Exhibit 10.1

 



 

2701 Patriot Boulevard

Glenview, Illinois 60026

 

June 29, 2015

 

Mr. Michel Cup

 

Dear Michel:

 

On behalf of Mead Johnson Nutrition (“the Company”), I am pleased to extend our offer to join our leadership team. The following summarizes the key terms of our offer to join the Company.

 

Your position will be Executive Vice President & Chief Financial Officer, Level 21.  I trust that in your conversations with us you have developed a good understanding of the responsibilities and obligations of the job. The position will be located in the Company’s headquarters location in Glenview, IL, USA.

 

The following table summarizes the primary elements of your offer to join the Company:

 


	
Element
    	
 
    	
Comments
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Base Salary
    	
 
    	
USD 700,000
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Annual Incentive Plan:

MJN Senior Executive Performance Incentive Plan
    	
 
    	
Fully performing target range: 
   68% - 102%; Midpoint of 85%
    	
 
    	
Your target bonus will be prorated based on hire   date during first year of employment.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Annual Long-Term Incentive (“LTI”)
    	
 
    	
USD 1,858,000

 
    	
 
    	
Your LTI award target value for your grade level   will be delivered in the form of Performance Share Units (PSUs), Stock   Options, and Restricted Stock Units (RSUs). Individual LTI awards can be   adjusted up or down from the target based on individual performance or other   factors. LTI award guidelines are reviewed annually and may be adjusted   periodically. Your first annual cycle grant will be delivered in 2016.

 

LTI holdings are subject to the Company’s share   ownership guidelines which stipulate that you own and retain shares of   company stock equivalent to 3 (three) times base salary.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Transition Equity Award
    	
 
    	
USD 1,200,000
    	
 
    	
To be granted on the first day of the month   following your hire date, delivered as 50% options (3-year graded vesting)   and 50% RSUs (4-year cliff vesting)
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Transition Cash
    	
 
    	
USD 650,000 (gross)
    	
 
    	
Subject to clawback provisions upon voluntary   resignation or termination for cause within 24 months of your hire date
    




 











 


	
Vacation
    	
 
    	
4 weeks of vacation
    	
 
    	
Vacation eligibility is earned at a rate of 10   percent of the annual allotment for each full calendar month worked in first   calendar year. The full vacation allotment will be earned after your having   worked 10 months of the calendar year.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Employee Benefits Programs
    	
 
    	
Benefits requiring election: medical/dental plans,   reimbursement accounts, employee and dependent life insurance; The Mead   Johnson & Company Retirement Savings Plan (401(k) plan).

 

Benefits not requiring an election: Short-term and   long-term disability plans; travel accident plan
    	
 
    	
Benefits are subject to a 31 day enrollment period.   Default medical plan, dental plan, and life insurance of two times base pay   are in effect as of first day of employment.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Change in Control Benefits
    	
 
    	
You will be eligible to participate at the Tier 2   level: 2x base salary and bonus, as defined in the Plan.
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Relocation Assistance
    	
 
    	
Relocation benefits will be offered to you   consistent with the Company’s relocation policy
    	
 
    	
Relocation Repayment Agreement required
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Other Elements
    	
 
    	
Pre-placement Fitness for Work Evaluation and   Background Check; Employment Eligibility (I-9) Documentation; Confidentiality   Agreement
    	
 
    	
 
    




 

We look forward to your joining the Company and hope you will find this offer satisfactory in every respect. If you have any questions, please do not hesitate to call me at 812-832-2438.  Your anticipated start date is September 1, 2015.

 

	
Sincerely,
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
/s/ Ian Ormesher
    	
 
    	
 
    
	
Ian Ormesher
    	
 
    	
 
    
	
Senior Vice President, Human Resources
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Cc: MJN Staffing
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
I accept this   offer with the terms and conditions as outlined in this letter:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
/s/ Michel Cup
    	
 
    	
June 30, 2015
    
	
Michel Cup
    	
 
    	
Date