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RESTRICTED STOCK UNITS AGREEMENT UNDER THE MEAD JOHNSON NUTRITION COMPANY 2009 STOCK AWARD AND INCENTIVE PLAN

Shareholder Agreement

RESTRICTED STOCK UNITS AGREEMENT 

UNDER THE MEAD JOHNSON NUTRITION COMPANY 

2009 STOCK AWARD AND INCENTIVE PLAN | Document Parties: MEAD JOHNSON NUTRITION COMPANY You are currently viewing:
This Shareholder Agreement involves

MEAD JOHNSON NUTRITION COMPANY

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Title: RESTRICTED STOCK UNITS AGREEMENT UNDER THE MEAD JOHNSON NUTRITION COMPANY 2009 STOCK AWARD AND INCENTIVE PLAN
Date: 3/27/2009

RESTRICTED STOCK UNITS AGREEMENT 

UNDER THE MEAD JOHNSON NUTRITION COMPANY 

2009 STOCK AWARD AND INCENTIVE PLAN, Parties: mead johnson nutrition company
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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.

 

1.

RESTRICTED STOCK UNITS AWARD

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.

 

2.

VESTING, FORFEITURES, AND SETTLEMENT

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 .

 

 

(i)

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.

 

 

(ii)

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.

 

3.

DIVIDEND EQUIVALENTS A


 
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