JOHNSON & JOHNSON
CERTIFICATE - STOCK OPTION
Granted To:
PID # Total Shares:
Grant Date: Purchase Price:
Grant No. Grant Type No. of Shares
NQSO
1. Grant of Option. Subject to the terms and conditions
of this Certificate and the Johnson & Johnson 2005 Long-Term
Incentive Plan, as amended from time to time (the "Plan"),
Johnson & Johnson, a New Jersey corporation, hereby grants you an
option to purchase from it the above-stated number of shares of
common stock of Johnson & Johnson, par value $1.00 per share
("Common Stock"), at the above-stated price. Except where the
context clearly indicates otherwise, each capitalized term used
herein shall have the definition assigned to it by this
Certificate or, to the extent that this Certificate does not
define a capitalized term used herein, by the Plan. A copy of
the Plan is available in and from the Office of the Secretary of
Johnson & Johnson, One Johnson & Johnson Plaza, New Brunswick, NJ
08933 (732-524-0400).
2. Exercise of Option. This option, and the exercise of
this option, is subject to all of the terms and conditions
relating to Non-Qualified Stock Options ("NQSOs") contained in
the Plan. The terms of the Plan are hereby incorporated herein
by reference.
(a) Vesting. This option may not be exercised until
the day following the third anniversary of the above Grant Date,
provided that if you die while actively employed by the Company,
this option shall vest on your date of death. Once vested, this
option shall be exercisable in its entirety. This option may not
be exercised after the Expiration Date or after any earlier date
on which this option is terminated in accordance with this
Certificate.
(b) Exercise Procedure. Subject to the conditions set
forth in this Certificate and the Plan, you may exercise this
option by providing a written notice of exercise in accordance
with Section 8 hereof. Your exercise of this option shall be
effective upon Johnson & Johnson's receipt of the written notice.
This notice must be followed by payment in full of the purchase
price and any applicable taxes required by law in accordance with
Sections 4 and 8 hereof. You may purchase less than the number
of shares covered hereby. You may not exercise this option for a
fractional share.
(c) Continuous Employment Required. Except as
otherwise provided in Section 3 hereof, this option may not be
exercised unless, on the date of exercise, you are, and have been
at all times since the Grant Date, an employee of the Company.
For purposes of this option, persons on Company-authorized leaves
of absence are considered employees of the Company, but persons
on long-term disability are not considered employees of the
Company.
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
3. Provisions for Termination.
(a) Exercise After Termination of Employment. If you
cease to be employed by the Company for any reason, including
termination for Cause, then except as otherwise provided in this
Section 3,
(i) if this option has not vested as of your
Date of Termination, this option shall become void on
your Date of Termination; or
(ii) if this option has vested as of your
Date of Termination, your right to exercise any
unexercised portion of this option shall terminate (i)
three (3) months after your Date of Termination or (ii)
on the Expiration Date, whichever occurs first.
(b) Exercise After Death. If you die while actively
employed by the Company, then this option shall be fully vested
as of your date of death, and your estate or any person who
acquires this option by inheritance or devise shall have the
right to exercise any unexercised portion of this option during
the remaining term of this option.
(c) Exercise After Disability. If you cease to be
employed by the Company due to Disability, any unvested or
unexercised portion of this option may be exercised by you in
whole or in part during the remaining term of this option by you
(or should you die within said period, then by your estate or any
person who acquires this option by inheritance or devise) at such
times and to the extent you could have exercised this option had
your employment not terminated, provided that:
(i) if subsequent to terminating employment
due to Disability, you are no longer considered
Disabled because you are re-employed by the Company,
then the terms of any unexercised portion of this
option shall be governed by Section 2 hereof; and
(ii) if subsequent to terminating employment
due to Disability, your status changes so that you are
no longer considered Disabled for any reason other than
death or re-employment by the Company, then the terms
of any unexercised portion of this option shall be
governed by Section 3(a) or 3(d) hereof, whichever is
applicable, based on your age and years of Service on
the date you ceased to be employed by the Company due
to Disability, provided that any time limitation for
exercising this option that is specified in Section
3(a) or 3(d) hereof shall commence as of the date you
were no longer considered Disabled.
(d) Retirement. If you Retire from employment with
the Company without being terminated for Cause, then you (or
should you die, your estate or any person who acquires this
option by inheritance or devise) shall have the right to exercise
this option as follows:
(i) if you have at least ten (10) years of
Service with at least five (5) consecutive years of
Service immediately before your Date of Termination, or
have attained age 62 as of your Date of Termination,
you shall be eligible to exercise any unvested or
unexercised portion of this option, in whole or in
part, during the remaining term of this option at such
times and to the extent you could have exercised this
option had your employment not terminated; or
(ii) if you do not meet the conditions set
forth in paragraph (i) of this Section 3(d), your right
to exercise any unexercised portion of your option
shall terminate on (x) the third (3rd) anniversary of
your Date of Termination or (y) the Expiration Date,
whichever occurs first, provided that, if this option
is not vested as of your Date of Termination, this
option shall become void on that date.
(e) Option Granted Within Six (6) Months of
Termination. Notwithstanding any other provisions of this
Section 3, if the Grant Date occurred within the six (6) months
immediately preceding your Date of Termination, and your
termination of employment was for any reason other than death,
this option shall become void on your Date of Termination.
(f) Employment by a Competitor. Notwithstanding
the provisions of Sections 3(c) and 3 (d) hereof, if you
ceased to be employed by the Company due to Disability or
Retirement and you are Employed by a Competitor within
eighteen (18) months after your Date of Termination, then
(i) if this option is unvested on the
date you are first Employed by a Competitor, this
option shall become void as of that date; or
(ii) if this option is vested on the
date you are first Employed by a Competitor, you
shall have the right to exercise this option until
(A) the date that is three (3) months after you
are first Employed by the Competitor or (B) the
Expiration Date, whichever occurs first.
4. Payment of Purchase Price. The purchase price for
shares of Common Stock purchased upon exercise of this
option and any applicable taxes required by law shall be
paid in U.S. dollars or, at the discretion of the Committee
and in accordance with procedures approved by the Committee,
in (1) Common Stock valued at Fair Market Value at the close
of the business day immediately preceding the date of
exercise or (2) a combination of such Common Stock and cash;
provided that:
(i) fractional shares of Common Stock
shall not be accepted in payment of the purchase
price;
(ii) shares of Common Stock that you
acquired within the six (6) month period
immediately preceding the date of exercise may not
be used to pay the purchase price; and
(iii) shares of Common Stock that were
issued to you by Johnson & Johnson upon your
exercise of an incentive stock option within the
one (1) year period immediately preceding the
exercise of this option may not be used to pay the
purchase price.
5. Delivery of Shares; Compliance With Securities Laws,
and Other.
(a) General. Johnson & Johnson shall, after receiving the
purchase price for the shares of Common Stock purchased and paid
for under this option, make delivery of such shares to you,
provided that if any law or regulation requires Johnson & Johnson
to take any action with respect to such shares before the
issuance thereof, the date of delivery of such shares shall be
extended for the period necessary to complete such action.
(b) Registration and Listing. This option shall not be
exercisable unless at the time of exercise there is in effect a
current registration statement or amendment thereto under the
Securities Act of 1933, as amended, covering the shares of Common
Stock to be issued upon exercise of this option and such shares
are authorized for listing on the New York Stock Exchange.
Nothing herein shall be deemed to require Johnson & Johnson to
apply for, to effect or to obtain such registration or listing.
6. Nontransferability of Option. This option is
exercisable during your lifetime only by you, and no rights
granted hereunder may be transferred, assigned, pledged or
hypothecated in any way (whether by operation of law or
otherwise), other than by will or the laws of descent and
distribution. Nor shall any such rights be subject to execution,
attachment or similar process, other than in accordance with the
terms of the Plan. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of this option or of such rights
contrary to the provisions of the Plan, or upon the levy of any
attachment or similar process upon this option or such rights,
this option and such rights shall, at the election of Johnson &
Johnson, become null and void.
7. No Special Employment Rights. Nothing contained in the
Plan or this Certificate shall be construed or deemed by any
person under any circumstances to bind the Company to continue
your employment for the period within which this option may be
exercised or for any other period.
8. Notices. Unless Johnson & Johnson notifies you
otherwise in writing, all notices, designations, and payments to
be submitted to Johnson & Johnson in connection with this option
shall be addressed to:
Equity Compensation Resources
One Johnson & Johnson Plaza
New Brunswick, NJ 08933
9. Definitions. The following capitalized terms shall
have the definitions set forth below for purposes of this
Certificate:
(a) "Cause" means your termination by the Company (i)
following your conviction for or a plea of nolo contendere to the
commission of a felony under federal or state law, or (ii) for an
act(s) that, in the Committee's opinion, constitutes fraud,
embezzlement, dishonesty, disclosure of confidential information,
the willful and deliberate failure to perform your employment
duties in any material respect, a conflict of interest, or any
other event that is inimical or contrary to the best interests of
the Company. Any determination of "Cause" shall be made by the
Committee in its sole discretion, and its determination shall be
final and binding.
(b) "Company" means Johnson & Johnson and its
subsidiaries and affiliates, as determined by the Committee.
(c) "Date of Termination" means the last date on which
you were in an active employment status with the Company.
Specifically, if you are covered by a severance agreement or
arrangement, the Date of Termination shall be your last date of
active employment with the Company, not the date corresponding to
the end of the severance period. If you become Disabled, your
Date of Termination is the date on which you are considered to
become Disabled.
(d) "Disability" or "Disabled" means termination of
employment with the Company accompanied by a change in status to
"disabled" in accordance with the personnel and/or human
resources policy of the Company.
(e) "Employment by a Competitor" or "Employed by a
Competitor" means engaging in any activity or providing services,
whether as a director, employee, advisor, consultant, or
otherwise, for any corporation or other entity that is a
competitor of the Company. The Committee shall determine whether
you are Employed by a Competitor in its sole discretion, and its
determination shall be final.
(f) "Expiration Date" means the tenth anniversary of
the Grant Date.
(g) "Retire" or "Retirement" means termination of
employment after the later of (A) the attainment of age 55, or
(B) the earliest date on which you could retire and receive a
benefit under the Company-sponsored defined benefit retirement
program, plan, or agreement in which you are participating on
your Date of Termination.
(h) "Service" means employment with Johnson & Johnson
or one of its subsidiaries or affiliates, while that corporation
or other legal entity was a subsidiary or affiliate of Johnson &
Johnson, unless the Committee has otherwise provided on or before
the Grant Date.
10. Miscellaneous.
(a) Except as provided herein, this Certificate may not be
amended or otherwise modified unless evidenced in writing and
signed by Johnson & Johnson.
(b) This Certificate shall be governed by and construed in
accordance with the laws of the State of New Jersey without
giving effect to conflict of laws principles, except to the
extent superseded by federal law.
Johnson & Johnson
By:
______________________________
Helen W. Hsu
Director, Equity Compensation
Resources
Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, NJ 08933
JOHNSON & JOHNSON
CERTIFICATE - RESTRICTED SHARES TO NON-EMPLOYEE DIRECTORS
Granted To:
PID # Total Shares:
Grant Date: Grant Price:
Grant No. Grant Type No. of Release
Shares Date
Restricted
Shares
1. Grant of Restricted Shares. Subject to the terms and
conditions of this Certificate and the Johnson & Johnson 2005
Long-Term Incentive Plan, as amended from time to time (the
"Plan"), Johnson & Johnson, a New Jersey corporation, hereby
grants you an award of Restricted Shares consisting of the above-
stated number of shares of Common Stock of Johnson & Johnson, par
value $1.00 per share, at the above Grant Price (the "Restricted
Shares"). Except where the context clearly indicates otherwise,
each capitalized term used herein shall have the definition
assigned to it by this Certificate or, to the extent that this
Certificate does not define a capitalized term used herein, by
the Plan. A copy of the Plan is available in and from the Office
of the Secretary of Johnson & Johnson, One Johnson & Johnson
Plaza, New Brunswick, NJ 08933 (732-524-0400).
2. Vesting of Restricted Shares. The Restricted Shares
granted hereunder shall be vested and nonforfeitable at all
times.
3. Transfer Restrictions. During the Restriction Period,
the Restricted Shares and any rights or interests therein, may
not be sold, assigned, transferred, or otherwise disposed of, or
mortgaged, pledged, hypothecated, or otherwise encumbered until
the Release Date. The Committee shall enforce the transfer
restriction in whatever manner it determines to be most
effective, including, but not limited to, (i) "stop transfer"
instructions and (ii) a legend noting the transfer restriction
on any certificates that may be issued with respect to the
Restricted Shares.
4. Dividend and Voting Rights During the Restriction
Period; Adjustments in Restricted Shares.
(a) Dividends. During the Restriction Period, you
shall have the right to receive dividends in cash or other
property or distribution rights in respect of the Restricted
Shares, provided that any securities of Johnson & Johnson
that are distributed to you during the Restriction Period by
reason of your holding the Restricted Shares shall be deemed
to be Restricted Shares and shall be subject to the all of
the terms, conditions, and restrictions set forth herein.
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
(b) Voting Rights. During the Restriction Period, as
the owner of record, you shall have the right to vote the
Restricted Shares.
(c) Adjustments in Restricted Shares. In the event of
any change in the outstanding Common Stock of Johnson & Johnson
by reason of a stock dividend or distribution, recapitalization,
merger, consolidation, split-up, combination, exchange of shares
or the like, the Committee shall make equitable adjustments in
the Restricted Shares corresponding to adjustments made by the
Committee in the number and class of shares of Common Stock that
may be issued under the Plan. Any new, additional, or different
securities to which you may become entitled in respect of the
Restricted Shares by reason of such adjustments shall be deemed
to be Restricted Shares and shall be subject to all of the terms,
conditions, and restrictions as set forth herein.
5. Evidence of Interest in Restricted Shares. The
Restricted Shares granted hereunder shall be evidenced by an
interest in such Restricted Shares registered in your name on the
books and records of Johnson & Johnson or its designee, or by
physical certificates, if such certificates are issued with
respect to the Restricted Shares, subject to the transfer
restrictions imposed in Section 3 hereof. Johnson & Johnson
shall hold any physical certificates that are issued with respect
to the Restricted Shares in escrow on your behalf during the
Restriction Period.
6. Lapse of Transfer Restriction. As soon as practicable
after the Release Date, Johnson & Johnson shall cause the
transfer restrictions on the Restricted Shares imposed under
Section 3 hereof to be removed and shall deliver to you any
physical certificates that were issued with respect to the
Restricted Shares and held in escrow on your behalf by Johnson &
Johnson during the Restriction Period.
7. Notices. Unless Johnson & Johnson notifies you
otherwise in writing, all notices, designations, and payments to
be submitted to Johnson & Johnson in connection with the
Restricted Shares shall be addressed to:
Equity Compensation Resources
One Johnson & Johnson Plaza
New Brunswick, NJ 08933
8. Definitions. The following capitalized terms shall
have the definitions set forth below for purposes of this
Certificate:
(a) "Committee" means the Compensation & Benefits
Committee of the Board of Directors of Johnson & Johnson (or any
successor committee).
(b) "Grant Date" means the date on which the
Restricted Shares were granted, as set forth above.
(c) "Release Date" means the earlier of (i) the third
anniversary of the Grant Date, or (ii) your date of death or
disability (as determined by the Committee).
(d) "Restricted Share" means a share of Common Stock
of Johnson & Johnson that is subject to the terms and conditions
set forth in this Certificate.
(e) "Restriction Period" means the period between the
Grant Date and the Release Date.
9. Miscellaneous.
(A) Except as provided herein, this Certificate may not be
amended or otherwise modified unless evidenced in writing and
signed by Johnson & Johnson.
(B) This Certificate shall be governed by and construed in
accordance with the laws of the State of New Jersey without
giving effect to conflict of laws principles, except to the
extent superseded by federal law.
Johnson & Johnson
By:
______________________________
Helen W. Hsu
Director, Equity Compensation
Resources
Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, NJ 08933