Shares MEAD JOHNSON NUTRITION COMPANY CLASS A COMMON STOCK (PAR VALUE $0.01 PER SHARE) FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • January 28th, 2009 • Mead Johnson Nutrition Co • Food and kindred products • New York
MEAD JOHNSON NUTRITION COMPANY $500,000,000 4.60% SENIOR NOTES DUE 2044 UNDERWRITING AGREEMENTUnderwriting Agreement • May 13th, 2014 • Mead Johnson Nutrition Co • Food and kindred products • New York
Mead Johnson Nutrition Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as managers (the “Managers”), $500,000,000 principal amount of its 4.60% Senior Notes due 2044 (the “Securities”). The Securities will be issued under the indenture dated as of November 1, 2009, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), as supplemented by a Second Supplemental Indenture, to be dated as of May 13, 2014, between the Company and the Trustee (together, the “Indenture”).
PERSONAL & CONFIDENTIAL AGREEMENTLetter Agreement • January 14th, 2009 • Mead Johnson Nutrition Co • Food and kindred products • New York
On behalf of Bristol-Myers Squibb Company (“BMS”), I am pleased to offer you this Letter Agreement. If the BMS Board of Directors decides to proceed with a sale, spin-off, divestiture or other disposition (hereinafter, collectively the “Transformation”) of Mead Johnson Nutritionals (the “Business”), you are being offered the following incentives to ensure that the Business is managed and operated efficiently throughout the process, the terms and conditions of which are outlined herein:
AMENDED AND RESTATED CHANGE-IN-CONTROL AGREEMENT December 19, 2008Change-in-Control Agreement • March 27th, 2009 • Mead Johnson Nutrition Co • Food and kindred products • New York
Bristol-Myers Squibb Company (the “Company”) considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel. Our Board of Directors (the “Board”) recognizes that the possibility of a change in ownership or control of the Company may result in the departure or distraction of key personnel to the detriment of the Company and our stockholders. Therefore, the Board has determined to enter into this agreement with you (i) to encourage and reinforce your attention and dedication to your assigned duties without distraction in the face of the disruptive circumstances that can arise from a possible change in control of the Company, (ii) to enhance our ability to retain you in those circumstances, and (iii) to provide you with fair and reasonable protection from the risks of a change in ownership and control so that you will be in a position to help the Company complete a transaction that would be beneficial to stockholders. Accord
MEAD JOHNSON NUTRITION COMPANY LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • April 27th, 2017 • Mead Johnson Nutrition Co • Food and kindred products • Delaware
The Participant has been granted Restricted Stock Units (“RSUs”) under the terms of the Mead Johnson Nutrition Company Long-Term Incentive Plan (the “Plan”), subject to the terms and conditions set forth in this Agreement, including all exhibits and appendices hereto which are incorporated herein (the “Agreement”) and the summary of the grant (the “Grant Summary”) on the Morgan Stanley website at www.StockPlanConnect.com. To the extent applicable, the terms of the RSUs are modified as described in Exhibits I and II (relating to non-U.S. Participants). Capitalized terms not defined herein shall have the meaning specified in the Plan or in the Grant Summary.
SEPARATION AGREEMENT by and among BRISTOL-MYERS SQUIBB COMPANY, MEAD JOHNSON NUTRITION COMPANY and MJN RESTRUCTURING HOLDCO, INC. Dated as of January 31, 2009Separation Agreement • March 27th, 2009 • Mead Johnson Nutrition Co • Food and kindred products • Delaware
THIS SEPARATION AGREEMENT, dated as of January 31, 2009, is by and among BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (“BMS”), MEAD JOHNSON NUTRITION COMPANY, a Delaware corporation (on or after the Separation Date, “MJN”) and MJN RESTRUCTURING HOLDCO, INC., a Delaware corporation (prior to the Separation Date, “MJN”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.
EMPLOYEE MATTERS AGREEMENT BETWEEN BRISTOL-MYERS SQUIBB COMPANY AND MEAD JOHNSON NUTRITION COMPANY DATED AS OF January 31, 2009Employee Matters Agreement • March 27th, 2009 • Mead Johnson Nutrition Co • Food and kindred products • New York
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is entered into on , 2009, between BRISTOL-MYERS SQUIBB COMPANY (“BMS”), a Delaware corporation, and MEAD JOHNSON NUTRITION COMPANY (“Mead Johnson”), a Delaware corporation. Capitalized terms used herein (other than the formal names of BMS Plans, as defined below, and related trusts of BMS) and not otherwise defined, shall have the respective meanings assigned to them in Article I hereof.
REGISTRATION RIGHTS AGREEMENT, dated as of February 17, 2009, among Mead Johnson Nutrition Company, a Delaware corporation (the “Company”), Bristol- Myers Squibb Company, a Delaware corporation (“BMS”), and E.R. Squibb & Sons, L.L.C., a Delaware...Registration Rights Agreement • March 27th, 2009 • Mead Johnson Nutrition Co • Food and kindred products • Delaware
WHEREAS, the Company and BMS have entered into a Separation Agreement dated as of February 17, 2009, providing for the separation of the Mead Johnson nutritionals business (the “Separation”) from BMS;
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Amendment No. 1 to Supply Agreement between Martek Biosciences Corporation and Mead Johnson & Company, LLCSupply Agreement • July 29th, 2010 • Mead Johnson Nutrition Co • Food and kindred products
This Amendment No. 1 (the “Amendment”) to that certain Supply Agreement between (i) Martek Biosciences Corporation, a Delaware corporation, having its principal place of business at 6480 Dobbin Road, Columbia, Maryland 21045 (“Martek”) and (ii) Mead Johnson & Company, LLC, a Delaware limited liability company, and wholly-owned subsidiary of Mead Johnson Nutrition Company, with offices located at 2400 West Lloyd Expressway, Evansville, Indiana 47721 (“MJN”), which is dated as of January 1, 2006, as amended with respect to payment terms on August 6, 2009 by letter agreement (the “Supply Agreement”) is made and entered into effective as of June 1, 2010 (the “Amendment Effective Date”) by and between Martek and MJN.
PERSONAL & CONFIDENTIAL AGREEMENTLetter Agreement • December 19th, 2008 • Mead Johnson Nutrition Co • New York
On behalf of Bristol-Myers Squibb Company (“BMS”), I am pleased to offer you this Letter Agreement. If the BMS Board of Directors decides to proceed with a sale, spin off, divestiture or other disposition (hereinafter, collectively the “Transformation”) of Mead Johnson Nutritionals (the “Business”), you are being offered the following incentives to ensure that the Business is managed and operated efficiently throughout the process, the terms and conditions of which are outlined herein:
FIVE YEAR REVOLVING CREDIT FACILITY AGREEMENT among MEAD JOHNSON NUTRITION COMPANY, MEAD JOHNSON & COMPANY, LLC, THE BORROWING SUBSIDIARIES, THE LENDERS NAMED HEREIN, BANK OF AMERICA, N.A., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. and ROYAL BANK OF...Revolving Credit Facility Agreement • July 28th, 2011 • Mead Johnson Nutrition Co • Food and kindred products • New York
FIVE YEAR REVOLVING CREDIT FACILITY AGREEMENT (this “Agreement”) dated as of June 17, 2011, among MEAD JOHNSON NUTRITION COMPANY, a Delaware corporation (the “Company”), MEAD JOHNSON & COMPANY, LLC, a Delaware limited liability company (“MJC”), the BORROWING SUBSIDIARIES (as defined herein), the lenders listed in Schedule 2.1 (the “Initial Lenders”) and JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders (as defined herein).
MEAD JOHNSON NUTRITION COMPANY LONG-TERM INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • April 28th, 2016 • Mead Johnson Nutrition Co • Food and kindred products • Delaware
The Participant has been granted a Nonqualified Stock Option under the terms of the Mead Johnson Nutrition Company Long-Term Incentive Plan (the “Plan”), subject to the terms and conditions set forth in this Agreement, including all exhibits and appendices hereto which are incorporated herein (the “Agreement”) and the summary of the grant (the “Grant Summary”) on the Morgan Stanley website at www.StockPlanConnect.com. To the extent applicable, the terms of the Option are modified as described in Exhibits I and II (relating to non-U.S. Participants). Capitalized terms not defined herein shall have the meaning specified in the Plan or in the Grant Summary.
SECOND AMENDED AND RESTATED TRANSITIONAL SERVICES AGREEMENT between BRISTOL- MYERS SQUIBB COMPANY and MEAD JOHNSON NUTRITION COMPANY Dated as of December 18, 2009Transitional Services Agreement • February 25th, 2010 • Mead Johnson Nutrition Co • Food and kindred products • New York
This SECOND AMENDED AND RESTATED TRANSITIONAL SERVICES AGREEMENT dated as of December 18, 2009 (the “Agreement”) is by and between BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (“BMS”), and MEAD JOHNSON NUTRITION COMPANY, a Delaware corporation (“MJN”).
MEAD JOHNSON LETTERHEAD] RESTRICTED STOCK UNITS AGREEMENT UNDER THE MEAD JOHNSON NUTRITION COMPANYRestricted Stock Units Agreement • March 27th, 2009 • Mead Johnson Nutrition Co • Food and kindred products • Delaware
MEAD JOHNSON NUTRITION COMPANY, a Delaware corporation (the “Company”), has granted to you the Restricted Stock Units (“RSUs”) specified in the summary of your grant that is found on the Smith Barney website (the “Grant Summary”). The Grant Summary is incorporated into this Restricted Stock Units Agreement (the “Agreement”) and deemed to be a part hereof. The RSUs have been granted to you under Section 6(e) of the Mead Johnson Nutrition Company 2009 Stock Award and Incentive Plan (the “Plan”), on the terms and conditions specified in the Grant Summary and this Agreement. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Plan.
FIRST AMENDMENT AND CONSENTThree Year Revolving Credit Facility Agreement • November 12th, 2009 • Mead Johnson Nutrition Co • Food and kindred products • New York
This First Amendment and Consent dated as of November 5, 2009 (this “Amendment”) relates to the Three Year Revolving Credit Facility Agreement dated as of February 17, 2009 (the “Credit Agreement”) among MEAD JOHNSON NUTRITION COMPANY, a Delaware corporation (“Holdings”), MEAD JOHNSON & COMPANY, a Delaware corporation (the “Company”), various lenders and JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Credit Agreement.
December 10, 2015 William C. P’PoolSeparation Agreement • December 16th, 2014 • Mead Johnson Nutrition Co • Food and kindred products • Illinois
MEAD JOHNSON NUTRITION COMPANY 2009 AMENDED AND RESTATED STOCK AWARD AND INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • April 25th, 2013 • Mead Johnson Nutrition Co • Food and kindred products • Delaware
RESTRICTED STOCK UNITS AGREEMENT UNDER THE MEAD JOHNSON NUTRITION COMPANYRestricted Stock Units Agreement • December 23rd, 2009 • Mead Johnson Nutrition Co • Food and kindred products • Delaware
MEAD JOHNSON NUTRITION COMPANY, a Delaware corporation (the “Company”), has granted to you the Restricted Stock Units (“RSUs”) specified in the summary of your grant that is found on the Smith Barney website (the “Grant Summary”). The Grant Summary is incorporated into this Restricted Stock Units Agreement (the “Agreement”) and deemed to be a part hereof. The RSUs have been granted to you under Section 6(e) of the Mead Johnson Nutrition Company 2009 Stock Award and Incentive Plan (the “Plan”), on the terms and conditions specified in the Grant Summary and this Agreement. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Plan.
SIX-MONTH $1,000,000,000 TERM LOAN AGREEMENTTerm Loan Agreement • February 17th, 2016 • Mead Johnson Nutrition Co • Food and kindred products • New York
This Six-Month $1,000,000,000 Term Loan Agreement (this “Agreement”) dated as of October 21, 2015, is among MEAD JOHNSON NUTRITION COMPANY, a Delaware corporation (the “Company”), MEAD JOHNSON & COMPANY, LLC, a Delaware limited liability company (“MJC”), the lenders listed in Schedule 2.1 (the “Initial Lenders”) and JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders (as defined herein).
MEAD JOHNSON NUTRITION COMPANY, as Issuer, RECKITT BENCKISER GROUP PLC, as Guarantor AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as TrusteeFourth Supplemental Indenture • June 15th, 2017 • Mead Johnson Nutrition Co • Food and kindred products • New York
FOURTH SUPPLEMENTAL INDENTURE, dated as of June 15, 2017, (this “Fourth Supplemental Indenture”), among Mead Johnson Nutrition Company, a Delaware corporation (the “Company”), Reckitt Benckiser Group plc, a company incorporated pursuant to the laws of England and Wales (the “Reckitt Benckiser Parent Guarantor”) and The Bank of New York Mellon Trust Company, N.A., a national banking association (the “Trustee”).
THIRD AMENDMENTThree Year Revolving Credit Facility Agreement • December 17th, 2009 • Mead Johnson Nutrition Co • Food and kindred products • New York
This Third Amendment dated as of December 16, 2009 (this “Amendment”) relates to the Three Year Revolving Credit Facility Agreement dated as of February 17, 2009 (as previously amended, the “Credit Agreement”) among MEAD JOHNSON NUTRITION COMPANY (“Holdings”), MEAD JOHNSON & COMPANY (“MJC”), various lenders and JPMORGAN CHASE BANK, N.A., as administrative agent. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Credit Agreement.
FORM OF TRANSITIONAL SERVICES AGREEMENT BETWEEN BRISTOL-MYERS SQUIBB COMPANY and MEAD JOHNSON NUTRITION COMPANY Dated as of , 2009Transitional Services Agreement • January 14th, 2009 • Mead Johnson Nutrition Co • Food and kindred products • New York
This TRANSITIONAL SERVICES AGREEMENT, dated as of , 2009 (this “Agreement”), is by and between BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (“BMS”), and MEAD JOHNSON NUTRITION COMPANY, a Delaware corporation (“MJN”).
MEAD JOHNSON NUTRITION COMPANY PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • June 13th, 2014 • Mead Johnson Nutrition Co • Food and kindred products • Delaware
The Participant has been granted a Performance Share Award under the terms of the Mead Johnson Nutrition Company 2009 Amended and Restated Stock Award and Incentive Plan (the “Plan”), subject to the terms and conditions set forth in this Agreement, including all exhibits and appendices hereto which are incorporated herein (the “Agreement”) and the summary of the grant (the “Grant Summary”) on the Morgan Stanley Smith Barney website at www.benefitaccess.com. To the extent applicable, the terms of the Performance Shares are modified as described in Exhibits I and II (relating to non-U.S. Participants). Capitalized terms not defined herein shall have the meaning specified in the Plan or in the Grant Summary.
MEAD JOHNSON LETTERHEAD] PERFORMANCE SHARES AGREEMENT Under the Mead Johnson Nutrition Company [year 1]-[year 3] Performance Shares AwardPerformance Shares Agreement • March 27th, 2009 • Mead Johnson Nutrition Co • Food and kindred products • Delaware
Mead Johnson Nutrition Company (the “Company”) has granted you a Performance Shares Award as set forth in the Grant Summary. This Award is subject in all respects to the terms, definitions and provisions of the Mead Johnson Nutrition Company 2009 Stock Award and Incentive Plan (the “Plan”) adopted by the Company. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Plan.
MEAD JOHNSON LETTERHEAD] NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE MEAD JOHNSON NUTRITION COMPANYNonqualified Stock Option Agreement • March 27th, 2009 • Mead Johnson Nutrition Co • Food and kindred products • Delaware
MEAD JOHNSON NUTRITION COMPANY, a Delaware corporation (the “Company”), has granted to you an option to purchase shares of the common stock (“Shares”) of the Company (the “Option”), at the specified exercise price, as set forth in the summary of your grant that is found on the Smith Barney website (the “Grant Summary”). The Grant Summary is incorporated into this Nonqualified Stock Option Agreement (the “Agreement”) and deemed to be a part hereof. The Option will expire and cease to be exercisable at the earlier of the stated Expiration Date set forth in the Grant Summary or, in the event of Termination of Employment (as defined in Section 5(e) below), the date the Option ceases to be exercisable under Section 5. This Option is granted under Section 6(b) of, and is subject in all respects to the terms, definitions and provisions of, the Mead Johnson Nutrition Company 2009 Stock Award and Incentive Plan (the “Plan”) and the terms and conditions set forth in the Grant Summary and this Ag
AMENDED AND RESTATED TRANSITIONAL SERVICES AGREEMENT between BRISTOL-MYERS SQUIBB COMPANY and MEAD JOHNSON NUTRITION COMPANY Dated as of January 31, 2009Transitional Services Agreement • March 27th, 2009 • Mead Johnson Nutrition Co • Food and kindred products • New York
This AMENDED AND RESTATED TRANSITIONAL SERVICES AGREEMENT, dated as of January 31, 2009, is by and between BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (“BMS”), and MEAD JOHNSON NUTRITION COMPANY, a Delaware corporation (“MJN”).
Charles UrbainInternational Assignment Agreement • January 14th, 2009 • Mead Johnson Nutrition Co • Food and kindred products
FIVE YEAR REVOLVING CREDIT FACILITY AGREEMENTFive Year Revolving Credit Facility Agreement • February 17th, 2016 • Mead Johnson Nutrition Co • Food and kindred products • New York
This AMENDMENT NO. 2 TO FIVE YEAR REVOLVING CREDIT FACILITY AGREEMENT (this “Amendment”) is entered into as of November 5, 2015 among MEAD JOHNSON NUTRITION COMPANY, a Delaware corporation (the “Company”), the financial institutions signatory hereto, and JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent (in such capacity, the “Administrative Agent”).
MJN Letterhead]Separation Agreement • March 5th, 2015 • Mead Johnson Nutrition Co • Food and kindred products • Illinois
AMENDMENT NO. 1 TO FIVE YEAR REVOLVING CREDIT FACILITY AGREEMENT among MEAD JOHNSON NUTRITION COMPANY, MEAD JOHNSON & COMPANY, LLC, THE BORROWING SUBSIDIARIES, THE LENDERS NAMED HEREIN, CITIBANK, N.A., BANK OF AMERICA, N.A. and THE BANK OF...Five Year Revolving Credit Facility Agreement • June 30th, 2014 • Mead Johnson Nutrition Co • Food and kindred products • New York
FIVE YEAR REVOLVING CREDIT FACILITY AGREEMENT (this “Agreement”) dated as of June 17, 2011, among MEAD JOHNSON NUTRITION COMPANY, a Delaware corporation (the “Company”), MEAD JOHNSON & COMPANY, LLC, a Delaware limited liability company (“MJC”), the BORROWING SUBSIDIARIES (as defined herein), the lenders listed in Schedule 2.1 (the “Initial Lenders”) and JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders (as defined herein).
ContractTax Matters Agreement • January 14th, 2009 • Mead Johnson Nutrition Co • Food and kindred products • New York
FORM OF TAX MATTERS AGREEMENT dated as of , 2009 (this “Agreement”) between Bristol Myers Squibb Company, a Delaware corporation (“BMS”), and MJN Restructuring Holdco, Inc., a Delaware corporation (“MJN”, collectively, the “Companies”).
MEAD JOHNSON NUTRITION COMPANY, MEAD JOHNSON & COMPANY AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., TRUSTEE 3.50% Notes due 2014 4.90% Notes due 2019 5.90% Notes due 2039 FIRST SUPPLEMENTAL INDENTURE Dated as of November 5, 2009 to Indenture...First Supplemental Indenture • November 12th, 2009 • Mead Johnson Nutrition Co • Food and kindred products • New York
ContractTax Matters Agreement • December 23rd, 2009 • Mead Johnson Nutrition Co • Food and kindred products • New York
AMENDED AND RESTATED TAX MATTERS AGREEMENT dated as of December 18, 2009 (this “Agreement”) between Bristol Myers Squibb Company, a Delaware corporation (“BMS”), and Mead Johnson Nutrition Company, a Delaware corporation (“MJN”, collectively, the “Companies”).
MEAD JOHNSON NUTRITION COMPANY PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • April 25th, 2013 • Mead Johnson Nutrition Co • Food and kindred products • Delaware
The Participant has been granted a Performance Share Award under the terms of the Mead Johnson Nutrition Company 2009 Amended and Restated Stock Award and Incentive Plan (the “Plan”), subject to the terms and conditions set forth in this Agreement, including all exhibits and appendices hereto which are incorporated herein (the “Agreement”) and the summary of the grant (the “Grant Summary”) on the Morgan Stanley Smith Barney website at www.benefitaccess.com. To the extent applicable, the terms of the Performance Shares are modified as described in Exhibits I and II (relating to non-U.S. Participants). Capitalized terms not defined herein shall have the meaning specified in the Plan or in the Grant Summary.
AMENDED AND RESTATED CHINA SERVICES AGREEMENT by and between BRISTOL-MYERS SQUIBB COMPANY and MEAD JOHNSON NUTRITION COMPANY Dated as of December 18, 2009China Services Agreement • December 23rd, 2009 • Mead Johnson Nutrition Co • Food and kindred products • New York
This AMENDED AND RESTATED CHINA SERVICES AGREEMENT, dated as of December 1, 2009 (this “Agreement”), is by and between Bristol-Myers Squibb Company, a Delaware corporation (“BMS”), and Mead Johnson Nutrition Company, a Delaware corporation (“MJN”).
