Exhibit 10(j)
THE JOHNSON & JOHNSON
EXCESS SAVINGS PLAN
Effective as of
January 1, 1996
THE JOHNSON & JOHNSON
EXCESS SAVINGS PLAN
TABLE OF CONTENTS
THE JOHNSON & JOHNSON
EXCESS SAVINGS PLAN
ARTICLE I - PURPOSE
1.1 The purpose of the Plan, which is intended to constitute
an unfunded deferred compensation plan, is to provide its Members benefits
arising from the limitations of Section 401(a)(17) of the Internal Revenue Code
of 1986, as amended, and the impact of such limitations on the Johnson & Johnson
Savings Plan.
1.2 The Johnson & Johnson Excess Savings Plan (the Plan ) is
effective January 1, 1996.
ARTICLE II - DEFINITIONS
When used herein, the following defined terms have the
following meanings:
2.1 "Code" means the Internal Revenue Code of 1986, as amended
from time to time.
2.2 "Compensation" means compensation as defined in the
Savings Plan, without regard to the Code Section 401(a)(17) limit.
2.3 "Effective Date" means January 1, 1996.
2.4 "Employee" means any person who is employed by the
Employer.
2.5 "Employer" means Johnson & Johnson and affiliated
companies eligible to participate in the Savings Plan.
2.6 "ERISA" means the Employee Retirement Income Security Act
of 1974, as amended from time to time.
2.7 "Long Term Disability" means a physical or mental
condition that renders the Member incapacitated as defined under the Johnson &
Johnson Long Term Disability Plan.
2.8 "Member" means a person who is designated to participate
in the Plan in the manner described in Article III.
2.9 "Normal Retirement Date" means the first day of the month
next following a Member's attainment of age 65.
2.10 "Pension Committee" means the Committee that has been
designated by the Board of Directors of the Employer.
2.11 "Plan" means the Johnson & Johnson Excess Savings Plan as
set forth herein and as may be amended and restated from time to time.
2.12 "Plan Year" means the 12 month period beginning on
January first.
2.13 "Savings Plan" means the Johnson & Johnson Savings Plan
as may be amended and restated from time to time.
ARTICLE III - ELIGIBILITY
3.1 An Employee will automatically become a Member under the
Plan if he is eligible to be a member of the Savings Plan under the terms of the
Savings Plan, as it may be amended from time to time, and if his Compensation
exceeds the Code Section 401(a)(17) limitation on compensation.
3.2 Any change in a Member's eligibility to participate under
the Plan will not affect Plan benefits previously credited to the Member's
bookkeeping account.
3.3 Any Employee who is ineligible or becomes ineligible to
make contributions to the Savings Plan (whether or not he continues to maintain
an account balance under the Savings Plan) is ineligible to participate in this
Plan.
ARTICLE IV - AMOUNT AND METHOD OF PAYMENT OF BENEFITS
4.1 Plan Benefit. If the employer contributions to a Member's
account under the Savings Plan are or could be reduced or limited in any year
because of the limitation imposed by Section 401(a)(17) of the Code, and
assuming for these purposes that the Member participates in the Savings Plan and
contributes the maximum amount eligible to be matched by the Employer, then a
benefit will be paid under this Plan in favor of the Member.
4.2 Amount of Benefit. The amount of the benefit payable under
this Plan for each Member or, if applicable, to the Member's designated
beneficiary, assuming for these purposes that the Member participated in the
Savings Plan and contributed the maximum amount eligible to be matched by the
Employer, will be equal to the excess of (a) over (b) where:
(a) is equal to the maximum matching employer
contribution that would otherwise be
allocated to the Member's account under the
Savings Plan if the provisions of the
Savings Plan were administered without
regard to the limitations imposed by Section
401(a)(17) of the Code, and
(b) is the maximum matching employer
contribution that would have been allocated
to the Member's account under the Savings
Plan after giving effect to any reduction of
the employer contribution required by reason
of the limitations imposed by Section
401(a)(17) of the Code.
4.3 No Employee Contribution Required or Permitted. A Member
will be entitled to a benefit under this Plan without regard to whether the
Employee made any employee contributions (including any salary reduction
contributions) under the Savings Plan. No Member contribution is required or
permitted under the Plan.
4.4 Bookkeeping Account. The benefits provided under Section
4.2 will be credited each month, or as soon as administratively practicable
thereafter, to a bookkeeping account established for each eligible Member.
4.5 Earnings on Bookkeeping Account. Amounts credited to a
Member's bookkeeping account will be deemed to be invested in and credited with
the investment rate of return earned under the Savings Plan's Balanced Fund or
any such successor fund. Earnings will be credited for periods following the
crediting of benefits to a Member's bookkeeping account in a manner similar to
how such earnings are credited under the Savings Plan. No Member is entitled to
earnings on his bookkeeping account for service prior to the date of the
Member's participation in the Plan. The Pension Committee reserves the right to
designate a different rate of earnings for amounts credited or to be credited
under this Plan, provided that any new rate shall not apply retroactively.
4.6 Election for Payment of Benefits.
(a) Each Member may elect, at the time of his or
her notification of eligibility to
participate in the Plan or as soon as
administratively practicable thereafter, one
of the following distribution methods:
(1) lump sum distribution of the entire
bookkeeping account balance as soon
as administratively practicable
following the Member's termination
of employment with the Employer; or
(2) annual installments over a period of
at least 2 tax years but no more
than 15 tax years with the first
installment to begin as soon as
administratively
practicable following the Member's
termination of employment with the
Employer.
(i) The amount of the first
installment payment under
distribution method (2) will be
equal to the value of the Member's
bookkeeping account determined in
the month preceding the month in
which the installment payment is
made multiplied by a fraction, the
numerator of which is one and the
denominator of which is the number
of remaining annual installments
including the one being paid, so
that at the end of the installment
period, the entire bookkeeping
account will have been distributed;
provided, however, that adjustments
to future installment payments will
be made at least annually to the
extent necessary to reflect earnings
deemed allocable to the Member's
bookkeeping account. Annual
installments after the first
installment will be determined in
accordance with the procedures
specified in the preceding sentence
and will be made as soon as
administratively practicable
following the year-end valuation of
the Member's bookkeeping account.
During the installment period, the
value of the Member's bookkeeping
account will continue to be credited
with earnings as set forth in
Section 4.5.
If a member makes a distribution election
subsequent to the administratively
practicable period in which he first
receives his notification of eligibility to
participate in the Plan, then such election
shall be effective only if it is made at
least 12 months prior to his termination of
employment with the Employer.
(b) Each Member may also elect, either at the
time of his initial participation in the
Plan or at the time no later than 12 months
prior to his termination of employment with
the Employer, to defer the payment of
benefits under this Plan for up to 10 tax
years after the Member's termination of
employment with the Employer. In the case of
any Member who elects a deferred payment, a
lump sum distribution of his benefit or the
first installment of his benefit (as the
member may elect) will be made as soon as
administratively practicable in the year
selected for the deferred payment based upon
the previous year-end's valuation of the
Member's bookkeeping account. Future
installment
payments for the Member shall be made as
soon as administratively practicable in
accordance with the installment procedures
specified above. During the deferral period,
the value of the Member's bookkeeping
account will continue to be credited with
earnings as set forth in Section 4.5.
(c) If a Member terminates employment with the
Employer prior to attaining age 55, the
Member's entire bookkeeping account will be
distributed in a lump sum as soon as
administratively practicable following the
Member's termination of employment,
notwithstanding a Member's election under
subsections (a)(2) or (b) of this Section
4.6 to the contrary.
4.7 Revocation of Election for Payment of Benefits. Each
Member may revoke and change the method of his distribution election made in
accordance with Section 4.6, as long as the revocation and distribution election
is made no later than 12 months prior to his termination of employment with the
Employer. The last distribution election received by the Pension Committee no
later than 12 months prior to the Member's termination of employment with the
Employer will control.
4.8 Payment Where No Election is Made. If no election is made
for the distribution of benefits under this Plan, payment will be made in a lump
sum as soon as administratively practicable following the Member's termination
of employment with the Employer.
4.9 Payment to Beneficiary. Notwithstanding any provision in
this Article, including any election made by the Member in accordance with
Section 4.6 to the contrary, if the Member dies prior to or following the
commencement of payments to him under the Plan, his entire remaining bookkeeping
account balance will be paid to the person designated as his beneficiary (or the
person otherwise provided under Section 5.7) as soon as administratively
practicable following the Member's death.
4.10 Limitation on Withdrawal. The commencement of Long Term
Disability will not be an event that will entitle a Member to any distributions
under the Plan.
4.11 Not "Compensation" For Other Purposes. Any benefits
payable under this Plan will not be considered Compensation to the Member for
purposes of the Savings Plan or any other qualified retirement plan maintained
by the Employer.
4.12 Vesting of Account. The benefits provided under this Plan
will vest in the same manner and at the same time as employer contributions made
under the Savings Plan.
ARTICLE V - GENERAL PROVISIONS
5.1 Authorization. The adoption of this Plan has been duly
authorized by the Pension Committee of Johnson & Johnson.
5.2 No Right to Continued Employment. This Plan is not an
employment contract and neither the Plan nor any action taken hereunder will be
construed as giving to a Member the right to be retained in the employ of the
Employer. The Employer may terminate the Member's employment as freely and with
the same effect as if this Plan were not in existence.
5.3 Binding Nature. This Plan will bind and inure to the
benefit of the Employer and its successors and assigns, the Member and his
beneficiary. No provision of this Plan precludes the Employer from consolidating
or merging into or with, or transferring all or substantially all of its assets
to another corporation that assumes this Plan and all obligations of the
Employer. In the event of a consolidation, merger or transfer of assets, the
term "Employer" will refer to the corporation that assumes the Plan, and this
Plan will continue in full force and effect.
5.4 Non-Funded Nature. The Employer's obligations under this
Plan will not be funded. Notwithstanding the establishment of a bookkeeping
account by the Employer under Section 4.4 of this Plan, all payments hereunder
will be made out of general assets of the Employer and no special or separate
fund will be established or other segregation of assets made to assure its
payments.
5.5 Non-Assignability. Benefits payable to Members and their
beneficiaries may not be anticipated, assigned (either at law or in equity),
alienated, pledged, encumbered or subjected to attachment, garnishment, levy,
execution or other legal or equitable process.
5.6 Withholding Taxes. The Employer may withhold from any
amounts deemed credited or benefits payable under this Plan all Federal, State,
City or other taxes as required pursuant to any law or governmental regulation
or ruling.
5.7 Beneficiary Designation. For purposes of the designation
of a beneficiary under this Plan, the beneficiary will be the Member's
designated beneficiary under the Savings Plan. If no designation is made or if
no designated beneficiary survives the Member, the payment will be made in
accordance with the procedures set forth in the Savings Plan.
5.8 Disputes Concerning Beneficiaries. If the Pension
Committee is in doubt as to the right of any person to receive a benefit payable
under this Plan, the Pension Committee may, among other alternatives, pay the
disputed amount to any court of competent jurisdiction. The payment of the
disputed amount to a court of competent jurisdiction shall be a complete
discharge of the liability of the Employer therefor.
5.9 Amendment and Termination. This Plan may be amended,
suspended or terminated, in whole or in part, subject to applicable law, by
action of the Pension Committee at any time without the consent of any Employee,
Member, or beneficiary. No amendment to the Plan shall reduce any benefits that
any Member has been deemed to accrue under Article IV of this Plan on the date
of the amendment. Upon the termination of this Plan, any benefits that have been
deemed to accrue will be payable only in accordance with the time and manner of
payment as provided under Article IV.
ARTICLE VI - ADMINISTRATION OF THE PLAN
6.1 General Administration.
(a) The operation and administration of the Plan
will be controlled and managed by the
Employer, acting through the Pension
Committee.
(b) The Pension Committee shall, from time to
time, establish guidelines with respect to
the administration, claims review and appeal
procedures under this Plan. The Pension
Committee has the sole discretion to make
decisions and take any action with respect
to questions arising in connection with the
Plan, including the construction and
interpretation of the Plan.
(c) The Pension Committee shall, not less
frequently than annually, provide Members
with a statement reporting the Member's
current bookkeeping account balance.
(d) The Pension Committee shall exercise its
duties hereunder, and it may designate any
other person or persons to carry out its
functions and responsibilities.
(e) All decisions, actions or interpretations of
the Pension Committee will be final,
conclusive and binding on all parties.
6.2 Governing Law. The text of this Plan will control and the
headings to the Articles and Sections are for reference purposes only and do not
limit or extend the
meaning of any of the Plan's provisions. The Plan will be governed by and
construed in accordance with the laws of the State of New Jersey, except to the
extent New Jersey law is preempted by federal law. In the event any applicable
federal law is inconsistent with New Jersey State law, but such federal law does
not preempt New Jersey State law, then New Jersey State law will control.
6.3 Records. The records of the Employer will be conclusive in
respect of the determination of a Member's eligibility, the calculation of
benefits, and all other matters involved in the administration of this Plan.
6.4 Gender. Any reference to the masculine gender shall
include the feminine.
ARTICLE VII - NON-DUPLICATION OF BENEFITS
7.1 If a Member participates in another non-qualified plan,
which is sponsored by the Employer, any affiliated employer or other
corporations that are members of a controlled group of corporations of which the
Employer is a member, within the meaning of Section 1563(a) of the Code,
benefits payable under the other non-qualified plan, to the extent attributable
to the Section 401(a)(17) limits affecting the Savings Plan, which are the
subject of this Plan, will be reduced by the benefits otherwise payable under
this Plan. The decision of the Pension Committee as to duplication of benefits
otherwise payable under this Plan will be final. For this purpose, if the other
plans have as their purpose the intent to recompense its eligible participants
for amounts affected by the Code Section 401(a)(17) limits, it will be deemed a
non-qualified plan regardless of the terminology employed.