Exhibit 10(h)
Amended as of
December 5, 1996
JOHNSON & JOHNSON
DEFERRED FEE PLAN FOR DIRECTORS
1. Purpose. The purpose of the Johnson & Johnson Deferred Fee Plan for
Directors (the "Plan") is to provide outside Directors of Johnson & Johnson (the
"Company") the opportunity to defer receipt of compensation earned as a Director
to a date following termination of such service. The provision of such an
opportunity is designed to aid the Company in attracting and retaining as
members of its Board of Directors persons whose abilities, experience and
judgment can contribute to the well being of the Company.
2. Effective Date. The original effective date of the Plan was January
1, 1983. The Plan was amended in its entirety, effective as of January 1, 1995
and again as of December 5, 1996.
3. Eligibility. Any Director of the Company who is not also an Employee
of the Company or any related company shall participate in the Plan.
4. Deferred Compensation Account. A deferred compensation account shall
be established for each Director.
5. Amount of Deferral. Each participant shall (effective January 1,
1997) be required to defer receipt of Twenty Thousand Dollars ($20,000.) of
his/her annual fee for serving on the Board of Directors (the "Required
Deferral"). In addition, a participant may elect to defer receipt of all or a
specified part of any remaining compensation payable to the participant for
serving on the Board of Directors or for serving on committees of the Board of
Directors of the Company. An amount equal to all deferred compensation will be
credited to the participant's deferred compensation account as of the 15th day
of the month in which such compensation is payable (the "Payment Date").
6. Deferred Compensation Account - Hypothetical Investment Options.
(a) All Required Deferrals and, unless otherwise specified by
the participant pursuant to the terms of paragraph (b) of this Section 6, all
amounts elected to be deferred under this Plan for any calendar year shall be
credited to the participant's deferred compensation account, converted into
equivalent units of
Johnson & Johnson Common Stock ("Company Stock") and adjusted as if the
compensation deferred had been invested in Company Stock as of the Payment Date,
until the date of final payment pursuant to Section 9 hereof ("Company Stock
Equivalent Units"). The number of Company Stock Equivalent Units shall be
determined by dividing the amount of compensation payable by the average of the
high and low price of the Company Stock on the Payment Date, as reported by the
Wall Street Journal. The number of Company Stock Equivalent Units included in a
participant's deferred compensation account shall be adjusted to reflect
dividends and the value of such account shall be adjusted to reflect increases
or decreases in market value which would have resulted had funds equal to the
balance of the participant's deferred compensation account been invested in
Company Stock. Nothing herein obligates the Company to purchase any such Company
Stock; and if such Company Stock is purchased, it shall remain the sole property
of the Company.
(b) Except with respect to the Required Deferral amount, at
the election of each participant, to be made as provided for in Section 7, each
deferred compensation account will be credited with interest from the Payment
Date, until the date of final payment pursuant to Section 9 hereof, at a rate
equal to the annual rate of growth of investment in the Johnson & Johnson
Certificate of Extra Compensation Plan (the "CEC Plan"), for the prior year
provided, however, that the computation of said growth rate shall not include
dividend equivalents paid under the CEC Plan. The election permitted under this
Section 6(b) shall not be available to any participant who becomes a participant
in the Plan after December 31, 1995.
(c) With respect to Company Stock Equivalent Units in a
deferred compensation account, the Company shall credit such account on each
dividend payment date declared with respect to the Company's Stock, a number of
Company Stock Equivalent Units equal to: (i) the product of (y) the dividend per
share of the Company's Stock which is payable as of the dividend payment date,
multiplied by (z) the number of Company Stock Equivalent Units credited to such
account as of the applicable dividend record date, divided by (ii) the average
of the high and low price of the Company Stock on the dividend payment date as
reported by the Wall Street Journal. Fractional Company Stock Equivalent Units
shall be carried forward and fractional dividend equivalent units shall be
payable thereon.
(d) All account balances in Company Stock Equivalent Units
from the Company's Retirement Plan for Nonemployee Directors which have been
transferred to his/her deferred compensation account under this Plan, as of
January 1, 1995, by reason of the termination of such Retirement Plan, shall be
treated for purposes of this Plan as Required Deferrals.
7. Time of Election of Deferral. Except as to Required Deferrals, which
shall at all times be held in Company Stock Equivalent Units, a participant may
change (i) the amount of compensation deferred and/or (ii) the option elected
under Section 6 with respect to his/her account and deferrals for subsequent
years, once annually in
December by completing forms provided by the Company for that purpose. Any such
change shall become effective on January 1 of the following year. If a
participant elects to change his/her investment option available under Section
6, the participant's account shall be valued as of December 31 with that value
being entered into his/her account under the new investment option as of the
following January 1 (except if such change is to Company Stock Equivalent Units,
the first trading day following such January 1 shall be used).
8. Value of Deferred Compensation Account. The value of each
participant's deferred compensation account shall, as the case may be, include
compensation deferred, interest credited thereon, if any, and any adjustments
for dividends, and increases or decreases in the market value of Company Stock,
pursuant to the option selected under Section 6 or as otherwise required under
the Plan. If the Company Stock does not trade on any date a calculation of
Common Stock Equivalent Units is to be made under the Plan, the next preceding
date on which such stock was traded shall be utilized.
9. Payment of Deferred Compensation. Upon a participant's completion of
service as a member of the Board of Directors (the "Completion Date"), each
participant (or in the event of the participant's death, the named beneficiary
or his/her estate) shall be entitled to receive in cash in a lump sum the value
of his/her deferred compensation account as of the Completion Date, unless such
participant has elected, pursuant to the provisions of Section 10 below, to
further defer payment of his/her deferred compensation account beyond such
Completion Date. Company Stock Equivalent Units shall be valued at the average
of the high and low price of the Company's Stock on such date as reported by the
Wall Street Journal. No withdrawal may be made from the participant's deferred
compensation account prior to the Completion Date. The value of a participant's
deferred compensation account shall, subject to any further election made
pursuant to Section 10 below, be paid as soon as practicable following the
Completion Date or death.
10. Further Deferral Election. In addition to the deferral elections
referred to above, a participant may also elect (in the manner provided for
below) to continue to defer the receipt of his/her deferred compensation account
beyond his/her Completion Date. The value of a participant's account on his/her
Completion Date may be deferred for up to 10 taxable years following such
Completion Date. If installments are elected, the first installment payment may
be made immediately at the Completion Date or be deferred for up to 10 taxable
years. Installment payments will be made annually (in the manner described
below) in approximately equal amounts (i.e. the balance of the account). The
minimum number of installments is two and the maximum number is 10 provided,
however, that all payments shall be made within ten (10) years of the Completion
Date. A participant may elect to defer up to 100% of the value of his/her
account at the Completion Date; or any percentage increment less than that. All
deferred or installment payments shall be made in cash. The following additional
rules shall apply:
a) Immediate Lump Sum Payment. The participant will receive the full
value of his/her account in the calendar month of his/her Completion Date.
b) Deferred Lump Sum Payment. The participant will receive the full
value of his/her account on or about January 15 of the year he/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 Completion Date. All
subsequent installments on or about January 15 of each year.
d) Deferred Commencement of Installments. The participant will receive
the first and all subsequent installments on or about January 15 of each year.
e) In the event of death of a participant, the Company will make
payment in full of the balance of an account, as soon as administratively
practical in a single lump sum payment to the designated beneficiary or his/her
estate.
f) In making any payment due on or about January 15, the value of a
participant's account on the first trading day of such month shall be utilized.
Any and all deferrals following a Completion Date shall be invested in
Company Stock Equivalent Units described in Section 6(a) above. To the extent a
participant's account was credited with the annual growth rate of an investment
in the CEC Plan (as described in Section 6(b) above), such account shall be
converted to Common Stock Equivalent units as of the Completion Date.
An election by a participant to defer payment or elect installments of
all or a part of his/her deferred compensation account beyond the Completion
Date must be made a minimum of twelve (12) months prior to such Completion Date.
Any such election may be revised or revoked up to twelve (12) months prior to
such Completion Date; after such time any election may not be revoked or
otherwise revised.
Notwithstanding the above and upon implementation of the Plan, an
exception has been made for participants having a Completion Date during 1997.
For such participants, the deferral and or installment election must be made a
minimum of three (3) months and in the calendar year prior to the Completion
Date. For example, a participant having a Completion Date of April 1, 1997, must
make the deferral and/or installment election no later than December 31, 1996.
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 beyond a
Completion Date is effective only when filed with Extra Compensation Services on
the
form utilized for such purposes. Any election made after the required deadline
shall be disregarded.
11. Designation of Beneficiary. Each participant may, from time to
time, by writing filed with the Secretary of the Company, designate any legal or
natural person or persons (who may be designated contingently or successively)
to whom payments of a participant's deferred compensation account are to be made
if a participant dies prior to the receipt of payment of such account. A
beneficiary designation will be effective only if the signed form is filed with
the Secretary of the Company while the participant is alive and will cancel all
beneficiary designation forms filed earlier. If a participant fails to designate
a beneficiary as provided above, or if all designated beneficiaries die before
the participant or before complete payment of the deferred compensation account,
such account shall be paid to the estate of the last to die of the participant
and designated beneficiaries as soon as practicable after such death.
12. Participant's Rights Unsecured. The right of any participant to
receive payment under the provisions of the Plan shall be an unsecured claim
against the general assets of the Company, and no provisions contained in the
Plan shall be construed to give any participant or beneficiary at any time a
security interest in any deferred compensation account or any other asset in
trust with the Company for the benefit of any participant or beneficiary.
13. Statement of Account. A statement will be sent to participants as
soon as practical following the end of each year as to the value of his/her
deferred compensation account as of December 31 of such year.
14. Assignability. No right to receive payments hereunder shall be
transferable or assignable by a participant or a beneficiary, except by will or
by the laws of descent and distribution.
15. Administration of the Plan. The Plan shall be administered by a
Committee appointed by and responsible to the Board of Directors. The Committee
shall consist of three officers of the Company. The Committee shall act by vote
or written consent of a majority of its members.
16. Amendment or Termination of Plan. This Plan may at any time or from
time to time be amended, modified or terminated by the Board of Directors of the
Company. No amendment, modification or termination shall, without the consent of
a participant, adversely affect such participant's accruals in his deferred
compensation accounts.
17. Governing Law. This Agreement shall be governed by and construed in
accordance with the Laws of the State of New Jersey.