exv10ww









    EXHIBIT 10(w)



 




    Summary
    of Compensation Arrangements for

    Named Executive Officers and Directors



 




    Compensation
    Arrangements for Named Executive Officers



 



    Following is a description of the compensation arrangements that
    have been approved by the Compensation & Benefits
    Committee of the Board of Directors of Johnson &
    Johnson (the “Compensation Committee”) on
    February 8, 2010 for the Company’s Chief Executive
    Officer, Chief Financial Officer and the other three most highly
    compensated executive officers in 2009 (the “Named
    Executive Officers”).



 




    Annual
    Base Salary:



 



    The Compensation Committee has approved the following base
    salaries, effective February 22, 2010, for the Named
    Executive Officers:



 


	 	 	 	 	 
	

    William C. Weldon


	
 
	
    $
	
    1,860,000
	
 

	
    Chairman/CEO
	
 
	
 
	
 
	
 

	

    Dominic J. Caruso


	
 
	
    $
	
    753,900
	
 

	
    Vice President, Finance; CFO
	
 
	
 
	
 
	
 

	

    Russell C. Deyo


	
 
	
    $
	
    873,100
	
 

	
    Vice President, Human Resources and General Counsel
	
 
	
 
	
 
	
 

	

    Colleen Goggins


	
 
	
    $
	
    827,200
	
 

	
    Worldwide Chairman, Consumer Group
	
 
	
 
	
 
	
 

	

    Sherilyn S. McCoy


	
 
	
    $
	
    785,900
	
 

	
    Worldwide Chairman, Pharmaceuticals Group
	
 
	
 
	
 
	
 









 




    Annual
    Performance Bonus:



 



    The Compensation Committee has approved the following annual
    performance bonus payments for performance in 2009 (paid in the
    form of 85% cash and 15% Company Common Stock as determined by
    the Compensation Committee):



 


	 	 	 	 	 
	

    Mr. Weldon


	
 
	
    $
	
    3,600,000
	
 

	

    Mr. Caruso


	
 
	
    $
	
    1,004,000
	
 

	

    Mr. Deyo


	
 
	
    $
	
    1,164,000
	
 

	

    Ms. Goggins


	
 
	
    $
	
    1,007,000
	
 

	

    Ms. McCoy


	
 
	
    $
	
    1,205,000
	
 









 




    Stock
    Option and Restricted Share Unit Grants:



 



    The Compensation Committee has approved the following stock
    option and Restricted Share Unit (“RSU”) grants under
    the Company’s 2005 Long-Term Incentive Plan (the “LTI
    Plan”). The stock options were granted at an exercise price
    of $62.62, at the “fair market value” (calculated as
    the average of the high and low prices of the Company’s
    Common Stock on the New York Stock Exchange) on February 8,
    2010. The options will become exercisable on February 9,
    2013 and expire on February 7, 2020. The RSUs will vest on
    February 9, 2013, upon which, the holder, if still employed
    by the Company on such date, will receive one share of the
    Company’s Common Stock for each RSU.



 


	 	 	 	 	 	 	 	 	 
	

    Mr. Weldon


	
 
	
 
	
    586,873 stock options
	
 
	
 
	
 
	
    48,906 RSUs
	
 

	

    Mr. Caruso


	
 
	
 
	
    119,770 stock options
	
 
	
 
	
 
	
    9,981 RSUs
	
 

	

    Mr. Deyo


	
 
	
 
	
    131,747 stock options
	
 
	
 
	
 
	
    10,979 RSUs
	
 

	

    Ms. Goggins


	
 
	
 
	
    134,159 stock options
	
 
	
 
	
 
	
    11,180 RSUs
	
 

	

    Ms. McCoy


	
 
	
 
	
    143,724 stock options
	
 
	
 
	
 
	
    11,977 RSUs
	
 




















 








    Non-Equity
    Incentive Plan Awards:



 



    The Compensation Committee has approved the following non-equity
    incentive plan awards in recognition of performance during 2009
    under the Company’s Certificates of
    Long-Term
    Performance (“CLP”) program. Vested awards are not
    paid out until the earlier of ten years from the date of grant
    or retirement or other termination of employment. As of the
    grant date, the defined present value per CLP was $4.69. The CLP
    unit value will vary over time based on the performance of the
    Company.



 


	 	 	 	 	 	 	 	 	 
	

    Mr. Weldon


	
 
	
 
	
    1,471,215
	
 
	
 
	
 
	
    CLPs
	
 

	

    Mr. Caruso


	
 
	
 
	
    383,795
	
 
	
 
	
 
	
    CLPs
	
 

	

    Mr. Deyo


	
 
	
 
	
    319,830
	
 
	
 
	
 
	
    CLPs
	
 

	

    Ms. Goggins


	
 
	
 
	
    383,795
	
 
	
 
	
 
	
    CLPs
	
 

	

    Ms. McCoy


	
 
	
 
	
    469,085
	
 
	
 
	
 
	
    CLPs
	
 









 



    Due to the change in the planning basis of CLP awards from a
    vesting-based approach under the Certificates of Long-term
    Compensation Plan (the “CLC Plan”) to a grant-based
    approach under the new CLP Plan, which replaced the CLC Plan
    effective February 2010, certain executives were adversely
    impacted. The Committee approved selected one-time CLP awards to
    transition these executives to the new CLP Plan:



 


	 	 	 	 	 	 	 	 	 
	

    Mr. Caruso


	
 
	
 
	
    148,400
	
 
	
 
	
 
	
    CLPs
	
 

	

    Mr. Deyo


	
 
	
 
	
    426,440
	
 
	
 
	
 
	
    CLPs
	
 

	

    Ms. Goggins


	
 
	
 
	
    211,430
	
 
	
 
	
 
	
    CLPs
	
 









 




    Equity
    Compensation for Non-Employee Directors



 



    Each Non-Employee Director receives non-retainer equity
    compensation in the first quarter of each year under the LTI
    Plan in the form of shares of restricted Common Stock having a
    fair market value of $100,000 on the grant date. Accordingly,
    each Non-Employee Director was granted 1,596 shares of
    restricted Common Stock under the LTI Plan on February 8,
    2010. The restricted shares will become freely transferable on
    February 8, 2013.