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
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;
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.
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”).
MEAD JOHNSON LETTERHEAD] MEAD JOHNSON NUTRITION COMPANY 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.
ContractTax Matters Agreement • March 27th, 2009 • Mead Johnson Nutrition Co • Food and kindred products • New York
TAX MATTERS AGREEMENT dated as of February 4, 2009 (this “Agreement”) between Bristol Myers Squibb Company, a Delaware corporation (“BMS”), and MJN Restructuring Holdco, Inc., a Delaware corporation (“MJN”, collectively, the “Companies”).
