exv10w1






Exhibit 10.1




JOHNSON & JOHNSON




2009 CERTIFICATES OF LONG-TERM PERFORMANCE PLAN




1. Purposes.




     The purposes of the Plan are to provide long-term incentives to those persons
with responsibility for the success and growth of Johnson & Johnson, a New Jersey
corporation (the “Corporation”) and its subsidiaries and affiliated entities, to
assist the Corporation and its subsidiaries and affiliated entities in recruiting,
retaining, and motivating a diverse and talented group of employees on a
competitive basis, and to ensure a pay for performance linkage for such persons.



2. Definitions.




     For purposes of the Plan:



     “Award” means a grant of Certificates of Long-Term Performance.



     “Board” means the Board of Directors of the Corporation.



     “Certificate of Long-Term Performance” means an Award, described in Section 5
hereof.



     “Code” means the Internal Revenue Code of 1986, as amended.



     “Committee” means the Compensation & Benefits Committee of the Board (or any
successor committee). The Committee shall be appointed by the Board and shall
consist of at least three independent, outside members of the Board. The members
of the Committee, in the judgment of the Board, shall constitute (a) non-employee
directors as defined in Rule 16b-3 of the Securities and Exchange Act of 1934 and
any rules and regulations of the principal stock exchange on which Common Stock is
listed or quoted and (b) outside directors as defined in the regulations under
Section 162(m) of the Code.



     “Common Stock” means the common stock, par value $1.00 per share, of the
Corporation.



     “Common Stock Dividend Yield” means the percentage determined by dividing:
(1) the cash dividends paid on one share of Common Stock during a calendar year by
(2) the daily average Closing Market Value of the Common Stock during that
calendar year.



     “Dividend Equivalent” means, on any dividend record date, an amount described
in Section 7 hereof.



     “Eligible Participants” means employees of the Corporation and its domestic
subsidiaries (including executive officers and officers of the Corporation),
employees of international subsidiaries and joint venture operations of the
Corporation and its subsidiaries, and employees of joint venture partners who are
assigned to any such joint ventures.



     “Closing Market Value” on any date means the closing sales price, on such
date, of shares of Common Stock on the principal securities exchange on which such
shares are traded.



     “Fiscal Year” means the fiscal year of the Corporation.



     “Formula Value” means the value of a Certificate of Long-Term Performance
described in Section 6 hereof.



     “Key Employee” means a key employee as defined in the regulations under
Section 409A of the Code.



     “Named Executive Officer” means, for any Fiscal Year, the Corporation’s
executive officers
who’s individual compensation information was disclosed in the Corporation’s
proxy statement in connection with the Corporation’s Annual Meeting of
Shareholders pursuant to the rules and regulations of the U.S. Securities &
Exchange Commission, as may be amended from time-to-time.



     “Participant” means an individual who has received an Award under the Plan.



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     “Plan” means the Johnson & Johnson 2009 Certificates of Long-Term Performance
Plan, as set forth herein and as amended from time to time.



     “Reported Average Basic Shares Outstanding” means, for any Fiscal Year, the
average shares outstanding – basic as reported in the Corporation’s consolidated
statements of earnings for that Fiscal Year.



     “Reported Net Earnings” means, for any Fiscal Year, the net earnings as
reported in the Corporation’s consolidated statements of earnings for that Fiscal
Year.



3. Administration of the Plan.




     (a) Authority of Committee. The Plan shall be administered by the Committee,
which shall have all of the powers vested in it by the terms of the Plan, such
powers to include the authority (within the limitations described in the Plan):




	 	•	 	to select the persons to be granted Awards under the Plan;
	 
	 	•	 	to determine the size and terms of Awards to be made to each
Participant;
	 
	 	•	 	to determine the time when Awards are to be granted and any conditions
that must be satisfied before an Award is granted;
	 
	 	•	 	to establish objectives and conditions for Awards;
	 
	 	•	 	to determine whether an Award shall be evidenced by an agreement and,
if so, to determine the terms and conditions of such agreement (which
shall not be inconsistent with the Plan) and who must be the parties to
such agreement;
	 
	 	•	 	to determine whether any conditions applicable to an Award have been
met; and
	 
	 	•	 	to determine the guidelines and/or procedures for the payment of
Awards.





     (b) Interpretation of Plan. The Committee shall have full power and authority
to administer and interpret the Plan and to adopt or establish such rules,
regulations, agreements, guidelines, procedures and instruments, which are not
inconsistent with the Plan and which, in the Committee’s opinion, may be necessary
or advisable for the administration and operation of the Plan. The Committee’s
interpretations of the Plan, and all actions taken and determinations made by the
Committee pursuant to the powers vested in it hereunder, shall be conclusive and
binding on all parties concerned, including the Corporation and all Eligible
Participants.



     (c) Delegation of Authority. To the extent not prohibited by law, the
Committee may delegate its authority hereunder to one or more of its members or
other persons, except that no such delegation shall be permitted with respect to
Awards to Eligible Participants who are subject to Section 16 of the Securities
Exchange Act of 1934. Any person to whom the Committee delegates its authority
pursuant to this Section 3(c) may receive Awards only if such Awards are granted
directly by the Committee without delegation.



     (d) Execution of Documents and Provision of Assistance. The Committee may
designate employees of the Corporation to execute documents on behalf of the
Committee or otherwise to assist the Committee in the administration and operation
of the Plan.



     (e) Uniformity Not Required. The terms and conditions that apply to Awards
need not be uniform among all Awards, among all Awards of the same type, among all
Awards granted to the same Participant, or among all Awards granted at the same
time.



4. Eligibility.




     (a) General. Subject to the terms and conditions of the Plan, the Committee
may, from time to time, select from all Eligible Participants those to whom Awards
shall be granted under Section 5 hereof and shall determine the nature and amount
of each Award.



     (b) International Participants. Notwithstanding any provision of the Plan to
the contrary, in order to foster and promote achievement of the purposes of the
Plan or to comply with provisions of law in other countries in which the



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Corporation or any of its subsidiaries or affiliates operates or has employees,
the Committee, in its sole discretion, shall have the power and authority to (i)
determine which Eligible Participants employed by the Corporation or any of its
subsidiaries or affiliates outside the United States should participate in the
Plan, (ii) modify the terms and conditions of any Awards made to such Eligible
Participants, and (iii) establish subplans and other Award terms, conditions, and
procedures to the extent such actions may be necessary or advisable to comply with
provisions of the laws and regulations of countries outside the United States in
order to assure the lawfulness, validity and effectiveness of Awards granted under
the Plan.




5. Awards to Eligible Participants.




     (a) Grants. Subject to the terms and conditions of the Plan, Certificates of
Long-Term Performance may be granted to Eligible Participants.



     (b) Certificate of Long-Term Performance. A Certificate of Long-Term
Performance is a contractual right to receive a cash amount based on the Formula
Value of a Certificate of Long-Term Performance, subject to such terms and
conditions as the Committee may establish.



     (c) Terms and Conditions. The Committee shall impose such terms, conditions,
and/or restrictions on any Certificates of Long-Term Performance granted pursuant
to the Plan as it may deem advisable including: forfeiture conditions; transfer
restrictions; restrictions based upon the achievement of specific performance
goals; time-based restrictions on vesting; and/or restrictions under applicable
federal, state, foreign, or other applicable laws. Unless otherwise determined by
the Committee, Awards shall vest 20% per year commencing on the first anniversary
of the grant date (except on in the case of death of a Participant while actively
employed in which case the Award would vest as follows: (1) 30% as of the grant
date: (2) an additional 40% on the date eighteen (18) months after the grant date;
and (3) and additional 30% on the date forty-two (42) months after the grant
date).



     (d) Form of Payment. Certificates of Long-Term Performance that become
payable in accordance with their terms and conditions shall be settled in cash.



     (e) Payment of Vested Certificate of Long-Term Performance Value. The
Corporation shall pay the Participant (or his or her beneficiary or estate) the
value of his or her vested Certificates of Long-Term Performance upon the earlier
of: (1) the tenth anniversary of the date of grant of the Certificates of Long-Term
Performance; or (2) the Participant’s Date of Termination. The value a Participant’s
vested Certificates of Long-Term Performance on that date is the Formula Value
multiplied by his or her number of vested Certificates of Long-Term Performance on
that date.



     (f) Timing of Payment. Unless otherwise determined by the Committee, the value
of vested Certificates of Long-Term Performance shall be paid as soon as practical
after the earlier of: (1) the tenth anniversary of the date of grant of the
Certificates of Long-Term Performance; or (2) the Participant’s Date of Termination.




     (i) Key Employees. If a Participant is a Key Employee, the payment of the
value of the Participant’s vested Certificates of Long-Term Performance as of
the Date of Termination shall be made as soon as practical after the date that
is six (6) months following the Date of Termination.




     (ii) Named Executive Officer. If a Participant is a Named Executive
Officer, the payment of the value of the Participant’s vested Certificates of
Long-Term Performance as of the Date of Termination shall be made on the date
that is the latter of: (1) as soon as practical after the date that is six (6)
months following the Date of Termination; or (2) on, or before, March
15th of the calendar year following the Date of Termination.



     (g) No Interest in Shares. Any person who holds Certificates of Long-Term
Performance shall have no ownership interest in any shares of Common Stock due to
holding Certificates of Long-Term Performance.



     (h) Transfer Restrictions. Certificates of Long-Term Performance may not be
sold, assigned, transferred, or otherwise disposed of, or mortgaged, pledged, or
otherwise encumbered at any time.



     (i) Evidence of Certificate of Long-Term Performance. Each Certificate of
Long-Term Performance granted pursuant to the Plan shall be evidenced by the
written records of Corporation.



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6. Formula Value.




     (a) Determined Annually. The Formula Value of a Certificate of Long-Term
Performance shall be determined by the Board each year, as of the end of the
Corporation’s Fiscal Year, subject to the terms of the Plan, and shall be set
forth in the Award document.



     (b) Adjustments to Formula Value. The Board, in its sole discretion, may
adjust the Five-Year Average Reported Net Earnings or the Five-Year Average
Reported Average Basic Shares Outstanding to adjust for the impact of specific
corporate transactions, accounting or tax law changes, and other extraordinary and
nonrecurring events.



7. Dividend Equivalents.




     (a) General. Unless otherwise determined by the Committee, Participants who
hold vested Certificates of Long-Term Performance shall be credited with one
Dividend Equivalent for each such vested Certificate of Long-Term Performance on
each cash dividend record date of the Common Stock. Dividend Equivalents cease to
be credited to Participants after a Certificate of Long-Term Performance has been
paid out.



     (b) Timing of Crediting Dividend Equivalents. Unless otherwise determined by
the Committee, a Participant must be employed with the Corporation on a cash
dividend record date of the Common Stock in order to be credited with one Dividend
Equivalent for each vested Certificate of Long-Term Performance for that date.



     (c) Timing of Payment. Unless otherwise determined by the Committee, Dividend
Equivalents credited to a Participant shall be paid in cash on the same date on
which the cash dividend on a share of Common Stock is paid.



     (d) Dividend Equivalent Formula. The Dividend Equivalent per quarter for a
Fiscal Year is the amount determined by multiplying (1) the Common Stock Dividend
Yield for the prior calendar year times (2) the Formula Value of a Certificate of
Long-Term Performance as of the prior Fiscal Year end and dividing the resulting
product by four (4). The Dividend Equivalent per quarter is rounded to the nearest
one-hundredth of a cent.



     (e) Form of Payment. Dividend Equivalents shall be paid in cash. The total
Dividend Equivalents paid to a Participant in a quarter shall be rounded to the
nearest cent.



     (f) Link to Cash Dividend on the Common Stock. A cash dividend must be
declared and paid on the Common Stock in order for a Dividend Equivalent to be
credited and paid on a vested Certificate of Long-Term Performance. If there is no
cash dividend declared and paid on the Common Stock for a particular date, then
there shall be no Dividend Equivalent credited or paid
on a vested Certificate of Long-Term Performance for that date.



8. No Deferral of Payments.




     Deferral of payments shall not be permitted under the Plan except to the
extent the Committee deems necessary to comply with applicable laws including
Section 409A of the Code.



9. Dilution and Other Adjustments.




     In the event of any merger, reorganization, consolidation, recapitalization,
stock dividend, stock split, combination, or exchange of shares or other change in
corporate structure affecting any class of Common Stock, the Committee shall make
such adjustments in the Formula Value and number of Certificates of Long-Term
Performance subject to any other Awards granted under the Plan (provided the
number of Certificates of Long-Term Performance subject to any Award shall always
be a whole number), as may be determined to be appropriate by the Committee. Such
adjustment shall be conclusive and binding for all purposes of the Plan.



10. Miscellaneous Provisions.




     (a) Rights as Shareholder. A Participant shall have no rights as a holder of
Common Stock with respect to Awards hereunder.



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     (b) No Loans. No loans from the Corporation or any of its subsidiaries or
affiliates to Participants shall be permitted in connection with the Plan.



     (c) No Assignment or Transfer. No Award under the Plan or any rights or
interests therein shall be transferable other than by will or the laws of descent
and distribution.



     (d) Withholding Taxes. The Corporation shall have the right to deduct from
all Awards paid in cash (and any other payment hereunder) any federal, state,
local, or foreign taxes required by law to be withheld with respect to such
Awards.



     (e) Currency and Other Restrictions. The obligations of the Corporation to
make delivery of Awards in cash shall be subject to currency and other
restrictions imposed by any government.



     (f) No Rights to Awards. Neither the Plan nor any action taken hereunder
shall be construed as giving any person any right to be retained in the employ or
service of the Corporation or any of its subsidiaries or affiliates, and the Plan
shall not interfere with or limit in any way the right of the Corporation or any
of its subsidiaries or affiliates to terminate any person’s employment or service
at any time. Except as set forth herein, no employee or other person shall have
any claim or right to be granted an Award under the Plan. By accepting an Award,
the Participant acknowledges and agrees that (i) the Award shall be exclusively
governed by the terms and conditions of the Plan, including the right reserved by
the Corporation to amend or cancel the Plan at any time without the Corporation
incurring liability to the Participant (except, to the extent that the terms of
the Award so provide, for Awards already granted under the Plan), (ii) Awards are
not a constituent part of salary and the Participant is not entitled, under the
terms and conditions of employment, or by accepting or being granted Awards under
the Plan to require Awards to be granted to him or her in the future under the
Plan or any other plan, (iii) the value of Awards received under the Plan shall be
excluded from the calculation of termination indemnities or other severance
payments, and (iv) the Participant shall seek all necessary approval under, make
all required notifications under, and comply with all laws, rules, and regulations
applicable to Certificates of Long-Term Performance, including currency and
exchange laws, rules, and regulations.



     (g) Beneficiary Designation. To the extent allowed by the Committee, each
Participant under the Plan may, from time to time, name any beneficiary or
beneficiaries (who may be named on a contingent or successive basis) to whom any
benefit under the Plan is to be paid in
case of his or her death before he or she receives any or all of such
benefit. Unless the Committee determines otherwise, each such designation shall
revoke all prior designations by the same Participant, shall be in a form
prescribed by the Committee, and shall be effective only when filed by the
Participant with the Corporation or its designee during the Participant’s
lifetime. In the absence of any such designation, benefits remaining unpaid at the
Participant’s death shall be paid to the Participant’s estate.



     (h) Costs and Expenses. The cost and expenses of administering the Plan shall
be borne by the Corporation and shall not be charged to any Award or to any
Participant.



     (i) Fractional Certificates. Fractional Certificates of Long-Term Performance
shall not be issued under an Award, but the Committee may direct that cash be paid
in lieu of fractional certificates or may round off fractional certificates, in
its discretion.



     (j) Funding of Plan. The Corporation shall not be required to establish or
fund any special or separate account or to make any other segregation of assets to
assure the payment of any Award under the Plan.



     (k) Successors. All obligations of the Corporation under the Plan with
respect to Awards granted hereunder shall be binding on any successor to the
Corporation, whether the existence of such successor is the result of a direct or
indirect purchase, merger, consolidation, or otherwise, of all or substantially
all of the business and/or assets of the Corporation.



     (l) Gender and Number. Except where otherwise indicated by the context, any
masculine term used herein also shall include the feminine, any feminine term used
herein shall include the masculine, and the plural shall include the singular and
the singular shall include the plural.



     (m) Severability. If any provision of the Plan shall be held illegal or
invalid for any reason, such illegality or invalidity shall not affect the
remaining parts of the Plan, and the Plan shall be construed and enforced as if
the illegal or invalid provision had not been included.



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     (n) Requirements of Law. The granting of Awards under the Plan shall be
subject to all applicable laws, rules, and regulations, and to such approvals by
any governmental agencies or national securities exchanges as may be required.



     (o) Rules of Construction. Whenever any provision of the Plan refers to any
law, rule, or regulation, such provision shall be deemed to refer to the law,
rule, or regulation currently in effect and, when and if such law, rule, or
regulation is subsequently amended or replaced, to the amended or successor law,
rule, or regulation. The term “including” shall be deemed to include the words
“including without limitation.”



     (p) Foreign Currency Exchange Rates. Unless otherwise determined by the
Committee, any Dividend Equivalent payment to a Participant who is paid in a
currency other than U.S. dollars shall be converted to that currency using the
foreign currency exchange rate used to prepare the balance sheet of the
Corporation as of the end of the month immediately prior to the date of payment.
Unless otherwise determined by the Committee, any payment of the Formula Value of
a Certificate of Long-Term Performance to a Participant who is paid in a currency
other than U.S. dollars shall be converted to that currency using the foreign
currency exchange rate used to prepare the balance sheet of the Corporation as of
the end of the Fiscal Year for which the Formula Value was calulated.



11. Effective Date, Governing Law, Amendments, and Termination.




     (a) Effective Date. The Plan was approved by the Board on June 9, 2009 and
became effective on September 14, 2009.



     (b) Amendments. The Committee may at any time terminate or from time to time
amend the Plan in whole or in part, but no such action shall adversely affect any
rights or obligations with respect to any Awards granted prior to the date of such
termination or amendment except to the extent that the Committee reasonably
determines that such termination or amendment is necessary or appropriate to
comply with applicable law (including the provisions of the Code
(and the regulations thereunder) pertaining to the deferral of compensation)
or the rules and regulations of any stock exchange on which Common Stock is listed
or quoted.



     (c) Governing Law. All questions pertaining to the construction,
interpretation, regulation, validity, and effect of the provisions of the Plan
shall be determined in accordance with the laws of the State of New Jersey without
giving effect to conflict of laws principles, except to the extent superseded by
federal law.



     (d) Termination. The Plan shall continue to be effective until terminated by
the Board.



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[Form of Award Agreement]




JOHNSON & JOHNSON




AWARD AGREEMENT

CERTIFICATES OF LONG-TERM PERFORMANCE




Granted To:




PID #

Grant Date:




	 	         	 	         	 
	 	 	Grant Type	 	 
	 	 	Certificates of Long-Term	 	 
	Grant No.	 	Performance	 	No. of Certificates
	 
	 	 	 	 
	 	 	 	 	 
	 	 	 	 	No. of Certificates to Vest on
	Vesting Schedule	 	Date	 	Vesting Date
	Vesting Date 1
	 	 	 	 
	Vesting Date 2
	 	 	 	 
	Vesting Date 3
	 	 	 	 
	Vesting Date 4
	 	 	 	 
	Vesting Date 5
	 	 	 	 






          1. Grant of Certificates of Long-Term Performance. Subject to the terms and
conditions of this Award Agreement and the Johnson & Johnson 2009 Certificates of
Long-Term Performance Plan, as amended from time to time (the “Plan”), Johnson &
Johnson, a New Jersey corporation, hereby grants you the above-stated number of
Certificates of Long-Term Performance (“CLPs”) that will become vested in
accordance with Section 2 hereof. Except where the context clearly indicates
otherwise, each capitalized term used herein shall have the definition assigned to
it by this Award Agreement or, to the extent that this Award Agreement does not
define a capitalized term used herein, by the Plan. The CLPs granted herein are
subject to all of the terms and conditions relating to CLPs contained in the Plan,
and the terms of the Plan are hereby incorporated herein by reference. A copy of
the Plan is available in and from the Office of the Secretary of Johnson & Johnson,
One Johnson & Johnson Plaza, New Brunswick, NJ 08933 (732-524-0400).




          2. Vesting of Certificates of Long-Term Performance.




               (a) General. Except as otherwise provided in this Section 2, the CLPs granted
herein shall be vested on the Vesting Dates above, provided that, on each vesting
date, you are, and have been at all times since the Grant Date, an employee of the
Company. For purposes of the CLPs, persons on Company-approved leaves of absence
are considered employees of the Company, but persons on long-term disability are
not considered employees of the Company, unless otherwise required by law.



               (b) Termination of Employment. If you cease to be employed by the Company for
any reason at any time before a vesting date, then except as otherwise provided in
this Section 2(c) hereof, the unvested CLPs shall become null and void on your Date
of Termination.



               (c) Death While Actively Employed. If you die while actively employed by the
Company, then the CLPs granted herein shall be vested as follows: (1) 30% as of the
Grant Date; (2) an additional 40% on the date eighteen (18) months after
the Grant Date; and (3) an additional 30% on the date 42 months after the
Grant Date, provided that, on each vesting date, the Participant had been at all
times since the grant date, an employee of the Company. The unvested CLPs shall
become null and void on your date of death.



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          3. Payment of Vested CLP Value.




          (a) Payment of Vested CLP Value. The Company shall pay to you (or your
beneficiary or estate) the value of your vested CLPs upon the earlier of: (1) the
tenth anniversary of the Grant Date of the CLPs; or (2) your Date of Termination.
The value of your vested CLPs on that date is the Formula Value multiplied by your
number of vested CLPs on that date.




          (b) Timing of Payment. The value of vested CLPs shall be paid as soon as
practical after the earlier of: (1) the tenth anniversary of the Grant Date of the
CLPs; or (2) your Date of Termination unless you are a Key Employee or Named
Executive Officer.




          (i) Key Employees. If you are a Key Employee, the payment of the value of your
vested CLPs as of your Date of Termination shall be made as soon as practical after
the date that is six (6) months following your Date of Termination.




          (ii) Named Executive Officer. If you are a Named Executive Officer, the
payment of the value of your vested CLPs as of your Date of Termination shall be
made on the date that is the latter of: (1) as soon as practical after the date
that is six (6) months following your Date of Termination; or (2) on, or before,
March 15th of the calendar year following your Date of Termination.




          4. Dividend Equivalents.




          (a) General. For each vested CLP you hold you will be credited with one
Dividend Equivalent for each cash dividend record date of the Common Stock.
Dividend Equivalents cease to be credited to you after a CLP has been paid out or
you have terminated employment with the Company.




          (b) Timing of Crediting Dividend Equivalents. You must be employed with the
Company on a cash dividend record date of the Common Stock in order to be credited
with one Dividend Equivalent for each vested Certificate of Long-Term Performance
for that date.




          (c) Timing of Payment. Dividend Equivalents shall be paid in cash on the same
date on which the cash dividend on a share of Common Stock is paid.




          5. Tax Withholding. The Company shall have the right to deduct from any
payment hereunder any federal, state, local, or foreign taxes required by law to be
withheld.




          6. Nontransferability of CLPs. The CLPs and any rights granted hereunder may
not be sold, transferred, assigned, pledged or hypothecated in any way (whether by
operation of law or otherwise), other than by will or the laws of descent and
distribution. Nor shall any such rights be subject to execution, attachment or
similar process, other than in accordance with the terms of the Plan. Upon any
attempt to sell, transfer, assign, pledge, hypothecate, or otherwise dispose of the
CLPs or of any rights granted herein contrary to the provisions of the Plan, or
upon the levy of any attachment or similar process upon the CLPs or such rights,
the CLPs and such rights shall become null and void, unless otherwise determined by
the Committee.




          7. No Special Employment Rights. Nothing contained in the Plan or this Award
Agreement shall be construed or deemed by any person under any circumstances to
bind the Company to continue your employment for any period.




          8. Notices. Unless Johnson & Johnson notifies you otherwise in writing, all
notices and designations to be submitted to Johnson & Johnson in connection with
the CLPs shall be addressed to:



Equity Compensation Resources

One Johnson & Johnson Plaza

New Brunswick, NJ 08933




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          9. Definitions. The following capitalized terms shall have the definitions set
forth below for purposes of this Certificate:




               (a) “Certificate of Long-Term Performance” means an Award, described in
Section 5 of the Johnson & Johnson 2009 Certificates of Long-Term Performance Plan.



               (b) “Committee” means the Compensation & Benefits Committee of the Board of
Directors of Johnson & Johnson (or any successor committee).



               (c) “Company” means Johnson & Johnson and its subsidiaries and affiliates, as
determined by the Committee.



               (d) “Date of Termination” means the last date on which you were in an active
employment status with the Company. Specifically, if you are covered by a severance
agreement or arrangement, the Date of Termination shall be your last date of active
employment with the Company, not the date corresponding to the end of the severance
period. If you become Disabled, your Date of Termination is the date on which you
are considered to be Disabled.



               (e) “Disability” or “Disabled” means termination of employment with the
Company accompanied by a change in status to “disabled” in accordance with the
personnel and/or human resources policy of the Company.



               (f) “Dividend Equivalent” means, on any dividend record date, an amount
described in Section 7 of the Johnson & Johnson 2009 Certificates of Long-Term
Performance Plan.



               (g) “Five-Year Average Reported Average Basic Shares Outstanding” means, as of
the end of each Fiscal Year of the Company, the average of the Reported Average
Basic Shares Outstanding of the five (5) Fiscal Years ending as of the end of that
Fiscal Year.



               (h) “Five-Year Average Reported Net Earnings” means, as of the end of each
Fiscal Year of the Company, the average of the Reported Net Earnings of the five
(5) Fiscal Years ending as of the end of that Fiscal Year.



               (i) “Formula Value” means the average of annual net earnings as reported per
share of Common Stock of the Company for five (5) Fiscal Years ending as of the end
of that Fiscal Year. For purposes of calculating the five-year average of annual
net earnings as reported per share of Common Stock of the Company, Five-Year
Average Reported Net Earnings is divided by Five-Year Average Reported Average
Basic Shares Outstanding. The Formula Value shall be rounded to the nearest cent.



               (j) “Grant Date” means the date on which the CLPs are granted, as set forth
above.



               (k) “Key Employee” means a key employee as defined in the regulations under
Section 409A of the Code.



               (l) “Named Executive Officer” means, for any Fiscal Year, the Corporation’s
executive officers who’s individual compensation information was disclosed in the
Corporation’s proxy statement in connection with the Corporation’s Annual Meeting
of Shareholders pursuant to the rules and regulations of the U.S. Securities &
Exchange Commission, as may be amended from time-to-time.



          10. Miscellaneous.




               (a) Except as provided herein, this Award Agreement may not be amended or
otherwise modified unless evidenced in writing and signed by Johnson & Johnson.



               (b) This Award Agreement shall be governed by and construed in accordance with
the laws of the State of New Jersey without giving effect to conflict of laws
principles, except to the extent superseded by federal law.



	 	 	 	 	 
	 	 	Johnson & Johnson

 	 
	 	By:  	
 	 
	 	 	 	 
	 	 	 	 
	 




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