MEAD JOHNSON NUTRITION COMPANY
2009 SENIOR EXECUTIVE PERFORMANCE INCENTIVE PLAN
(Effective December 5, 2008)
1. Purpose. The purpose of this 2009 Senior Executive Performance 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 executive employees of the Company or its Subsidiaries or Affiliates by providing for Awards that
will serve as an incentive to annual performance by executive employees who contribute materially to the success of the
Company and its Subsidiaries and Affiliates. The Plan authorizes annual incentive awards that are intended to qualify as
“performance-based compensation” that is tax deductible without limitation under Section 162(m) of the Internal Revenue Code
of 1986, as amended (the “Code”).
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) “Award” means the amount of a Participant’s Award Opportunity in respect of a given Performance Year
determined by the Committee to have been earned and to be payable or potentially payable to the Participant, subject to
any conditions as may be imposed by the Committee.
(c) “Award Opportunity” means a specified percentage of the Award Pool that a Participant potentially may earn in
respect of a specified Performance Year, subject to such additional requirements as the Committee may impose. An Award
Opportunity constitutes a conditional right to receive an Award.
(d) “Award Pool” means a hypothetical