Exhibit 10(g)
JOHNSON & JOHNSON
CERTIFICATE OF EXTRA COMPENSATION PLAN
WITNESSETH - WHEREAS, Johnson & Johnson (the "Company") wishes to
reward its employees, as well as employees of its subsidiaries (an "Employee")
for faithful service in the past and more particularly to encourage Employees in
their future work by permitting Employees to share in the growth and success of
the Company's enterprises by issuing to them Shares of Certificates of Extra
Compensation (the "CEC Shares"), and to that end to receive as extra
compensation sums based upon and measured by (a) the amount of cash dividends
from time to time declared upon an equal number of shares of common stock of the
Company (the "Common Stock") and (b) the formula value of such CEC Shares as
established pursuant to Article "NINTH" of this Plan (the "Formula Value") at
the time of termination of employment or death while in such employment:
NOW, THEREFORE, in consideration of the premises and the promises
herein contained, and so long as the Employee shall remain an Employee, it is
agreed that:
FIRST: The number of CEC Shares designated upon which the Employee's extra
compensation shall be based is the aggregate number of CEC Shares awarded to
such Employee in accordance with the Plan as evidenced by the written records of
Company.
SECOND: While the Employee remains an Employee, the Company shall pay to the
Employee on the same date on which is paid any cash dividend on the Company's
Common Stock, a sum equivalent to such cash dividend multiplied by the total
number of CEC Shares designated for such Employee, if the Employee was an
Employee on the Record Date for such dividend.
THIRD: In the event of the Employee's death while an Employee, the Company shall
pay to the Employee's beneficiary (as last recorded over the Employee's
signature on the records of the Company) a sum of money which shall be
determined as a percentage of the Formula Value of such CEC Shares. This
percentage shall be based upon the period elapsing between the date a CEC Share
has been awarded and death, as follows:
- In the event of death within eighteen (18) months of the date of an
award: 30%
- In the event of death after eighteen (18) months but within forty-two
(42) months of the date of an award: 70%
- In the event of death after forty-two (42) months of the date of an
award: 100%
In the event of the termination of the Employee's employment because of
Retirement, physical or mental disability, or otherwise (except by reason of
death), the Company shall pay to the Employee a sum of money which shall be
determined as a percentage of the Formula Value of such CEC Shares. For purposes
of this Plan, the term "Retirement" shall mean a termination of employment
following an employee's entitlement to normal retirement or early retirement
benefits under the Consolidated Retirement Plan of Johnson & Johnson or its
successor, pursuant to the terms of the plan in effect on the date the employee
terminates employment. For the purposes of this Plan, an Employee placed on
long-term disability is not
considered to be an Employee. This percentage shall be based upon the period
elapsing between the date a CEC Share has been awarded and such termination of
employment, as follows:
- In the event of such termination within twelve (12) months of the date
of an award: 0%
- In the event of such termination after twelve (12) months but within
twenty-four (24) months of the date of an award: 20%
- In the event of such termination after twenty-four (24) months but
within thirty-six (36) months of the date of an award: 40%
- In the event of such termination after thirty-six (36) months but
within forty-eight (48) months of the date of an award: 60%
- In the event of such termination after forty-eight (48) months but
within sixty (60) months of the date of an award: 80%
- In the event of such termination after sixty (60) months from the date
of an award: 100%
The Company shall pay any such sum of money due under this Article "THIRD",
in a single lump sum, unless Employee has: (1) made a timely deferral election,
pursuant to the provisions of Article "SEVENTH" to defer receipt of such sum
upon his/her Retirement, and (2) retired, pursuant to the definition of
Retirement in this Article "THIRD" above.
FOURTH: At the election of each Employee, to be made as provided for below, the
payment of any sum due to an Employee upon his/her Retirement may be deferred
and paid in either a single lump sum or in installments. A lump sum payment may
be deferred for up to ten taxable years following the Employee's Retirement
date. If installment payments are elected, the first installment payment may be
made immediately upon Retirement or be deferred for up to ten taxable years.
Installment payments will be made annually (in the manner described below) and
in approximately equal installment amounts (i.e., the value of the CEC payout
balance, plus accrued interest, divided by the number of remaining
installments). The minimum number of annual installments is two (2) and the
maximum number is fifteen (15). An Employee may elect to defer up to 100% of the
value of his/her total CEC holdings at Retirement; or, any percentage increment
less than that. The following rules shall apply with respect to all payments:
a) Immediate Lump Sum Payment - The Employee will receive the full
value of his/her CEC holdings in the calendar month of his/her
Retirement effective date. Employees retiring prior to the
determination of the prior years CEC value will receive 97% of the
estimated value with the remainder paid shortly after the final value
is determined.
b) Deferred Lump Sum Payment - The Employee will receive the full value
of his/her CEC holdings, plus any accrued interest, on or about January
15 of the year he/she elects to receive payment in.
c) Immediate Commencement of Installments - The Employee will receive
the first installment in the calendar month of his/her Retirement
effective date. All subsequent installments, plus any accrued interest,
will be paid on or about January 15 of each year.
d) Deferred Commencement of Installments - The Employee will receive
the first and all subsequent installments, plus any accrued interest,
on or about January 15 of each year.
FIFTH: With respect to any portion of the Formula Value of an Employee's CEC
holdings on his/her Retirement date which is deferred and/or to be paid in
installments, interest shall be paid by the Company from the effective date of
Retirement to the date of any such payment. The interest rate for all deferred
amounts shall be fixed at the Employee's date of Retirement. The interest rate
shall be determined by the Treasurer of the Company, in his or her sole
discretion, based on the yield curve of actively-traded United States Government
debt at the date of Retirement and a period comparable to the length of the
period of the deferral and installments.The rate shall be rounded to 1 decimal
place. The interest shall be compounded semi-annually on, the last calendar day
of June and December of each year. Once established, the interest rate shall
remain fixed for the period of the deferral.
SIXTH: In the event of death of an Employee (whether or not prior to the
termination of his/her employment) the Company will make payment in full of the
balance, plus any accrued interest, as soon as administratively practical in a
single lump sum payment to the designated beneficiary.
SEVENTH: An election by an Employee to defer payment or elect installments of
all or a part of the Formula Value of his/her CEC holdings on his/her Retirement
date beyond his/her effective Retirement date must be made a minimum of twelve
(12) months prior to the date of such Retirement date. Any such election may be
revised or revoked up to twelve (12) months prior to such Retirement date. For
the twelve month period prior to such Retirement date, any election is
irrevocable and thus may not be revoked or otherwise revised.
The Company may disallow an Employee's desire to defer payments and/or
elect installments if it determines that such participation would jeopardize the
Plan's compliance with applicable law or the Plan's status as a "top hat plan"
under ERISA.
An election to defer payment and/or be paid in installments is
effective only when filed with the administrator referred to in Article
"FIFTEENTH" on the form utilized for such purpose. Any election made after the
required deadline shall be disregarded.
AN ELECTION TO DEFER AND/OR BE PAID IN INSTALLMENTS SHOULD ONLY BE MADE
IN CONSULTATION WITH AN EMPLOYEE'S TAX AND/OR FINANCIAL ADVISOR.
EIGHTH: The number of CEC Shares designated and upon which is based and by which
is measured the extra compensation of the Employee shall be increased
proportionately from time to time to the extent that a stock split or a dividend
in Common Stock is declared and paid upon the issued and outstanding Common
Stock of the Company. Likewise, the number of CEC Shares shall be reduced
proportionately from time to time to the extent that the number of CEC Shares of
issued and outstanding Common Stock of the Company is reduced by reorganization,
reduction of capital, or otherwise.
NINTH: For the purposes of Article "THIRD" of this agreement, the Formula Value
of the CEC Shares shall be determined by the Company's Board of Directors which
shall, except in the event mentioned below, determine such Formula Value as the
sum of one-half of the asset value per share of Common Stock plus one-half of
the earning-power value per share of Common Stock calculated as follows:
The sum of one-half of the consolidated net asset value per share of
Common Stock (being assets per share, less liabilities (including
reserves, other than surplus reserve) per share, as such assets and
liabilities appear on the books of the Company and its subsidiaries as
of the fiscal year end immediately preceding the date of valuation)
plus one-half of the consolidated earning-power value per share of
Common Stock (determined as the average of annual net earnings per
share of Common Stock after all taxes as such net earnings appear on
the books of the Company and its subsidiaries for five (5) fiscal years
preceding the date of valuation, capitalized as a return on capital
invested at eight percent (8%), i.e., a multiple of twelve and one-half
(12 1/2) times such average earnings per share).
For the purpose of the foregoing calculation, the books of the Company
and its subsidiaries shall be conclusive. The method of consolidation shall be
that adopted by the Company in preparing the last previous annual report to its
stockholders, including appropriate provision for taxes both foreign and
domestic which might be incurred in remitting income of the subsidiaries to the
Company. The decisions of the Company's Treasurer at all times, and from time to
time, as to procedures to be adopted in maintaining the books of the Company and
its subsidiaries, preparation of balance sheets and income statements, method of
and adjustments made in consolidation, and all matters of accounting practice
and procedures shall be conclusive.
In the event that it shall be the opinion of the Board of Directors of
the Company that the calculation made as provided above does not result in a
true value, as of any date at which under Article "THIRD" such determination is
necessary, the Board, in its sole discretion, may, but shall not be obligated
to, vary the formula by which the Formula Value of the CEC Shares is determined.
The Board of Directors shall, on or before May fifteenth of each year,
determine and announce the Formula Value of the CEC Shares as of the immediately
preceding fiscal year end for the purposes of this Plan.
TENTH: Dividends and share values are used herein only as measures of the extra
compensation to be paid hereunder. Nothing herein contained shall be construed
as an agreement to transfer to the Employee, or to his/her beneficiary, nor
shall either acquire, by virtue of his/her being awarded CEC Shares, any right,
title, or interest whatsoever in or to, any of the Company's Common Stock.
ELEVENTH: No right of benefit to CEC Shares awarded under the Plan is
assignable. The Company does not fund the obligations created by the Employee
participation in the CEC Plan. Rather, the Company makes an unsecured promise to
pay these obligations out of general corporate assets. This applies to
obligations for both active and retired participants. Certificates representing
CEC Shares will not be issued. Instead the number of CEC Shares awarded shall be
recorded on the books of the Company.
TWELFTH: Regular part-time employees (those working 20 hours or more a week)
shall be considered Employees under this Plan. Any change to part-time status of
less than 20 hours a week shall be considered a termination, provided, however,
that in the event such employee is over the age of 55, such employee shall, for
purposes of this Plan only, be deemed to have elected Retirement as defined in
Article THIRD. Nothing contained in the Plan shall be construed to alter the
present employment for an indefinite term, which is terminable by either
Employee or Company without prior advance notice to the other.
THIRTEENTH: An Employee who leaves the Company or one of its subsidiaries, at
the request of the Company, to work at a joint venture operation in which the
Company (or one of its subsidiaries) has a minority partnership interest, may,
in the sole discretion of the Management Compensation Committee, be considered
an "Employee" solely for the purposes of this Plan for a period of up to three
years following his or her departure from the Company. This arrangement may be
extended for up to two additional years, if the Management Compensation
Committee, in its sole discretion, determines that it is in the best interest of
the Company to do so. If any such person ceases employment with such a joint
venture operation, without a concomitant return to employment with the Company
(or one of its subsidiaries), then such person shall immediately be considered
to be terminated, and cease to be considered an Employee, for the purposes of
this Plan.
FOURTEENTH: An Employee may designate one or more beneficiaries to receive the
value of his/her payout upon death. Should a beneficiary predecease the
Employee, or should a beneficiary not be named, the amount designated for such
beneficiary or the Employee's payout balance, as the case may be, will be
distributed to the Employee's Estate. Beneficiary designations may be made or
revised at any time by submitting a Beneficiary Designation Form to the
administrator set forth in Article "Sixteenth". The beneficiary or beneficiaries
indicated in such Form shall supersede any prior designation.
FIFTEENTH: In the first quarter of each calendar year, statements will be sent
to active Employees participating in the CEC Plan as well as to retirees with
deferred CEC holdings. The report for active Employees will provide the value of
CEC holdings based on the prior years' final CEC value. The statement will also
include previously made deferral elections and beneficiary designations. The
report for retirees will provide the deferred CEC payout balance plus interest,
as well as the deferred and/or installment election and beneficiary
designations.
SIXTEENTH: The CEC Plan is administered by the Extra Compensation Services
Department at the Corporate Headquarters of Company. Questions in regard to the
administration of the CEC Plan should be addressed to it.
The Board of Directors, within its discretion, shall have the authority
to: (1) terminate or amend the Plan, and (2) to cancel, or amend the terms of,
the CEC Shares granted hereunder, without the necessity of obtaining further
approval of the Employees who hold the CEC Shares. No such termination,
cancellation or amendment shall have the effect of (1) reducing the dollar value
of any vested CEC Shares (whether when paid out or deferred) to less than 100%
of their aggregate Formula Value as of the fiscal year end immediately preceding
any such termination, cancellation or amendment, (2) increasing the vesting
period under Article "THIRD" of any CEC Shares, or (3) delaying payment (or
payments) due to the CEC Share holders.
In the event of a termination of the Plan, or a cancellation of the CEC
Shares granted hereunder, the Company shall pay to the Employee a sum of money
which shall be determined in accordance with the provisions of Article "THIRD"
relating to termination of employment due to Retirement, physical or mental
disability, or otherwise (except by reason of death). Payments under this
provision shall be made in a single lump sum within 90 days of such termination
or cancellation.