Exhibit 10(i)
JOHNSON & JOHNSON
EXECUTIVE INCOME DEFERRAL PLAN
The Johnson & Johnson Executive Income Deferral Plan (the "Plan") is
intended to permit a select group of executives to defer income which would
otherwise be immediately payable to them under various compensation and/or
incentive plans of Johnson & Johnson (the "Company").
1. ADMINISTRATION. The Plan is administered by the Compensation
Committee of the Company's Board of Directors. The Committee shall have
responsibility for determining which investments will from time to time be
available under the Plan and shall review the investment options at least once
every three years. The Committee shall make all decisions affecting the timing,
price or amount of any and all of the Deferred Awards (as hereinafter defined)
of participants subject to Section 16 of the Securities Exchange Act of 1934, as
amended, but may otherwise delegate any of its authority under the Plan.
2. ELIGIBILITY. Eligibility to defer income and other amounts under the
Plan will be initially limited to members of the Executive Committee of the
Company. The Committee may from time to time expand eligibility to defer
compensation under the Plan to other executives of the Company. The Committee,
however, has the authority to refuse to permit any executive to participate in
the Plan or elect to defer payments, if the Committee 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.
3. DEFERRAL INTO AN INCOME DEFERRAL ACCOUNT OR ESTATE PRESERVATION
PLAN. Participants may elect to defer up to (i) fifty percent (50%) of annual
salary, (ii) one hundred percent (100%) of cash and/or stock awards under the
Company's Executive Incentive Plan, (iii) one hundred percent (100%) of dividend
equivalents paid under the Company's Certificate of Extra Compensation ("CEC")
Plan and (iv) one hundred percent (100%) of dividend equivalents paid on
deferred "gain" shares under the Company's Stock Option Gain Deferral Plan.
Amounts so deferred are known as "Deferred Awards" and will be directed, at the
election of a participant, to either an "Income Deferral Account" or the Estate
Preservation Plan (as described below). A participant's decision to defer under
the Plan must be made on or before September 30 of the year prior to the
commencement of the fiscal year as to which the compensation, bonus, incentive
payment or dividend equivalent monies to be deferred will be earned.
Notwithstanding the foregoing, the required notice period for elections made in
respect of amounts to be deferred under (iv) above shall be governed by the
notice and election provisions of the Stock Option Gain Deferral Plan. Any
election to defer pursuant to this Section 3 shall be effective only when timely
filed with Extra Compensation Services on the form utilized for such purpose. A
participant shall designate, in multiples of 1% of the Deferred Award, the
portion to be allocated to each investment option available under the Plan. A
participant may change the investment options for Deferred Awards not yet
credited to his or her Income Deferral Account not more than once each month,
such change to be effective as of the first day of the month following the month
in which a participant's request to change such allocation is filed with Extra
Compensation Services.
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In determining the maximum amounts which can be deferred by any
participant under the Plan, the Committee shall take into account (and include)
any commitment made by such participant under the Estate Preservation Plan. To
the extent that the amount of salary and/or cash award under the Company's
Executive Incentive Plan is insufficient to meet the prior deferral commitment
made by a participant under the Plan and the Estate Preservation Plan, then the
deferral commitment under the Plan shall be reduced accordingly so that the
deferral commitment under the Estate Preservation Plan is funded in full.
Any elections to defer dividend equivalents under the Company's CEC
Plan will be applied such that elections will apply to the CEC contracts in the
reverse order of their issuance. Deferred Awards shall be held in one account
regardless of the form of compensation or plan under which they were earned.
Upon ceasing to be an employee of the Company, each participant (or in
the event of a participant's death, the named beneficiary or his/her estate)
shall be entitled to receive in cash in lump sum the value of his/her Income
Deferral Account as of the date of such termination, unless such participant has
elected, pursuant to the provisions of Section 7 below, to further defer payment
of his/her Income Deferral Account beyond retirement. Notwithstanding the above,
if a participant is in any fiscal year a "named executive officer" for proxy
statement reporting purposes by reason of his/her being the chief executive
officer of the Company or one of the four highest compensated officers (other
than the chief executive officer), any payment from an Income Deferral Account
otherwise due to be made in such year shall be postponed to a date which is on
or about the 15th day of January of the following fiscal year; provided,
however, that all such funds in such Income Deferral Account shall be deemed to
be invested at the One Year Treasury Bill Rate, as described below, as of the
date of his or her retirement until payment is made.
4. INVESTMENT OF INCOME DEFERRAL ACCOUNTS. At the election of each
participant, amounts in an Income Deferral Account may be invested utilizing the
investment options set forth below. Amounts to be deferred in any month
(including any stock award) will be valued and credited to a participant's
Income Deferral Account effective as of the last day of each month. Amounts to
be deferred into the Estate Preservation Plan are separate and distinct from the
amounts deferred into Income Deferral Accounts.
(a) Common Stock Equivalent Units. All amounts elected to be
deferred under this investment option shall be converted into equivalent units
of the Company's Common Stock ("Common Stock") as if the compensation deferred
had been invested in Common Stock ("Common Stock Equivalent Units"). For all
Deferred Awards (except for stock awards under the Company's Executive Incentive
Plan), the number of Common Stock Equivalent Units shall be determined by
dividing the amount of compensation or dividend equivalents to be deferred by
the average of the high and low prices of the Common Stock as traded on the New
York Stock Exchange on the trading day immediately preceding the last trading
day of each month, as reported by Bloomberg (or another financial reporting
service selected by the Company in its sole discretion). The Company shall
credit the participant's Income Deferral Account, effective as of the last
trading of each such month, with the number of full and partial shares of the
Company's Common Stock so determined. For all Deferred Awards representing stock
awards under the Company's Executive Incentive Plan, the number of Common Stock
Equivalent Units shall be determined by dividing the amount of compensation
which would otherwise be issued as stock awards by the average of the high and
low prices of the Common Stock as traded on the New York Stock Exchange on the
trading day when the Compensation Committee of the
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Board of Directors approves such stock award under the Executive Incentive Plan
, as reported by Bloomberg (or another financial reporting service selected by
the Company in its sole discretion). The Company shall credit the participant's
Income Deferral Account, effective as of such date, with the number of full and
partial shares of the Company's Common Stock so determined. Notwithstanding the
foregoing, at no time shall any shares of the Company's Common Stock actually be
purchased or earmarked for such Income Deferral Account. No participant shall
have any of the rights of a shareowner with respect to any shares credited to
his or her Income Deferral Account. The number of Common Stock Equivalent Units
included in a participant's Income Deferral Account shall be adjusted to reflect
payment of dividends and increases or decreases in market value which would have
resulted had funds equal to such deferred amount actually been invested in
Common Stock.
The value of the Company's Common Stock for purposes of investment
redesignation (as described in Section 5) shall be the closing price of the
Company's Common Stock on the New York Stock Exchange on the trading day
immediately preceding the last trading day of the month in which the
participant's redesignation request is received by Extra Compensation Services,
as reported as determined above, and shall be effective as of the last trading
day of such month.
Distributions in cash of the value of equivalent shares of the
Company's Common Stock will be valued at the closing price of the Company's
Common Stock on the New York Stock Exchange on the last trading date preceding
the distribution date, as reported as determined above.
In the event of a reorganization, stock split, stock dividend,
combination of shares, merger, consolidation, rights offering or any other
change in the corporate structure or shares of the Company the Committee shall
make such adjustment, if any, as it may deem appropriate in the number and kind
of shares of the Company's Common Stock credited to participants' Income
Deferral Accounts.
(b) Balanced Fund. All amounts elected to be deferred under this
option shall be deemed to be invested in and credited with the investment rate
of return earned under the Balanced Fund option under the Company's Savings Plan
or any such successor fund. However, no Balanced Fund shares shall be purchased
or earmarked for a participant's Account.
(c) One Year Treasury Bill Rate. All amounts elected to be
deferred under this option shall be deemed to be invested in an interest bearing
account which bears interest at the One Year Treasury Bill Rate, compounded
monthly. For purposes of the Plan, the One Year Treasury Bill Rate shall be the
interest rate for One Year Treasury Bills on the last trading day of the
preceding calendar year, as provided by such financial reporting service as
shall be selected by the Company in its sole discretion. Such rate shall be
adjusted annually. No Treasury Bills will be actually purchased or earmarked for
a participant's Account.
5. REDESIGNATION OF INVESTMENT OPTIONS WITHIN AN INCOME DEFERRAL
ACCOUNT. A participant may redesignate amounts previously credited to an Income
Deferral Account among the investment options available under the Plan.
Participants who wish to redesignate out of a particular investment option may
not at the same time redesignate into the same investment option. No
redesignation of investments may take place during the 30 days
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prior to a scheduled distribution under the Plan. The following additional rules
shall apply with respect to the redesignation of any such previously credited
amounts:
(a) Permitted Frequency--Redesignation by a participant may be
made not more than once during any consecutive twelve month period.
(b) Amount and Extent of Redesignation--Redesignation for any
participant must be in 1% multiples of the investment from which redesignation
is being made.
(c) Timing--Redesignation shall take place effective as of the
first day of the month following the month in which a participant's written
redesignation is received by Extra Compensation Services. The value of the
Company's Common Stock for purposes of investment redesignation shall be the
average of the high and low trading price of the Common Stock on the New York
Stock Exchange, as reported as determined above, for the trading day immediately
preceding the last trading day of such prior month.
(d) Special rules for Redesignation Into or Out of Common Stock
Equivalent Units previously credited to an Income Deferral Account:
(i) Material, Nonpublic Information--The Committee in its sole
discretion and with advice of counsel at any time may rescind a redesignation
into or out of Common Stock Equivalent Units if such redesignation was made by a
participant who, a) at the time of the redesignation was in the possession of
material, nonpublic information with respect to the Company; and b) in the
Committee's estimation benefited from such information in the timing of his or
her redesignation. The Committee's determination shall be final and binding. In
the event of such rescission, the participant's Income Deferral Account shall be
returned to a status as though such redesignation had not occurred.
Notwithstanding the above, the Committee shall not rescind a redesignation if
the facts were reviewed by the participant with the General Counsel of the
Company or a designee prior to the redesignation and if the General Counsel or
designee had concluded that such participant was not in possession of material,
nonpublic information.
(ii) A participant subject to Section 16(b) of the Securities
Exchange Act of 1934 may redesignate his or her Income Deferral Account into or
out of Common Stock Equivalent Units only during the applicable "window period"
with respect to the release of any quarterly or annual statements of sales and
earnings by the Company.
(iii) No redesignation of amounts in an Income Deferral
Account shall be made into or out of Common Stock Equivalent Units within six
(6) months of a discretionary "opposite way transaction" into or out of Common
Stock held by the participant in the Company's Savings Plan.
(e) Estate Preservation Plan -- Participants may transfer amounts
from their Income Deferral Account balance to the Estate Preservation Plan, in
accordance with the terms of the Estate Preservation Plan. However, once
transferred into the Estate Preservation Plan, such amounts may not be
transferred back into an Income Deferral Account.
6. DISTRIBUTION OF INCOME DEFERRAL ACCOUNTS. If a participant's
employment is terminated for any reason (including death or disability), and
such participant is not eligible to retire from active service under the
Company's pension plan, then his or her
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Income Deferral Account will be automatically paid in a lump sum as soon as
administratively feasible in the month following his or her termination of
employment. Distributions in cash of the value of equivalent shares of the
Company's Common Stock will be valued at the average of the high and low trading
prices of the Common Stock on the New York Stock Exchange, as reported as
determined above, for the trading day immediately preceding the last trading day
of the month in which employment was terminated.
7. POST RETIREMENT DEFERRALS. At the further election of each
participant, to be made as provided for below, the payment of any sum otherwise
due to a participant upon his/her retirement may be further 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 participant'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 balance of
the Income Deferral Account, 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 participant may elect to defer up to
100% of the value of his/her total Income Deferral Account at retirement; or,
any percentage increment less than that. The payment of any amounts from an
Income Deferral Account pursuant to this Section 7 shall be subject to the
provisions of the last sentence of Section 3 above. The following additional
rules shall apply with respect to all payments:
a) Immediate Lump Sum Payment - The participant will receive the
full value of his or her Income Deferral Account in the calendar month of his or
her retirement effective date. Participants retiring prior to the determination
of a prior years incentive plan award will receive 75% of the estimated value
with the remainder paid shortly after the final value is determined.
b) Deferred Lump Sum Payment - The participant will receive the
full value of his or her Income Deferral Account, plus any accrued interest, on
or about January 15 of the year he or she elects to receive payment in.
c) Immediate Commencement of Installments - The participant will
receive the first installment in the calendar month of his/her retirement
effective date, subject to the provisions of the last sentence of Section 3
above. All subsequent installments, plus any accrued interest, will be paid on
or about January 15 of each year.
d) Deferred Commencement of Installments - The participant will
receive the first and all subsequent installments, plus any accrued interest, on
or about January 15 of each year.
With respect to any amounts which are deferred and/or 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
and/or installment payments to an participant shall be fixed at the date of
retirement and shall be the rate (rounded to 1 decimal place) offered, as
reported by such financial reporting service as the Company in its sole
discretion shall select, on the effective retirement date, on a United States
Treasury Instrument for the period comparable to the length of the period of the
deferral and/or installment payments. The interest shall be compounded
semi-annually on the last calendar day of June and December of each year. If
more than one instrument is quoted, the average of such rates shall be utilized.
By way of example, if an election is made to receive installments over eight (8)
years, the comparable eight (8) year U.S. Treasury
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Rate shall be utilized; if an election is made to defer the commencement of
installments for two (2) years with installments paid out over ten (10) years,
the comparable twelve (12) year U.S. Treasury Rate shall be utilized. Once
established, the interest rate shall remain fixed for the period of the deferral
and/or installments.
In the event of death of a participant following retirement, the
Company will make payment in full of the balance of his/her Income Deferral
Account, plus any accrued interest, as soon as administratively practical in a
single lump sum payment to the designated beneficiary, subject to the provisions
of the last sentence of Section 3 above.
In the event no deferral or installment election is made under this
Section 7, the total amount of the Income Deferral Account will be paid in
accordance with the provisions of Section 3 in a lump sum payment as soon as
practical following an participant's retirement effective date.
An election by a participant to defer payment or elect installments of
all or a part of his/her Account 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.
Notwithstanding the above, at the Plan's inception, an exception has
been made for participants who have a retirement effective date between January
1, 1997 and December 31, 1997. For participants having a retirement effective
date prior to June 30, 1997, the deferral and/or installment election must be
made a minimum of three (3) months and in the calendar year prior to the
retirement date. For such participants having a retirement date between July 1,
1997 and December 31, 1997, such election must be made at least six (6) months
prior to the retirement date. For example, a participant who retires on April 1,
1997, must make the deferral and/or installment election no later than December
31, 1996; if the retirement date is August 1, 1997, such election must be made
not later than January 31, 1997. Any such election to defer and/or receive
installment payments may only be revised or revoked prior to the last
permissible date for making such election. After such time the election may not
be revoked or otherwise revised.
An election to defer payment and/or be paid in installments is
effective only when timely filed with Extra Compensation Services on the form
utilized for such purpose. Any election made after the required deadline shall
be disregarded.
8. ESTATE PRESERVATION PLAN.
(a) As described in Section 5 above, a participant may elect to
transfer all or any portion of the balance of his or her Income Deferral Account
to the Estate Preservation Plan, in accordance with the terms of the Estate
Preservation Plan. In the event of such election, the participant's Income
Deferral Account shall be reduced, as directed by the participant, as of
December 31 of the year in which the transfer is to occur. Transfers from an
Income Deferral Account to the Estate Preservation Plan shall only be made
effective as of December 31 in any year. Any such transfer shall be irrevocable
when made, pursuant to the terms of a split dollar life insurance agreement, as
designated by the Compensation Committee, and otherwise upon the terms and
conditions set by the Compensation Committee. Upon the election of any
participant to so transfer amounts from his or her Income Deferral Account to
the Estate Preservation Plan,
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such participant shall be deemed to have waived irrevocably any and all rights
to benefits which might be due under the Plan with respect to those amounts so
transferred.
(b) In addition to the terms set forth in paragraph (a) above, amounts
from a participant's Income Deferral Account may have to be transferred to the
Estate Preservation Plan in order to satisfy a prior obligation of such
participant in connection with the Estate Preservation Plan. Any such transfer
shall be made solely upon the direction of the Compensation Committee, upon the
determination of the Compensation Committee that such transfer is necessary, and
shall be effected under the same terms and conditions as a voluntary transfer
under paragraph (a) above. If it is determined by the Committee that such a
transfer is necessary, the participant's Income Deferral Account shall be
reduced by the requisite amount as of December 31st in the year as directed by
the Compensation Committee. Upon the determination of the Compensation Committee
and the subsequent transfer of amounts into the Estate Preservation Plan, such
participant shall be deemed to have waived irrevocably any and all rights to
benefits which might be due under the Plan with respect to those amounts so
transferred.
9. DEDUCTIONS FROM DISTRIBUTIONS. The Company will deduct from each
distribution amounts required to be withheld for income, Social Security and
other tax purposes. Such withholding will be done on a pro rata basis per
investment. The Company may also deduct any amounts the participant owes the
Company for any reason.
10. BENEFICIARY DESIGNATIONS. A participant may designate one or more
beneficiaries to receive the value of his/her Income Deferral Account upon
death. Should a beneficiary predecease the participant, or should a beneficiary
not be named, the amount designated for such beneficiary or the participant's
balance, as the case may be, will be distributed to the participant's estate.
Beneficiary designations may be made or revised at any time by submitting a
Beneficiary Designation Form to Extra Compensation Services.
11. AMENDMENTS. The Committee may amend the Plan at any time. However,
such amendment shall not without the consent of a participant, materially
adversely affect any right or obligation with respect to any Deferred Award made
theretofore.
12. MISCELLANEOUS. The Company does not fund the obligations created by
the participant's participation in the 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.
In the first quarter of each calendar year, statements will be sent to
active participants participating in the Plan as well as to retirees with
Deferral Accounts. The statement will also include previously made deferral
elections and beneficiary designations. The report for retirees will provide the
deferred payout balance plus interest, as well as the deferred and/or
installment election and beneficiary designations.
The Plan shall be administered by the Extra Compensation Services
Department at the Corporate Headquarters of Company. Questions in regard to the
administration of the Plan should be addressed to it.
AN ELECTION TO DEFER AND/OR BE PAID IN INSTALLMENTS SHOULD ONLY BE MADE IN
CONSULTATION WITH A PARTICIPANT'S TAX AND/OR FINANCIAL ADVISOR.