Exhibit 10.1
JOHNSON & JOHNSON
CERTIFICATE - RESTRICTED SHARE UNIT
Granted To:
PID # Total Units:
Grant Date: Vesting Date:
Grant No. Grant Type No. of Units
Restricted Share
Units
1. Grant of Restricted Share Unit. 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 the above-stated number of Restricted Share Units
("RSUs") that will become vested in accordance with Section 2
hereof. Upon vesting of each RSU, you will receive one share of
Common Stock of Johnson & Johnson, par value $1.00 per share
("Common Stock"), at the Fair Market Value on the Vesting Date.
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. The
RSUs granted herein are subject to all of the terms and
conditions relating to RSUs contained in the Plan, and the terms
of the Plan are hereby incorporated herein by reference. 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 RSUs.
(a) General. Except as otherwise provided in this
Section 2, each RSU granted herein shall be vested on the Vesting
Date, provided that, on the Vesting Date, you are, and have been
at all times since the Grant Date, an employee of the Company.
For purposes of the RSUs, persons on Company-approved leaves of
absence are considered employees of the Company, but persons on
long-term disability are not considered employees of the Company,
unless otherwise required by law.
(b) Termination of Employment. If you cease to be
employed by the Company for any reason, including termination for
Cause, at any time before the Vesting Date, then except as
otherwise provided in this Section 2(c), 2(d), or 2(e) hereof,
the RSUs shall become null and void on your Date of Termination.
(c) Death While Actively Employed. If you die while
actively employed by the Company, then the RSUs shall be fully
vested as of your date of death, and your estate or any person
who acquires the RSUs by inheritance or devise shall receive
shares of Common Stock of Johnson & Johnson, as provided in
Section 4 hereof.
This document constitutes part of a prospectus covering securities
that have been registered under the Securities Act of 1933.
(d) Disability. If you cease to be employed by the
Company due to Disability, then you (or should you die, your
estate or any person who acquires the RSUs by inheritance or
devise) shall be vested in the RSUs on the Vesting Date without
regard to your employment status on that date, 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 RSUs shall vest on the Vesting Date, provided
that you have been continuously employed by the Company
from the date of your re-employment to your Vesting
Date;
(ii) if subsequent to terminating employment
due to Disability, your status changes to Retired, then
the RSUs shall vest on the Vesting Date, provided that
you have satisfied the age and Service requirements set
forth in Section 2(e) hereof as of the date you ceased
to be employed by the Company due to Disability;
otherwise, the RSUs will be null and void on the date
your status changes to Retired; and
(iii) if subsequent to terminating employment
due to Disability, you are no longer considered
Disabled for any reason other than death, reemployment
by the Company, or change in status to Retired, then
the RSUs shall be null and void as of the date you
cease to be Disabled.
(e) Retirement. If you Retire from employment with
the Company without being terminated for Cause and either (i) 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 (ii) you have attained age 62 as of your Date of
Termination, then you (or should you die, your estate or any
person who acquires the RSUs by inheritance or devise) shall be
vested in the RSUs on the Vesting Date.
(f) RSUs Granted Within Six (6) Months of Termination.
Notwithstanding any other provisions of this Section 2, 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, the RSUs shall
become null and void on your Date of Termination.
(g) Employment by a Competitor. Notwithstanding
the provisions of Sections 2(d) and 2(e) 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, the
RSUs shall become void on the date you are first Employed by
a Competitor.
3. Rights During Vesting Period. During the Vesting
Period, you shall not have any rights in, or with respect
to, any of the shares of Common Stock that may be issued or
transferred to you pursuant to Section 4 hereof, including,
but not limited to, any voting rights and the right to
receive any dividends (or dividend equivalents) that may be
paid or any distributions that may be made with respect to
such Common Stock.
4. Issuance of Shares; Tax Withholding; and Compliance
With Securities Laws.
(a) General. As soon as practicable after the Vesting
Date, you will receive from Johnson & Johnson one share of Common
Stock for each RSU that vested on that date, reduced by any whole
shares of Common Stock that are sold to satisfy any tax-withholding
obligation. If the proceeds of any such sale of Common Stock
exceed the amount necessary to satisfy your tax-withholding
obligation, the excess shall be paid to you in cash.
Notwithstanding the foregoing, 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. Notwithstanding Section
4(a) hereof, shares of Common Stock shall not be issued pursuant to
this Certificate, unless, on the Vesting Date, 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 vesting of the RSUs, 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.
5. Nontransferability of RSUs. The RSUs and any rights
granted hereunder may not be sold, 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 sell, transfer, assign,
pledge, hypothecate, or otherwise dispose of the RSUs or of any
rights granted herein contrary to the provisions of the Plan, or
upon the levy of any attachment or similar process upon the RSUs
or such rights, the RSUs and such rights shall, at the election
of Johnson & Johnson, become null and void.
6. 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 Vesting Period or for any other 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 RSUs
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) "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) "Committee" means the the Compensation & Benefits
Committee of the Board of Directors of Johnson & Johnson (or any
successor committee).
(c) "Company" means Johnson & Johnson and its
subsidiaries and affiliates, as determined by the Committee.
(d) "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 be
Disabled.
(e) "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.
(f) "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.
(g) "Grant Date" means the date on which the RSUs are
granted, as set forth above.
(h) "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.
(i) "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.
(j) "Vesting Date" means the date on which the RSUs
vest, as set forth above.
(k) "Vesting Period" means the period between the Grant
Date and the Vesting 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: /s/ Helen W. Hsu
Helen W. Hsu
Director, Equity Compensation Resources
Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, NJ 08933