Exhibit 10.1
2701 Patriot Boulevard
Glenview, Illinois 60026
June 29, 2015
Mr. Michel Cup
Dear Michel:
On behalf of Mead Johnson Nutrition (“the Company”), I am pleased to extend our offer to join our leadership team. The following summarizes the key terms of our offer to join the Company.
Your position will be Executive Vice President & Chief Financial Officer, Level 21. I trust that in your conversations with us you have developed a good understanding of the responsibilities and obligations of the job. The position will be located in the Company’s headquarters location in Glenview, IL, USA.
The following table summarizes the primary elements of your offer to join the Company:
Element | | Comments |
| | | | |
Base Salary | | USD 700,000 | | |
| | | | |
Annual Incentive Plan: MJN Senior Executive Performance Incentive Plan | | Fully performing target range:
68% - 102%; Midpoint of 85% | | Your target bonus will be prorated based on hire date during first year of employment. |
| | | | |
Annual Long-Term Incentive (“LTI”) | | USD 1,858,000 | | Your LTI award target value for your grade level will be delivered in the form of Performance Share Units (PSUs), Stock Options, and Restricted Stock Units (RSUs). Individual LTI awards can be adjusted up or down from the target based on individual performance or other factors. LTI award guidelines are reviewed annually and may be adjusted periodically. Your first annual cycle grant will be delivered in 2016. LTI holdings are subject to the Company’s share ownership guidelines which stipulate that you own and retain shares of company stock equivalent to 3 (three) times base salary. |
| | | | |
Transition Equity Award | | USD 1,200,000 | | To be granted on the first day of the month following your hire date, delivered as 50% options (3-year graded vesting) and 50% RSUs (4-year cliff vesting) |
| | | | |
Transition Cash | | USD 650,000 (gross) | | Subject to clawback provisions upon voluntary resignation or termination for cause within 24 months of your hire date |
Vacation | | 4 weeks of vacation | | Vacation eligibility is earned at a rate of 10 percent of the annual allotment for each full calendar month worked in first calendar year. The full vacation allotment will be earned after your having worked 10 months of the calendar year. |
| | | | |
Employee Benefits Programs | | Benefits requiring election: medical/dental plans, reimbursement accounts, employee and dependent life insurance; The Mead Johnson & Company Retirement Savings Plan (401(k) plan). Benefits not requiring an election: Short-term and long-term disability plans; travel accident plan | | Benefits are subject to a 31 day enrollment period. Default medical plan, dental plan, and life insurance of two times base pay are in effect as of first day of employment. |
| | | | |
Change in Control Benefits | | You will be eligible to participate at the Tier 2 level: 2x base salary and bonus, as defined in the Plan. | | |
| | | | |
Relocation Assistance | | Relocation benefits will be offered to you consistent with the Company’s relocation policy | | Relocation Repayment Agreement required |
| | | | |
Other Elements | | Pre-placement Fitness for Work Evaluation and Background Check; Employment Eligibility (I-9) Documentation; Confidentiality Agreement | | |
We look forward to your joining the Company and hope you will find this offer satisfactory in every respect. If you have any questions, please do not hesitate to call me at 812-832-2438. Your anticipated start date is September 1, 2015.
Sincerely, | | |
| | |
/s/ Ian Ormesher | | |
Ian Ormesher | | |
Senior Vice President, Human Resources | | |
| | |
Cc: MJN Staffing | | |
| | |
I accept this offer with the terms and conditions as outlined in this letter: |
| | |
| | |
/s/ Michel Cup | | June 30, 2015 |
Michel Cup | | Date |
