Administrator shall be deemed references to such delegate.

Section 3.3. Interpretation; Decisions Binding. Interpretation of the Plan shall be within the sole discretion of the Administrator. If any delegate of the Administrator shall also be a Participant or Beneficiary, then such individual may not participate in any determinations affecting the individual’s benefits under the Plan. The Administrator’s determinations shall be final and binding on all parties with an interest hereunder, unless determined to be arbitrary and capricious.

Section 3.4. Procedures for Administration. The Administrator’s determinations shall be made in accordance with such procedures it establishes.

Section 3.5. Accelerated Vesting. The Board (with respect to Participants who are officers of the Company) and an executive officer of the Company (with respect to Participants who are not officers of the Company) shall have the discretion to vest any Participant in his or her Account hereunder, in whole or in part, upon the Participant’s termination of employment from the Company and its Affiliates for any reason.

ARTICLE 4

PLAN BENEFITS

Section 4.1. Eligibility for and Amount of Benefits.

(a) In General. Participants shall be eligible for a benefit in accordance with the terms of the applicable Appendix.

(b) Employees Acquired in a Merger or Acquisition. In the event an individual becomes an employee of the Company or an Affiliate due to a merger or acquisition, such employee shall not be eligible to participate in the Plan until such time that participation is approved by the Company via amendment of the Plan, corporate resolution or pursuant to the terms of the applicable purchase agreement, even if such employee would otherwise be eligible to participate in the Plan under the terms of an Appendix.

Section 4.2. Payment of Benefits. Upon a Participant’s Separation from Service for any reason, the Participant shall be entitled to payment of the vested balance of the Participant’s Account in cash in the manner specified in the applicable Appendix.

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Section 4.3. Death Benefit.

(a) Payment upon Death. In the event of the Participant’s death prior to receiving all payments due under this Plan, the vested balance of the Participant’s Account shall be paid to the Participant’s Beneficiary in a cash lump sum on the first Distribution Date following the Participant’s death.

(b) Requirements for Payment. The timing of the payment(s) under Section 4.3(a) is dependent upon the Administrator receiving all information needed to authorize such payment (such as a copy of the Participant’s death certificate). To the extent the Administrator cannot make a payment because it has not received such information, the Administrator shall make such payment(s) to the Beneficiary as soon as practicable in accordance with Section 4.3(a) after it has received all information necessary to make such payment, provided that such payment(s) due from the date of death through December 31 of the year following the year of the Participant’s death must be completed by such December 31 in order to avoid additional taxes under Code Section 409A.

Section 4.4. Tax Withholding. The Employer that is liable to make a payment hereunder shall have the right to deduct from any deferral or payment made hereunder, or from any other amount due a Participant, the amount of cash sufficient to satisfy the Employer’s foreign, federal, state or local income tax withholding obligations with respect to any amount deferred hereunder, whether at the time of deferral, vesting or payment thereof. In addition, if prior to the date of distribution of any amount hereunder, the Federal Insurance Contributions Act (FICA) tax imposed under Code Sections 3101, 3121(a) and 3121(v)(2), where applicable, becomes due, then the Employer may distribute from the Participant’s Account vested balance the amount needed to pay the Participant’s portion of such tax, plus an amount equal to the withholding taxes due under federal, state or local law resulting from the payment of such FICA tax, and an additional amount to pay the additional income tax at source on wages attributable to the pyramiding of the section 3401 wages and taxes, but no greater than the aggregate of the FICA amount and the income tax withholding related to such FICA amount. Each Participant shall be responsible for the payment of all individual tax liabilities relating to any benefits under the Plan.

Section 4.5. Additional Payment Provisions.

(a) Acceleration of Payment. Notwithstanding the foregoing,

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(b) Delay in Payment. Notwithstanding the foregoing,

Section 4.6. Effect of Payment. The full payment of the applicable benefit under this Plan shall completely discharge all obligations on the part of the Employer to the Participant (and each Beneficiary) with respect to the operation of the Plan, and the Participant’s (and Beneficiary’s) rights under the Plan shall terminate.

ARTICLE 5

MEASUREMENT FUNDS

Section 5.1. Investment Election.

(a) Making Elections. Unless otherwise determined by the Administrator, amounts credited to a Participant’s Account shall reflect the investment experience of the Measurement Funds selected by the Participant. The Participant may select Measurement Funds as follows:

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Investment elections shall remain in effect until changed by the Participant or the Administrator. All investment elections shall become effective as soon as practicable after receipt of such election by the Administrator, and must be made in the form and manner and within such time periods as the Administrator prescribes in order to be effective.

Notwithstanding the foregoing, the following rules shall apply to an individual who becomes a Participant hereunder on the Effective Date:

(A) the Participant’s investment elections in effect under the Prior Plans, if any, as of immediately prior to the Effective Date, shall apply to the Participant’s Account hereunder on the Effective Date, without action by the Participant; provided that (1) a Participant’s investment election with respect to an Investment Option that is not offered under the Savings Plan on the Effective Date shall be automatically changed to the default fund or a like-kind fund, as determined by the Administrator, specified for the Savings Plan, and (2) a Participant’s election with respect to Share Units (as defined in the Prior Plan) will be automatically cancelled on the Effective Date, and such investment election shall be automatically changed to the default fund specified for the Savings Plan; and

(B) all amounts credited to a Participant’s Share Unit account under a Prior Plan shall be deemed transferred and re-invested, as of the Effective Date, into the default fund specified for the Savings Plan.

(b) Default Election. In the absence of an effective election, the Participant’s Account shall be deemed invested in the applicable default fund under the Savings Plan.

Section 5.2. Crediting of Earnings (or Losses). On each Trading Day, a Participant’s Account shall be credited with all deemed earnings (or losses) generated by the Measurement Funds in which such Participant’s Account is deemed invested. Notwithstanding that the rates of return credited to a Participant’s Account are based upon the actual performance of the corresponding Measurement Fund, the Company shall not be obligated to invest an amount credited to a Participant’s Account under the Plan in such Measurement Funds or in any other investment funds.

Section 5.3. Pro-rata Distribution. Any distribution made to or on behalf of a Participant from his or her Account in an amount which is less than the entire balance of his or her Account shall be made pro rata from each of the Measurement Funds to which such Account is then allocated.

ARTICLE 6

SPECIAL RULES APPLICABLE IN THE EVENT OF A

CHANGE OF CONTROL OF THE COMPANY

Section 6.1. Effect of a Change of Control.

Upon a change of control (within the meaning of Code Section 409A), the Company may, but shall not be required to, terminate the Plan and cause the Company or each Employer to distribute to each Participant or Beneficiary his or her Account balance (which shall

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be fully vested upon the date of such Plan termination) in a lump sum payment as soon as practicable (but not more than ninety (90) days) following the change of control.

Section 6.2. Special Rule for Amounts Accumulated Before 2017. Notwithstanding Section 6.1, each Participant (or any Beneficiary entitled to receive payments hereunder) shall receive a lump sum payment in cash of all amounts accumulated in such Participant’s Account with respect to periods through December 31, 2016 under the Prior Plan (as adjusted for earnings or losses thereon) within ninety (90) days following a Change of Control, as defined in the Pre-2018 Johnson Controls International plc Deferred Compensation Plan, provided, however, that the payment shall not be made prior to the date that is five (5) years after the occurrence of events that would have constituted a Change of Control as it was defined in the Prior Plan prior to January 1, 2016.

Section 6.3. Maximum Payment Limitation.

(a) Limit on Payments. Except as provided in subsection (b) below, if any portion of the payments or benefits described in this Plan or under any other agreement with or plan of the Company or an Affiliate (in the aggregate, “Total Payments”), would constitute an “excess parachute payment”, then the Total Payments to be made to the Participant shall be reduced such that the value of the aggregate Total Payments that the Participant is entitled to receive shall be one dollar ($1) less than the maximum amount which the Participant may receive without becoming subject to the tax imposed by Section 4999 of the Code or which the Company or an Affiliate may pay without loss of deduction under Section 280G(a) of the Code. The terms “excess parachute payment” and “parachute payment” shall have the meanings assigned to them in Section 280G of the Code, and such “parachute payments” shall be valued as provided therein. Present value shall be calculated in accordance with Section 280G(d)(4) of the Code. Within forty (40) days following delivery of notice by the Employer to the Participant of its belief that there is a payment or benefit due the Participant which will result in an excess parachute payment, the Participant and the Employer, at the Employer’s expense, shall obtain the opinion (which need not be unqualified) of nationally recognized tax counsel selected by the Company’s independent auditors and acceptable to the Participant in his or her sole discretion (which may be regular outside counsel to the Company or an Affiliate), which opinion sets forth (1) the amount of the Base Period Income, (2) the amount and present value of Total Payments and (3) the amount and present value of any excess parachute payments determined without regard to the limitations of this Section. As used in this Section, the term “Base Period Income” means an amount equal to the Participant’s “annualized includible compensation for the base period” as defined in Section 280G(d)(1) of the Code. For purposes of such opinion, the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code, which determination shall be evidenced in a certificate of such auditors addressed to the Employer and the Participant. Such opinion shall be addressed to the Employer and the Participant and shall be binding upon the Employer and the Participant. If such opinion determines that there would be an excess parachute payment, the payments hereunder that are includible in Total Payments or any other payment or benefit determined by such counsel to be includible in Total Payments shall be reduced or eliminated so that there will be no excess parachute payment by applying the following principles, in order: (1) the payment or benefit with the higher ratio of the parachute payment value to present economic value (determined

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using reasonable actuarial assumptions) shall be reduced or eliminated before a payment or benefit with a lower ratio; (2) the payment or benefit with the later possible payment date shall be reduced or eliminated before a payment or benefit with an earlier payment date; and (3) cash payments shall be reduced prior to non-cash benefits; provided that if the foregoing order of reduction or elimination would violate Section 409A of the Code, then the reduction shall be made pro rata among the payment or benefits (on the basis of the relative present value of the parachute payments). If such legal counsel so requests in connection with the opinion required by this Section, the Participant and the Employer shall obtain, at the Employer’s expense, and the legal counsel may rely on in providing the opinion, the advice of a firm of recognized executive compensation consultants as to the reasonableness of any item of compensation to be received by the Participant. If the provisions of Sections 280G and 4999 of the Code are repealed without succession, then this Section shall be of no further force or effect.

(b) Employment Contract Governs. The provisions of subsection (a) above shall not apply to a Participant whose employment is governed by an employment contract that provides for Total Payments in excess of the limitation described in subsection (a) above.

ARTICLE 7

AMENDMENT OR TERMINATION

Section 7.1. Amendment. The Company may at any time amend the Plan, including but not limited to modifying the terms and conditions applicable to (or otherwise eliminating) allocations or deferrals to be made on or after the amendment date to the extent not prohibited by Code Section 409A; provided, however, that no amendment may reduce or eliminate any vested Account balance as of the date of such amendment (except as such Account balance may be reduced as a result of investment losses allocable to such account) without a Participant’s consent except as otherwise specifically provided herein. In addition, the Administrator may at any time amend the Plan to make administrative or ministerial changes or changes necessary to comply with applicable law.

Section 7.2. Termination. The Company may terminate the Plan at any time. Upon termination of the Plan, any deferral elections then in effect shall be cancelled to the extent permitted by Code Section 409A. Upon termination of the Plan, the Company may authorize the payment of the balance in all Accounts in a single sum payment without regard to any distribution election then in effect, only in the following circumstances:

(a) The Plan is terminated pursuant to Article 6.

(b) The Plan is terminated within twelve (12) months of a corporate dissolution taxed under Code Section 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A). In such event, the single sum payment must be distributed by the latest of: (1) the last day of the calendar year in which the Plan termination occurs, (2) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture, or (3) the first calendar year in which payment is administratively practicable.

(c) The Plan is terminated at any other time, provided that such termination does not occur proximate to a downturn in the financial health of the Company or an Affiliate,

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and all other plans required to be aggregated with this Plan under Code Section 409A are also terminated and liquidated. In such event, the single sum payment shall be paid no earlier than twelve (12) months (and no later than twenty-four (24) months) after the date of the Plan’s termination. Notwithstanding the foregoing, any payment that would otherwise be paid during the twelve (12)-month period beginning on the Plan termination date pursuant to the terms of the Plan shall be paid in accordance with such terms. In addition, the Company or any Affiliate shall be prohibited from adopting a similar arrangement within three (3) years following the date of the Plan’s termination.

Section 7.3. Entitlement to Benefits. Nothing herein shall be construed in any way to limit the right of the sponsor of the Savings Plan to amend, modify or terminate such plan.

ARTICLE 8

CLAIMS PROCEDURES

Section 8.1. Claim. A Participant or Beneficiary (referred to as a “claimant” in this Article 9) who believes that he or she is being denied a benefit to which he or she is entitled under the Plan may file a written request for such benefit with the Administrator, setting forth his or her claim for benefits. Any such claim must be made within one year after the claimant knew, or exercising reasonable care should have known, of the circumstances giving rise to such claim. If the claimant does not file a claim within such one-year period, the claimant shall be barred and estopped from raising the claim. A claimant’s claim may also be filed by his or her duly authorized representative.

Section 8.2. Claim Decision. The Administrator shall reply to any claim that is timely filed under Section 8.1 within ninety (90) days of receipt, unless it determines to extend such reply period for an additional ninety (90) days for reasonable cause. If an extension of time is required for a hearing or other special circumstances, the claimant shall be notified prior to the end of the initial ninety (90) day period. If the claim is denied in whole or in part, such reply shall include a written explanation, using language calculated to be understood by the claimant, setting forth:

(a) the specific reason or reasons for such denial;

(b) the specific reference to relevant provisions of the Plan on which such denial is based;

(c) a description of any additional material or information necessary for the claimant to perfect his or her claim and an explanation why such material or such information is necessary;

(d) appropriate information as to the steps to be taken if the claimant wishes to submit the claim for review;

(e) the time limits for requesting a review under Section 8.3 and for review under Section 8.4 hereof;

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(f) the claimant’s right to bring an action for benefits under Section 502 of ERISA, if the claim is denied upon review; and

(g) any other information required by ERISA.

Section 8.3. Request for Review. Within sixty (60) days after the receipt by the claimant of the written explanation described above, the claimant (or his or her duly authorized representative) may request in writing that the Administrator review its determination. The claimant (or his or her duly authorized representative) may, but need not, review the relevant documents and submit issues and comment in writing for consideration by the Administrator. If the claimant does not request a review of the initial determination within such 60-day period, the claimant shall be barred and estopped from challenging the determination.

Section 8.4. Review of Decision. After considering all materials presented by the claimant, the Administrator will render a written decision, setting forth the specific reasons for the decision and containing specific references to the relevant provisions of the Plan on which the decision is based, and any other information required by ERISA. The decision on review shall normally be made within sixty (60) days after the Administrator’s receipt of the claimant’s request. If an extension of time is required for a hearing or other special circumstances, the Administrator shall notify the claimant and the time limit shall be 120 days. All decisions on review shall be final and shall bind all parties concerned.

Section 8.5. Limitation on Actions. Any action or other legal proceeding with respect to the Plan may be brought only after the claims procedures of this Article 6 are exhausted and only within the period ending on the earlier of (a) one year after the date claimant receives notice or deemed notice of a denial upon review under Section 8.4 or (b) the expiration of the applicable statute of limitations period under applicable federal law. Any action or other legal proceeding not adjudicated under ERISA must be arbitrated in accordance with the provisions of Section 8.6

Section 8.6. Arbitration. Notwithstanding any employee agreement in effect between a Participant and the Employer, if a Participant or Beneficiary brings a claim that relates to benefits under this Plan that is not covered under ERISA, and regardless of the basis of the claim (including but not limited to, actions under Title VII, wrongful discharge, breach of employment agreement, etc.), such claim shall be settled by final binding arbitration in accordance with the rules of the American Arbitration Association (“AAA”) and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Arbitration must be initiated by serving or mailing a written notice of the complaint to the other party. Normally, such written notice should be provided to the other party within one year (365 days) after the day the complaining party first knew or should have known of the events giving rise to the complaint. However, this time frame may be extended if the applicable statute of limitation provides for a longer period of time. If the complaint is not properly submitted within the appropriate time frame, all rights and claims that the complaining party has or may have against the other party shall be waived and void. Any notice sent to the Employer or Company under this Section shall be delivered to the Company’s headquarters, with attention to the General Counsel of the Company.

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ARTICLE 9

MISCELLANEOUS

Section 9.1. Protective Provisions. Each Participant and Beneficiary shall cooperate with the Administrator by furnishing any and all information requested by the Administrator in order to facilitate the payment of benefits hereunder. If a Participant or Beneficiary refuses to cooperate with the Administrator, the Company and each Employer shall have no further obligation to the Participant or Beneficiary under the Plan, other than payment of the then-current balance of the Participant’s Account in accordance with prior elections and subject to Section 9.9.

Section 9.2. Designation of Beneficiary. Each Participant may designate in writing a Beneficiary or Beneficiaries (which Beneficiary may be an entity other than a natural person if approved by the Administrator in its sole discretion) to receive any payments which may be made under the Plan following the Participant’s death. A Beneficiary designation under the Plan may be separate from all other retirement-type plans sponsored by the Company. Such designation may be changed or canceled by the Participant at any time without the consent of any such Beneficiary. Any such designation, change or cancellation must be made in a form approved by the Administrator and shall not be effective until received by the Administrator or its designee prior to the date of the Participant’s death. If no Beneficiary has been named, or the designated Beneficiary or Beneficiaries shall have predeceased the Participant, then the Beneficiary shall be the Participant’s estate. If a Participant designates more than one Beneficiary, the interests of such Beneficiaries shall be paid in equal shares, unless the Participant has specifically designated otherwise. If the Beneficiary survives the Participant, but dies before receipt of payment hereunder, the Beneficiary’s estate shall be entitled to the Beneficiary’s share of the payment.

Section 9.3. Inability to Locate Participant or Beneficiary. In the event that the Administrator is unable to locate a Participant or Beneficiary within two years following the date the Participant or Beneficiary was to commence receiving payment, the entire amount allocated to the Participant’s Account shall be forfeited. If, after such forfeiture, the Participant or Beneficiary later claims such benefit, such benefit shall be reinstated without interest or earnings from the date payment was to commence pursuant to Error! Reference source not found., and the Participant or Beneficiary shall be responsible for all taxes and penalties under Code Section 409A.

Section 9.4. No Contract of Employment. Neither the establishment of the Plan, nor any modification thereof, nor the creation of any fund, trust or account, nor the payment of any benefits shall be construed as giving any Participant or any person whosoever, the right to be retained in the service of the Company or any Affiliate, and all Participants and other employees shall remain subject to discharge to the same extent as if the Plan had never been adopted.

Section 9.5. Obligations to Company. If a Participant becomes entitled to payment of benefits under the Plan, and if at such time the Participant has any outstanding debt, obligation, or other liability representing an amount owing to the Company or any Employer, then the Company or the Employer may offset such amount owed to it against the amount of

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benefits otherwise distributed; provided, however, that such deductions cannot exceed $5,000 in the aggregate to the extent needed to comply with Code Section 409A.

Section 9.6. No Liability; Indemnification. Neither the Company, any of its Affiliates nor any director, officer or employee of the Company or its Affiliates shall be responsible or liable in any manner to any Participant, Beneficiary or any person claiming through them for any benefit or action taken or omitted in connection with the granting of benefits, the continuation of benefits, or the interpretation and administration of Plan. Service as an Administrator shall constitute service as a director or officer of the Company so that the Administrator members shall be entitled to indemnification, limitation of liability and reimbursement of expenses with respect to their Administrator services to the same extent that they are entitled under the Company’s charter documents and applicable law for their services as directors or officers of the Company.

Section 9.7. Nonalienation of Benefits; Domestic Relations Orders. Except as otherwise specifically provided herein, all amounts payable hereunder shall be paid only to the person or persons designated by the Plan and not to any other person or corporation. No part of a Participant’s Account shall be liable for the debts, contracts, or engagements of any Participant, his or her Beneficiary, or successors in interest, nor shall such accounts of a Participant be subject to execution by levy, attachment, or garnishment or by any other legal or equitable proceeding, nor shall any such person have any right to alienate, anticipate, commute, pledge, encumber, or assign any benefits or payments hereunder in any manner whatsoever. If any Participant, Beneficiary or successor in interest is adjudicated bankrupt or purports to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge any payment from the Plan, voluntarily or involuntarily, the Administrator, in its discretion, may cancel such payment (or any part thereof) to or for the benefit of such Participant, Beneficiary or successor in interest in such manner as the Administrator shall direct. Notwithstanding the foregoing, all or a portion of a Participant’s Account may be awarded to an “alternate payee” (within the meaning of Section 206(d)(3)(K) of ERISA) if and to the extent so provided in a judgment, decree or order that, in the Administrator’s sole discretion, would meet the applicable requirements for qualification as a “qualified domestic relations order” (within the meaning of Section 206(d)(3)(B)(i) of ERISA) if the Plan were subject to the provisions of Section 206(d) of ERISA. Such amounts shall be payable to the alternate payee in the form of a lump sum distribution and shall be paid within ninety (90) days following the Administrator’s determination that the order satisfies the requirements to be a “qualified domestic relations order.”

Section 9.8. Liability for Benefit Payments. The obligation to pay or provide for payment of a benefit hereunder to any Participant or his or her Beneficiary shall be the sole and exclusive liability and responsibility of the Employer which employed the Participant during the period allocations were made to the Participant’s Account. No other Company or parent, affiliated, subsidiary or associated company shall be liable or responsible for such payment, and nothing in the Plan shall be construed as creating or imposing any joint or shared liability for any such payment. The fact that a Company or a parent, affiliated, subsidiary or associated company other than the Employer actually makes one or more payments to a Participant or Beneficiary shall not be deemed a waiver of this provision; rather, any such payment shall be deemed to have been made on behalf of and for the account of the Employer.

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Section 9.9. Unfunded Status of Plan. The Plan is intended to constitute an “unfunded” supplemental retirement compensation plan for Participants, with all benefits payable hereunder constituting an unfunded contractual payment obligation of the Employer and the Company. Nothing contained in the Plan, and no action taken pursuant to the Plan, shall create or be construed to create a trust of any kind. The Company or Employer shall reflect on its books the Participants’ interests hereunder, but no Participant or any other person shall under any circumstances acquire any property interest in any specific assets of the Company or Employer. Nothing contained in the Plan and no action taken pursuant hereto shall create or be construed to create a fiduciary relationship between the Company, an Employer, and any Participant or other person. A Participant’s right to receive payments under the Plan shall be no greater than the right of an unsecured general creditor of the Company or Employer. Except to the extent that the Company or Employer determines that a “rabbi” trust may be established in connection with the Plan, all payments shall be made from the general funds of the Company or Employer, and no special or separate fund shall be established and no segregation of assets shall be made to assure payment. The Company’s or Employer’s obligations under the Plan are not assignable or transferable except to (a) any corporation or partnership which acquires all or substantially all of the Company’s or Employer’s assets or (b) any corporation or partnership into which the Company or Employer may be merged or consolidated. The provisions of the Plan shall inure to the benefit of each Participant and the Participant’s Beneficiaries, heirs, executors, administrators or successors in interest.

Section 9.10. Governing Law. The Plan shall be construed in accordance with and governed by the laws of the State of Wisconsin to the extent not superseded by federal law, without reference to the conflict of laws principles thereof.

Section 9.11. Successors. All obligations of the Employer and the Company under the Plan shall be binding on any successor thereto, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the business and/or assets of the Company or the Employer.

Section 9 .12. Severability of Provisions. If any provision of the Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions had not been included.

Section 9.13. Headings and Captions. The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan.

Section 9.14. Gender; Singular and Plural. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, or neuter, as the identity of the person or persons may require. As the context may require, the singular may read as the plural and the plural as the singular.

Section 9.15. Notice. Any notice or filing required or permitted to be given under the Plan shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to (a) except as provided in Section 9.6, the Company’s headquarters, with

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attention to the Secretary of the Company, if the notice or filing is to be made to the Administrator, Company, or Employer or (b) the Participant’s or Beneficiary’s address on file with the Employer, if the notice or filing is to be made to such individual. Such notice shall be deemed given as of the date of delivery, or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

Section 9.16. Delay of Payment for Specified Employees. Notwithstanding any provision of the Plan to the contrary, in the case of any Participant who is a “specified employee” within the meaning of Code Section 409 A as of the date of such Participant’s Separation from Service, no distribution under the Plan may be made, or may commence, before the date which is six months after the date of such Participant’s Separation from Service (or, if earlier, the date of the Participant’s death).

Section 9.17. Application of Plan Provisions During the TSA. Notwithstanding anything in this Plan to the contrary, and in accordance with the TSA (as defined below), during the period the United States human resources transition services provisions of the TSA are in effect, the authority, responsibility, or rights of the Company, any fiduciary or administrator of this Plan, or any officer or delegate of the Company or such fiduciary or administrator, shall vest in and be exercisable solely by Johnson Controls International plc, and its officers, ERISA plan fiduciaries, administrators, and delegates thereof. Notwithstanding the foregoing provisions of this Section 9.17, the Company may exercise any or all such authority while such provisions of the TSA are in effect, but only if such action will be effective following the expiration of such provisions of the TSA. For purposes hereof, the term “TSA” means the Transition Services Agreement by and between Johnson Controls International plc and BCP Acquisitions LLC.

IN WITNESS WHEREOF, the undersigned, on behalf of the Company, has executed this Plan as of June 30, 2021.

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APPENDIX A – RESTORATION PLAN

GRANDFATHERED OFFICERS

(a) “Annual Enrollment Period” means the period designated by the Administrator in its sole discretion during which deferral elections can be made. Notwithstanding the foregoing, in all cases, the Annual Enrollment Period will end no later than December 31 of the year immediately preceding the calendar year for which such enrollment is effective.

(b) “Disability” means that a Participant either (i) has been determined to be eligible for Social Security disability benefits or (ii) is eligible to receive benefits under the Company’s long-term disability program as in effect at the time of disability.

(a) Before-Tax Contributions Allocation. For each calendar year, during the Annual Enrollment Period, each Participant may elect that, in the event the Participant’s ability to make Before-Tax Matched Contributions (as defined under the Participant’s Retirement Plan) is limited by reason of Sections 401(k), 402(g) or 415 of the Code and/or the limit on considered compensation under Section 401(a)(17) of the Code, then the difference between the amount of Before-Tax Matched Contributions that the Participant could have made under the Savings Plan for that calendar year (assuming the Participant elected the maximum amount of Before-Tax Matched Contributions for the calendar year and did not change his or her election during the calendar year) and the amount that would have been contributed as Before-Tax Matched Contributions but for such limits, shall be credited at such time or times as may be determined by the Administrator in its sole discretion, but in no event less frequently than annually as of December 31, to the Participant’s Account. A Participant’s election shall be made according to procedures established by the Administrator, which may include making an election by electronic means. A Participant’s election shall be effective only for the calendar year to which the election relates, and shall not carry over from year to year unless otherwise allowed by the Administrator in its sole discretion. An election under this subsection (a) shall constitute an election by the Participant to reduce the Participant’s salary by the amount determined under this subsection.

Notwithstanding the foregoing, the election made by a Participant under the Johnson Controls International plc Retirement Restoration Plan with respect to calendar year 2019 shall automatically apply hereunder on the Effective Date.

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(b) Matching Contributions Allocation. If a Participant makes a before tax contribution under (a), then a Participant’s Account shall also be credited at such time or times as may be determined by the Administrator in its sole discretion, but in no event less frequently than annually as of December 31, with an amount equal to the difference between the amount of Matching Contributions actually credited to the Participant’s Savings Plan account for the year and the amount of Matching Contributions that would have been so credited if the amount determined under subsection (a) had actually been contributed to the Participant’s Savings Plan (determined without regard to the limitations imposed by Sections 401(m) and 415 of the Code), but only with respect to the period the Participant is covered by this Plan; provided the Participant has met the eligibility requirements to receive a Matching Contribution under the Participant’s Savings Plan for such year. With respect to the 2019 calendar year, the reference to the Savings Plan shall be deemed to include the Johnson Controls Select Hourly Retirement Savings and Investment Plan and the Johnson Controls Corporate Retirement Savings and Investment Plan, as in effect on April 30, 2019.

(c) Retirement Income Allocation. A Participant’s Account also shall be credited at such time or times as may be determined by the Administrator in its sole discretion, but in no event less frequently than annually as of December 31, with an amount equal to the difference between the amount of Retirement Income Contributions (as defined in the Savings Plan) or other employer non-matching contributions actually credited to the Participant’s Savings Plan account for the year and the amount of Retirement Income Contributions or other employer non-matching contributions that would have been so credited if the limit on considered compensation under Section 401 (a)(17) of the Code did not apply; provided the Participant has met the eligibility requirements to receive a Retirement Income Contribution or other employer non-matching contribution under the Participant’s Savings Plan for such year. With respect to the 2019 calendar year, the reference to the Savings Plan shall be deemed to include the Johnson Controls Select Hourly Retirement Savings and Investment Plan and the Johnson Controls Corporate Retirement Savings and Investment Plan, as in effect on April 30, 2019.

(d) Modification of Compensation. Notwithstanding the foregoing, when determining a Participant’s compensation for purposes of subsections (a), (b) and (c), (1) the only bonus that may be included is the amount a Participant receives (or would receive but for a deferral election) under an annual cash incentive award granted under a plan of the Company or the Employer for the calendar year, and (2) for purposes of determining the amount of the deferral and/or allocations to be made, base compensation shall be determined on a gross basis (i.e., without regard to any nonqualified deferral elections made under a plan of the Company or the Employer).

(e) Cancellation of Deferral Elections. Notwithstanding any other provision of the Plan to the contrary, if the Participant elects to cancel his or her deferral election(s) due to a Disability, then the Participant’s deferral election(s) shall be cancelled to the extent permitted under Code Section 409A. A Participant whose deferral election(s) are cancelled pursuant to this subsection (e) may make a new deferral election

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under subsection (a), and pursuant to the requirements of Code Section 409A, with respect to future calendar years, unless otherwise prohibited by the Administrator.

(a) Before-Tax Contributions. Subject to Section 6, a Participant shall always be 100% vested in his or her Before-Tax Contributions described in Section 3(a).

(b) Matching Contributions. Subject to Section 6, the portion of the Participant’s Account attributable to Matching Contributions credited under Section 3(b) shall be vested as follows:

(c) Retirement Income Contributions. Subject to Section 6, the portion of the Participant’s’ s Account attributable to Retirement Income Contributions or other employer non-matching contributions credited under Section 3(c) shall be vested as follows:

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(a) A Participant’s distribution election under the Johnson Controls International plc Retirement Restoration Plan as of April 30, 2019 shall automatically apply to his or her Account hereunder. Otherwise, the following provisions shall apply.

(b) If a Participant was previously participating under Appendix B, then the portion of the Participant’s Account that is credited under Appendix B (plus earnings thereon) shall be paid in a lump sum.

(c) If an individual will become a Participant effective on January 1 of a given year, then the Participant may elect the manner of distribution of the Participant’s Account by submitting a distribution election no later than the December 31 preceding the Participant’s first year of participation. Such election shall be made in such form and manner as the Administrator may prescribe. The election shall specify whether distributions shall be made in a single lump sum or in annual installments of from two (2) to ten (10) years. Such election shall be irrevocable. If no valid election is in effect, distribution shall be made in ten (10) annual installments.

(d) If an individual first becomes a Participant hereunder on a date other than a January 1, then the amounts deferred hereunder in the first year of participation (and earnings thereon), if any, shall be paid in a lump sum. With respect to amounts deferred for the second year of participation and thereafter, the Participant may elect the manner of distribution of the Participant’s Account with respect to those deferrals (and earnings thereon) by filing a distribution election no later than December 31 of the first year of participation. Such election shall be made in such form and manner as the Administrator may prescribe. The election shall specify whether distributions shall be made in a single lump sum or in annual installments of from two (2) to ten (10) years. Such election shall be irrevocable. If no valid election is in effect, distribution shall be made in ten (10) annual installments.

(a) Lump Sum. With respect to the amount that a Participant has elected (or been deemed elected) to receive in a lump sum, such lump sum shall be paid on the first Distribution Date following the six-month anniversary of the Participant’s Separation from Service. The lump sum payment shall equal the vested balance of the Participant’s Account (or sub-account, if applicable) as of the Valuation Date.

(b) Installments. With respect to the amount that a Participant has elected to receive in annual installments, the first annual payment shall be paid on the first Distribution Date following the six-month anniversary of the Participant’ Separation from Service. All subsequent installments shall be made on the anniversary of such first Distribution Date. The amount of the first annual payment shall equal the value of 1/10^th (or 1/9^th, 1/8^th, 1/7^th, etc. depending on the number of installments elected) of the vested balance of the Participant’s Account (or sub-account, if applicable) as of the Valuation Date. All subsequent annual payments shall be in an amount equal to the value of 1/9^th

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(c) Cash-Out Payments. Notwithstanding any distribution election made under this Appendix A, if the balance of a Participant’s Account as of any Valuation Date preceding a Distribution Date is $50,000 or less, when combined with the Participant’s Account under Appendix B, then the entire remaining vested balance of the Participant’s Account shall be paid in a lump sum on such Distribution Date.

(a) Termination for Reasons Other than Cause. If the Participant is terminated for reasons other than Cause, then his or her unvested Account balance shall be immediately forfeited and not payable hereunder. Such unvested Account balance shall not be restored upon any subsequent re-employment with the Company or Employer. Notwithstanding the foregoing, the Administrator may restore an unvested Account balance to an individual upon re-employment.

(b) Termination for Cause. If the Participant is terminated for Cause (or if the Administrator determines that a Participant who was terminated other than for Cause engaged in conduct prior to his or her termination which would have constituted Cause), then the Administrator may determine in its sole discretion that the portion of the Participant’s Account credited on or after January 1, 2018 shall be forfeited and not payable hereunder.

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APPENDIX B - RESTORATION PLAN

HIGHLY COMPENSATED EMPLOYEES (RIC)

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APPENDIX C – DEFERRED COMPENSATION PLAN

RULES APPLICABLE TO ACCOUNT BALANCES TRANSFERRED FROM THE

JOHNSON CONTROLS INTERNATIONAL PLC EXECUTIVE DEFERRED

COMPENSATION PLAN

1. Participation. A Participant who is subject to this Appendix C is an individual whose Account was assumed hereunder from the Johnson Controls International plc Executive Deferred Compensation Plan (the “Prior Deferred Compensation Plan”). All references to “Account” hereunder refer to such assumed Account, as adjusted after the Effective Date for gains and losses thereon, and distributions therefrom.

2. Distribution of Accounts.

(c) Form of Distribution. A Participant, at the time he made an initial deferral election under the Prior Deferred Compensation Plan, was permitted to elect the form of distribution with respect to each of the following sub-accounts, which continue to be maintained hereunder:

(i) Annual Incentive Deferrals,

(ii) Long-Term Incentive Deferrals,

(iii) Share Deferrals,

(iv) Other Incentive Compensation Deferrals.

The election specified whether distributions shall be made in a single lump sum or from two (2) to ten (10) annual installments. In the absence of a distribution election with respect to a particular subaccount, payment shall be made in ten (10) annual installments. Such elections continue to apply to the Accounts hereunder.

(d) Distribution Payment.

(i) Lump Sum. If payment is to be made in a lump sum, such lump sum shall be paid on the first Distribution Date following the six-month anniversary of the Participant’s Separation from Service. The lump sum payment shall equal the balance of the Participant’s Account as of the Valuation Date.

(ii) Installments. If payment is to be made in annual installments, the first annual payment shall be paid on the first Distribution Date following the six-month anniversary of the Participant’s Separation from Service. All subsequent installments shall be made on the anniversary of such first Distribution Date. The amount of the first annual payment shall equal the value of 1/10^th (or 1/9^th, 1/8^th, 1/7^th, etc. depending on the number of installments elected) of the balance of the Participant’s Account as of the Valuation Date. All subsequent annual payments shall be in an amount equal to the value of 1/9^th (or 1/8^th, 1/7^th, 1/6^th, etc. depending on the number of installments elected) of the balance of the Participant’s Account as of the

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Valuation Date. The final annual installment payment shall equal the then remaining balance of such Account as of the Valuation Date. Notwithstanding the foregoing provisions, if the balance of a Participant’s Account under this Appendix C as of the Valuation Date preceding a Distribution Date is $50,000 or less, when combined with the Participant’s account under the Clarios Senior Executive Deferred Compensation Plan, then the entire remaining balance of the Participant’s Account shall be paid in a lump sum on such Distribution Date.

(e) Distribution of Remaining Account Following Participant’s Death. In the event of the Participant’s death prior to receiving all payments due under this Section 2, the balance of the Participant’s Account shall be paid to the Participant’s Beneficiary in a lump sum on the first Distribution Date following the Participant’s death. Notwithstanding the foregoing, in lieu of such lump sum death benefit, a Participant who has an installment payment election in effect may have, prior to his or her termination of employment, elected to have any remaining installment payments continue to his or her Beneficiary in the event the Participant dies after beginning to receive such installment payments, provided that such election shall be given effect only if it was filed at least twelve (12) months prior to the date of the Participant’s death.

3. Special Rules Applicable in the Event of a Change of Control of the Company.

(a) Acceleration of Payments. Notwithstanding any other provision of this Plan to the contrary, each Participant (or any Beneficiary thereof entitled to receive payments hereunder), including Participants (or Beneficiaries) receiving installment payments hereunder, shall receive a lump sum payment in cash of all amounts accumulated in such Participant’s Account with respect to deferrals made pursuant to elections filed prior to September 2, 2016 under the Prior Deferred Compensation Plan as soon as practicable (but not more than ninety (90) days) following a Change of Control (as defined below); provided, however, that if a Change of Control occurs on or after January 1, 2017, then the payment shall not be made prior to the date that is five (5) years after the occurrence of events that would have constituted a Change of Control as it was defined in the Prior Deferred Compensation Plan as in effect immediately prior to January 1, 2016.

(b) Definition of a Change of Control. A “Change of Control” under this Appendix C means any of the following events, provided that each such event would constitute a change in control event within the meaning of Code Section 409A:

(i) The acquisition by any Person (as defined below) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, as defined below) of thirty-five percent (35%) or more of either (A) the then-outstanding shares (the “Outstanding Company Shares”) of the Company or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that the following acquisitions shall not constitute a Change of Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliated Company or (4) any acquisition by any corporation pursuant to a transaction that complies with Section 3(b)(iii)(1)-(3);

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(ii) Any time at which individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(iii) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (1) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Shares and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the then-outstanding ordinary or common shares and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Shares and the Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or an Affiliated Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, thirty-five percent (35%) or more of, respectively, the then-outstanding ordinary or common shares of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(iv) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

4. For purposes hereof:

(a) “Exchange Act” means the Securities Exchange Act of 1934.

(b) “Person” means any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act).

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APPENDIX D – SUPPLEMENTAL SAVINGS AND RETIREMENT PLAN

RULES APPLICABLE TO ACCOUNT BALANCES TRANSFERRED FROM THE

TYCO SUPPLEMENTAL SAVINGS AND RETIREMENT PLAN

1. Participation. A Participant who is subject to this Appendix D is an individual whose Account was assumed hereunder from the Tyco Supplemental Savings and Retirement Plan (the “Prior Supplemental Plan”). All references to “Account” hereunder refer to such assumed Account, as adjusted after the Effective Date for gains and losses thereon, and distributions therefrom.

2. Vesting. All Prior Supplemental Plan Account balances are 100% vested.

3. Distribution of Accounts

(a) Form of Distribution. A Participant, at the time he or she made an initial deferral election under the Prior Supplemental Plan and each Plan Year thereafter, was permitted to elect the time and from of distribution with respect to each of the following sub-accounts for a Plan Year, which continue to be maintained hereunder:

(i) Compensation Deferrals,

(ii) Matching Credits,

(iii) Company Credits, and

(iv) Discretionary Credits.

The election specified whether distributions shall be made following the Participant’s Separation from Service (a “Separation Payment”), or at a specified date, without reference to the Participant’s Separation from Service (an “In-Service Payment”), and in a single lump sum or from two (2) to fifteen (15) annual installments. In the absence of a distribution election with respect to a particular subaccount, payment shall be made as a lump sum Separation Payment.

(b) Distribution Payment.

(i) Lump Sum. If a Separation Payment is to be made in a lump sum, such lump sum shall be paid on the Payment Date (as defined in Section 4, below) occurring in the year following the year of the Participant’s Separation from Service. If an In-Service Payment is to be made in a lump sum, such lump sum shall be paid on the Payment Date during the payment year designated by the Participant. The lump sum payment shall equal the balance of the Participant’s Account as of the Valuation Date (as defined in Section 4, below).

(ii) Installments. If a Separation Payment is to be made in annual installments, the first annual payment shall be made on the Payment Date occurring in the year

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following the year of the Participant’s Separation from Service. If an In-Service Payment is to be made in annual installments, the first annual payment shall occur on the Payment Date occurring during the payment year designated by the Participant. All subsequent installments shall be made on the anniversary of such first Payment Date. The amount of the first annual payment shall equal the value of 1/15^th (or 1/14^th, 1/13^th, 1/12^th, etc. depending on the number of installments elected) of the balance of the Participant’s Account as of the Valuation Date. All subsequent annual payments shall be in an amount equal to the value of 1/14^th (or 1/13^th, 1/12^th, 1/11^th, etc. depending on the number of installments elected) of the balance of the Participant’s Account as of the Valuation Date. The final annual installment payment shall equal the then remaining balance of such Account as of the Valuation Date.

(c) Changes to Prior Elections. A Participant may change the payment year and/or the form of an existing In-Service Payment election for a Plan Year by filing a new payment election, in the form specified by the Plan Administrator, at least 12 months prior to the original payment year (in the case of installment payments, the year of the first scheduled installment payment), provided that such new election delays the payment year by at least five years from the original payment year, and provided, further, that such change in election shall not be effective until 12 months from the date it is filed. Notwithstanding the foregoing, no change in the form of payment may accelerate In-Service Payments. No change in payment year or form of payment may be made with respect to a Separation Payment once elected. In addition, a Participant’s reemployment following the commencement of installment payments shall not cause any suspension or interruption in such installment payments.

(d) Cash-Out Payments. Notwithstanding the foregoing provisions, if the balance of a Participant’s Account under this Appendix D on the first day of the Plan Year following the year of his or her Separation from Service is $5,000 or less when combined with all “account balance plans” (as defined in Treas. Reg. Section 1.409A-1(c)(2)(A)(1)-(2)), then the entire remaining balance of the Participant’s Account shall be paid in a lump sum on the Payment Date of the year following the year in which the Participant’s Separation from Service occurs.

(e) Death or Disability Benefit. Upon the death or Disability of a Participant, the Participant or the Participant’s Beneficiary, as applicable, shall be paid the balance in his or her Account in the form of a lump sum payment, with such payment to be made within 90 days of the date of the Participant’s death or Disability. Such payment shall be in an amount equal to the value of the Participant’s Account of the last day of the calendar quarter following the Participant’s death or Disability, with the Measurement Funds being deemed to have been liquidated on that date to make the payment.

(f) Unforeseeable Emergency. In the event that the Plan Administrator, upon written request of a Participant, determines that the Participant has suffered an Unforeseeable Emergency, the Participant shall be paid from that portion of his or her Account resulting from his or her Compensation Deferrals, within 90 days following such determination, an amount necessary to meet the Unforeseeable Emergency need, after deduction of any and all withholding taxes as may be required by law.

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3. Forfeiture for Cause. Notwithstanding any other provision of the Plan, if a Participant Separates from Service for Cause (as defined below), or if the Plan Administrator determines that a Participant Separates from Service for any other reason had engaged in conduct prior to his or her separation which would have constituted Cause, then the Plan Administrator may determine in its sole discretion that such Participant’s Account under the Plan shall be forfeited and shall not be payable hereunder.

4. Definitions. Wherever used in this Appendix D, 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) Cause. “Cause” means a Participant’s (i) substantial failure or refusal to perform duties and responsibilities of his or her job as required by the Company, (ii) violation of any fiduciary duty owed to the Company, (iii) conviction of a felony or misdemeanor, (iv) dishonesty, (v) theft, (vi) violation of Company rules or policy, or (vii) other egregious conduct, that has or could have a serious and detrimental impact on the Company and its employees. The Plan Administrator, in its sole and absolute discretion, shall determine Cause. Examples of “Cause” may include, but are not limited to, excessive absenteeism, misconduct, insubordination, violation of Company policy, dishonesty, and deliberate unsatisfactory performance (e.g., Employee refuses to improve deficient performance).

(b) Disability. “Disability” means that a Participant either (i) has been determined to be eligible for Social Security disability benefits or (ii) is eligible to receive benefits under the Company’s long-term disability program as in effect at the time of disability.

(c) Payment Date. “Payment Date” means the time period beginning on March 1 and ending on March 15 in each respective Plan Year.

(d) Valuation Date. “Valuation Date” means February 28 for distributions paid on the Payment Date. If February 28 is not a business day on which the New York Stock Exchange is open, the Valuation Date shall be the first prior business day on which the New York Stock Exchange is open. For distributions that are paid after the Payment Date either due to the delay for set forth in Section 9.16 or due to an administrative error that is corrected within the same Plan Year, the Valuation Date shall be the date immediately prior to the date that the distributions are processed.

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