Exhibit 10.36
Directors Form
(One Year Cliff Vesting)
[MEAD JOHNSON
LETTERHEAD]
MEAD JOHNSON NUTRITION
COMPANY
RESTRICTED STOCK UNITS
AGREEMENT
UNDER THE MEAD JOHNSON NUTRITION
COMPANY
2009 STOCK AWARD AND INCENTIVE PLAN
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.
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1.
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RESTRICTED
STOCK UNITS AWARD
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The Compensation Committee of the
Board of Directors of Mead Johnson Nutrition Company (the
“Committee”) has granted to you on the Award Date
specified in the Grant Summary an Award of RSUs, as designated
herein, subject to the terms, conditions, and restrictions set
forth in this Agreement and the Plan. Each RSU shall represent the
conditional right to receive, upon settlement of the RSU, one share
of Mead Johnson Nutrition Company common stock (“Common
Stock”). RSUs include the right to receive Dividend
Equivalents as specified in Section 3. The purpose of such
Award is to motivate and retain you as an independent director of
the Company, to encourage you to continue to give your best efforts
for the Company’s future success, and to increase your
proprietary interest in the Company. Except as may be required by
law, you are not required to make any payment or provide any
consideration other than the rendering of future services to the
Company.
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2.
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VESTING,
FORFEITURES, AND SETTLEMENT
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Vesting of the RSUs is conditioned
upon you remaining in continuous service on the Board of Directors
of the Company following the Award Date until the vesting date,
subject to the provisions of this Section 2. Assuming
satisfaction of such service conditions, 100% of the RSUs shall
vest on the first anniversary of the Award Date (the “Vesting
Period”), if you remain on the Company’s Board of
Directors, subject to the provisions of this
Section 2.
(a) Nontransferability .
During the Vesting Period and any further period prior to
settlement of your RSUs, you may not sell, transfer, pledge or
assign any of the RSUs or your rights relating thereto.
(b) Time of Settlement . RSUs
shall be settled promptly upon expiration of the Vesting Period
without forfeiture of the RSUs (i.e., upon vesting) by delivery of
one share of Common Stock for each RSU being settled. Settlement of
RSUs which directly or indirectly result from non-cash Dividend
Equivalents on RSUs or adjustments to RSUs shall occur at the time
of settlement of the granted RSU. Until shares are delivered to you
in settlement of RSUs, you shall have none of the rights of a
stockholder of the Company with respect to the shares issuable in
settlement of the RSUs, including the right to vote the shares or
receive actual dividends or other distributions on the underlying
shares of Common Stock. (You are entitled to Dividend Equivalents,
however.) Shares of stock issuable in settlement of RSUs shall be
delivered to you upon settlement in certificated form or in such
other manner as the Company may reasonably determine.
(c) Death . In the event of
your death prior to the delivery of shares in settlement of your
vested RSUs, shares in settlement of your RSUs shall be delivered
to your estate upon presentation to the Committee of letters
testamentary or other documentation satisfactory to the Committee,
and your estate shall succeed to any other rights provided
hereunder in the event of your death.
(d) Other Terms .
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(i)
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You may, at any
time prior to the expiration of the Vesting Period, waive all
rights with respect to all or some of the RSUs by delivering to the
Company a written notice of such waiver.
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(ii)
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Upon any
termination of your service on the Board, you shall forfeit any
RSUs as to which the Vesting Period has not expired at or before
such termination. Other provisions of this Agreement
notwithstanding, in no event will an RSU that has been forfeited
thereafter vest or be settled.
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3.
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DIVIDEND
EQUIVALENTS A
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