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Preliminary Proxy Statement

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Confidential, for the Use of the Commission Only (as permitted by Rule 14a6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to Rule 14a11(c) or Rule 14a12

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No fee required.

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Fee computed on table below per Exchange Act Rules 14a6(i)(4) and 011.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 011 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 011(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

Performance Year

Salary ($)(1)

Annual Performance Bonus ($)

Options Granted (#)

Options Granted ($)(2)

RSUs Granted (#)

RSUs Granted ($)(3)

CLPs Granted (#)

CLPs Granted ($)(4)

Total Planned Compensation ($)

2010

$1,851,154

$1,976,000

560,691

$4,189,483

46,724

$2,608,694

1,357,855

$6,830,011

$17,455,342

2009

$1,802,500

$3,600,000

586,873

$4,713,177

48,906

$2,773,851

1,471,215

$6,899,998

$19,789,526

(1)

The amounts reported represent base salaries paid to Mr. Weldon for the fiscal year.

(2)

2010 Grants: Option exercise price was $62.20. The grant date fair value as calculated under U.S. GAAP was $7.472 per option share. The BlackScholes option valuation model was used with the following assumptions: volatility of 18.27% based on a blended rate of fouryear daily historical average volatility rate and a fiveweek average implied volatility rate based on atthemoney traded Johnson & Johnson stock options with a life of two years; dividend yield of 3.60%; riskfree interest rate of 2.42% based on a U.S. Treasury rate of six years; and a sixyear option life.

2009 Grants: Option exercise price was $62.62. The grant date fair value as calculated under U.S. GAAP was $8.031 per option share. The BlackScholes option valuation model was used with the following assumptions: volatility of 17.43% based on a blended rate of fouryear daily historical average volatility rate, and a fiveweek average implied volatility rate based on atthemoney traded Johnson & Johnson stock options with a life of two years; dividend yield of 3.30%; riskfree interest rate of 2.78% based on a U.S. Treasury rate of six years; and a sixyear option life.


(3)

2010 Grants: The price used to determine the number of RSUs granted was $62.20, which was the average of the high and low prices of the Company’s Common Stock on the NYSE on the grant date. The grant date fair value for the RSU awards as calculated under U.S. GAAP was $55.832 per RSU based on the average of the high and low prices of the Company’s Common Stock on the NYSE on the grant date and discounted by an expected dividend yield of 3.60% due to the lack of dividends paid on the RSUs prior to vesting.

2009 Grants: The price used to determine the number of RSUs granted was $62.62, which was the average of the high and low prices of the Company’s Common Stock on the NYSE on the grant date. The grant date fair value for the RSU awards as calculated under U.S. GAAP was $56.718 per RSU based on the average of the high and low prices of the Company’s Common Stock on the NYSE on the grant date and discounted by an expected dividend yield of 3.30% due to the lack of dividends paid on the RSUs prior to vesting.


(4)

The defined CLP present value for purposes of determining the number of CLPs granted is the sum of the core CLP unit value on the date of grant and the estimated present value of the dividend equivalents to be paid over the 10year CLP term.


2010 Grants: The defined present value per CLP was $5.03. This consisted of the core CLP unit value of $4.26 and the estimated present value of the dividend equivalents of $0.77. The estimated present value of the dividend equivalents was calculated assuming a dividend equivalent amount of $0.1444 per unit per year, and a 4.27% discount rate

2009 Grants: The defined present value per CLP was $4.69. This consisted of the core CLP unit value of $3.99 and the estimated present value of the dividend equivalents of $0.70. The estimated present value of the dividend equivalents was calculated assuming a dividend equivalent amount of $0.1354 per unit per year, and a 4.84% discount rate.


The calculation took into account that dividend equivalents are only paid on vested CLPs.
