Johnson Controls, Inc. Post Office Box 591 Milwaukee, WI 53201-0591 Tel. 414-524-2233 FAX: 414-524-3311 John M. Barth Chairman and Chief Executive Officer Mr. Giovanni Fiori Via Riaffrico, 38 51016 Montecatini Terme (Pistoia) ITALY November 29, 2004

Exhibit 10.S

Xxxxxxx Controls, Inc.

0000 Xxxxx Xxxxx Xxx Xxxxxx

Post Xxxxxx Xxx 000

Xxxxxxxxx, XX 00000-0000

Tel. 000-000-0000

FAX: 000-000-0000

Xxxx X. Xxxxx

Chairman and

Chief Executive Officer

Xx. Xxxxxxxx Xxxxx
Xxx Xxxxxxxxx, 00
00000 Xxxxxxxxxxx Xxxxx
(Xxxxxxx) XXXXX

November 29, 2004

Dear Xxxx:

Upon your signature, this letter shall be effective as an amendment to the Executive Employment Agreement covering your employment by Xxxxxxx Controls, Inc. or its affiliated companies, (“JCI”). It is recognized that you are not covered by a JCI pension, unlike other members of JCI senior management, and to compensate for this difference it is agreed as follows:

1. Should you choose to work at JCI until your 65^th birthday, you would be paid a supplemental pension of E25,000 per month until your death.

2. Should you choose to take early retirement prior to your 65^th birthday, you would be paid a severance payment of E2,000,000 in lump sum upon such early retirement in lieu of any pension. Such severance payment would be paid upon execution of the Agreement attached as Exhibit A.

3. You will be enrolled in the JCI Executive Survivor Plan effective immediately to provide protection against the financial impact of death prior to your retirement. The Plan is attached as Exhibit B.

Your actual retirement date would need to be mutually agreed upon between us no later than July 1, 2006. If you understand the terms of this letter and are in agreement with its terms, please sign both copies of this letter and keep one copy for your personal files.

XXXXXXXX XXXXX		XXXXXXX CONTROLS, INC.
/s/ XXXXXXXX XXXX		By: /s/ XXXX X. XXXXX
Date: December 2, 2004		Title: President & CEO

Xxxxxxx Controls, Inc.

0000 Xxxxx Xxxxx Xxx Xxxxxx

Post Xxxxxx Xxx 000

Xxxxxxxxx, XX 00000-0000

Tel. 414/000 0000

FAX: 414/000 0000

EXHIBIT A

SETTLEMENT AGREEMENT

BETWEEN

________________________ with registered office at _____________________, (hereinafter “The Company”) in the person of its special attorney, by virtue of the special power of attorney granted to him on ______________ — on the one part –

AND

_______________, born in __________, on _____________ and resident at _______________________, — on the other part –

WHEREAS

	a)	There has been an employment relationship in force for an indefinite term between _________and _________since _________.
	b)	The parties have decided to mutually terminate the employment between _________and _________and to finally settle all outstanding questions in relation to the same.

NOW HAVING REGARD TO ALL THE ABOVE

with a view to settling all outstanding questions as indicated above and preventing any other

question arising from the employment relationship arising between the parties, the parties,

HEREBY AGREE AND STIPULATE AS FOLLOWS

1. Recitals.

The above Recitals are incorporated herein and form a substantial part of these Minutes.

2. Termination of employment.

A)	The employment relationship between the parties will be terminated by mutual agreement for all legal effects by virtue of the consent expressed herein on the date hereof, i.e. _________, and waiving all reciprocal obligations relative to notice.
B)	The Company by virtue of the mutual termination of the employment undertakes to pay to Mr. _________all the indemnities and the amounts due to him by virtue of the termination of his employment due by law (vacation not taken, thirteenth and fourteenth monthly salary installments, severance pay). The latter indemnities are equal to _________gross.
C)	Mr. ___simply reserves the right to carry out an accounting check upon the exactness of the calculations relative to the indemnities and amounts due to him at the end of his employment as soon as he has checked the relating salary details.

3. Incentive to leave the Company.

The Company shall also pay to Mr. _________the sum of USD ___gross (and thus _________net) by way of incentive to leave the Company as provided by Art. 12, paragraph 4, lett. b) of Law n. 153 of April 30, 1969 as amended by Art. 6 of Legislative Decree n. 314 of September 2, 1997 n. 314. As Mr. _________is more than 55 years of age the above sum will be taxed at the same tax rate as severance pay (T.F.R.) reduced by one half, as provided under Art. 17, 4^th paragraph of Presidential Decree n. 917 of December 22, 1986.

4. Ways and terms of payment.

The sum indicated in point 2B (amounts due upon termination of his employment) shall be paid as soon as the relative figures are available, but in any event by and no later than _________. The sum indicated in point 3 above shall be paid to Mr. _________through _________upon execution of the minutes of settlement before the Direzione del Lavoro of _________, which the Company has already asked for the parties to be summoned.

5. Waivers.

With the full and due fulfillment of all the obligations contained in this agreement the parties declare that they do not have anything further to claim from each other and that

they waive any claim or request in any way connected or associated with or even caused by the employment relationship with the manager and its termination and thus by way of example only also waive any claim relative to a different seniority, to salary arrears of any nature and type, to further damages also under articles 2116, 2103 and 2087 Civil Code.

In particular, Mr. _________waives any claims for compensation and thus, by way of example only, for biological damages, damages from demotion, damage to his personal life, damage to health, patrimonial damage, moral damage for mobbing, both direct and indirect past, present and future.

Finally the Company vis-à-vis such waivers, declares that it will hold Mr. _________harmless against any liability which he may have incurred in the lawful performance of his duties during his employment with the Company.

The fulfillment of the conditions set forth in the above points, in accordance with the mutual intent of making this agreement a general and all inclusive settlement, will remove the grounds for any claim past, present or future, which is based, in any way on the relationship between the parties as indicated above.

The lawyers of the parties sign this settlement by way of waiver to their joint and several right under article 68 LPF.

Read Confirmed Signed.