AMENDMENTS
TO THE
EXCESS BENEFIT PLAN OF JOHNSON & JOHNSON AND AFFILIATED
COMPANIES
Effective
as of January 1, 2009, or the date otherwise specifically
provided below, the Excess Benefit Plan of Johnson & Johnson
and Affiliated Companies (the “Plan”) shall be amended
to insert the following new 409A Addendum at the end of the
Plan:
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1.
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Section 409A Requirements
. Notwithstanding any other provision of the Plan to the contrary,
effective as of January 1, 2009, the terms of this 409A
Addendum shall apply to the payment of a participant’s 409A
Benefit. This 409A Addendum is intended to ensure that the terms of
the Plan comply with Section 409A of the Internal Revenue Code
of 1986, as amended, and the regulations and other guidance issued
thereunder (“Section 409A”). The provisions of
this 409A Addendum and any other section of the Plan that applies
to the payment of benefits on or after January 1, 2009, shall
be limited to those terms permitted under Section 409A. Any
terms of the Plan that are not permitted under Section 409A
shall be automatically modified and limited to the extent necessary
to comply with Section 409A, but only to the extent such
modification or limitation is permitted under
Section 409A.
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2.
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409A Benefit
. Effective as of January 1, 2009, each participant’s
Excess Pension Benefit shall be split into the participant’s
409A Benefit and the participant’s Grandfathered Benefit, as
follows:
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a.
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409A Benefit.
A participant’s “409A Benefit” shall be equal to
the participant’s total accrued benefit under the Plan less
the participant’s Grandfathered Benefit.
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b.
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Grandfathered Benefit
. A participant’s “Grandfathered Benefit” shall
be the portion of the participant’s benefit that was accrued,
earned, and vested as of December 31, 2004, determined under
the rules in effect as of that date.
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3.
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409A Payment Event
. No payment shall be made to, or in respect of, a
participant’s 409A Benefit under this Plan prior to the
occurrence of a 409A Payment Event. For purposes of this Plan, the
term “409A Payment Event” shall mean the date on which
one of the following occurs with respect to a participant (or a
date related to the occurrence of one of the following):
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a.
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Separation from Service (within the meaning of Treasury Regulations
Section 1.409A-1(h) and other applicable rules under
Section 409A);
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b.
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Death;
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c.
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Disability (within the meaning of Code Section 409A(a)(2)(C)
and the regulations thereunder);
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With
respect to a participant who retires from an Approved Absence from
“long-term disability” as defined in the
Company’s long-term disability income plan, the Company shall
determine whether a Separation from Service has occurred with
respect to the participant based on the facts and circumstances for
purposes of establishing the time of payment for the
participant’s benefits under the Plan. The Company’s
determination shall be made initially within 60 days of the
date the participant is placed on “long-term
disability,” and each anniversary of such date
thereafter.
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4.
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Payment of 409A Benefit
. Upon the occurrence of a 409A Payment Event, a
participant’s 409A Benefit shall be paid on the
participant’s Pension Commencement Date. For purposes of this
Plan, a participant’s “Pension Commencement Date”
shall be the first day of the month on or after the
participant’s (i) 55
th
birthday or (ii) 409A Payment Event, whichever is later. The
time and form of payment of a participant’s Grandfathered
Benefit shall be governed by the terms of the Plan in effect as of
October 3, 2004.
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5.
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Form of Payment of 409A Benefit
. Unless otherwise elected by a participant pursuant to applicable
rules and procedures under the Plan, a participant’s 409A
Benefit shall be payable in the form of a single life annuity if
the participant is single when the payment commences, or in the
form of a joint and 50% surviving spouse annuity if the participant
is married when the distribution commences. A participant may elect
in writing, in such manner, at such times, and pursuant to any
rules and procedures as the Company may adopt, to receive his 409A
Benefit in any form of payment that is available under the
Consolidated Retirement Plan of Johnson & Johnson (the
“Qualified Plan”), other than the Level Income Options,
provided that such election satisfies each of the following
conditions:
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a.
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The change in the form of payment complies with Section 409A
and Treasury Regulations
Section 1.409A-2(b)(2)(ii);
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b.
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Payment of the participant’s 409A Benefit has not commenced
as of the date of the election;
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