(One Year Cliff Vesting)
[MEAD JOHNSON LETTERHEAD]
MEAD JOHNSON NUTRITION COMPANY
RESTRICTED STOCK UNITS AGREEMENT
UNDER THE MEAD JOHNSON NUTRITION COMPANY
2009 STOCK AWARD AND INCENTIVE PLAN
MEAD JOHNSON NUTRITION COMPANY, a Delaware corporation (the “Company”), has granted to you the Restricted
Stock Units (“RSUs”) specified in the summary of your grant that is found on the Smith Barney website (the “Grant Summary”).
The Grant Summary is incorporated into this Restricted Stock Units Agreement (the “Agreement”) and deemed to be a part
hereof. The RSUs have been granted to you under Section 6(e) of the Mead Johnson Nutrition Company 2009 Stock Award and
Incentive Plan (the “Plan”), on the terms and conditions specified in the Grant Summary and this Agreement. Capitalized terms
not defined herein shall have the meanings assigned to such terms in the Plan.
The Compensation Committee of the Board of Directors of Mead Johnson Nutrition Company (the “Committee”) has
granted to you on the Award Date specified in the Grant Summary an Award of RSUs, as designated herein, subject to the
terms, conditions, and restrictions set forth in this Agreement and the Plan. Each RSU shall represent the conditional right to
receive, upon settlement of the RSU, one share of Mead Johnson Nutrition Company common stock (“Common Stock”). RSUs
include the right to receive Dividend Equivalents as specified in Section 3. The purpose of such Award is to motivate and retain
you as an independent director of the Company, to encourage you to continue to give your best efforts for the Company’s
future success, and to increase your proprietary interest in the Company. Except as may be required by law, you are not
required to make any payment or provide any consideration other than the rendering of future services to the Company.
Vesting of the RSUs is conditioned upon you remaining in continuous service on the Board of Directors of the Company
following the Award Date until the