MEAD JOHNSON NUTRITION COMPANY
2009 STOCK AWARD AND INCENTIVE PLAN
(Effective December 5, 2008)
1. Purpose . The purpose of this 2009 Stock Award and Incentive Plan (the “Plan”) is to aid Mead Johnson Nutrition
Company, a Delaware corporation (together with its successors and assigns, the “Company”), in attracting, retaining,
motivating and rewarding employees, non-employee directors, and other service providers of the Company or its Subsidiaries or
Affiliates, to provide for equitable and competitive compensation opportunities, to recognize individual contributions and
reward achievement of Company goals, and to promote the creation of long-term value for stockholders by closely aligning the
interests of Participants with those of stockholders. The Plan authorizes Stock-based and cash-based incentives for
2. Definitions . In addition to the terms defined in Section 1 above and elsewhere in the Plan, the following capitalized
terms used in the Plan have the respective meanings set forth in this Section:
(a) “Affiliate” means a corporation or other entity that directly, or indirectly through one or more intermediaries,
controls, is controlled by or is under common control with the Company. For purposes of the Plan, an ownership interest of
more than fifty percent (50%) shall be deemed to be a controlling interest.
(b) “Annual Limit” shall have the meaning specified in Section 5(b).
(c) “Award” means any Option, SAR, Restricted Stock, Stock Unit, Stock granted as a bonus or in lieu of another
award, Dividend Equivalent, Other Stock-Based Award, or Performance Award, together with any related right or interest,
granted to a Participant under the Plan.
(d) “Award Agreement” means the document issued, either in writing or by electronic means, by the Company to a
Participant evidencing the grant of an Award and setting forth the specific terms, conditions, restrictions and limitations
applicable to the Award.
(e) “Beneficiary” means the person, persons, trust