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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/24/11 Bard C R Inc/NJ 10-K 12/31/10 112:14M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.03M
22: 10-K PDF Attachment of the Form 10-K -- d10k1 PDF 635K
2: EX-10.(BW) 2005 Directors' Stock Award Plan of C.R.Bard, Inc. HTML 68K
3: EX-10.(BX) Executive Choice Plan of C.R. Bard, Inc. HTML 38K
4: EX-10.(BY) Form of Stock Option Award Certificate and Form of HTML 64K
Stock Option Terms
5: EX-10.(BZ) Form of Restricted Stock Award Certificate and HTML 60K
Form of Restricted Stock
6: EX-10.(CA) Form of Change of Control Agreement HTML 75K
7: EX-10.(CB) Master Confirmation Agreement HTML 156K
8: EX-10.(CC) Supplemental Confirmation Agreement HTML 46K
10: EX-21 Subsidiaries of the Registrant HTML 71K
11: EX-23.1 Consent of Independent Registered Public HTML 36K
Accounting Firm
9: EX-12.1 Computation of Ratio of Earnings to Fixed Charges HTML 47K
12: EX-31.1 Rule 13A-14(A)/15D-14-(A) Certification of Chief HTML 39K
Executive Officer
13: EX-31.2 Rule 13A-14(A)/15D-14(A) Certification of Chief HTML 39K
Financial Officer
14: EX-32.1 Section 1350 Certification of Chief Executive HTML 34K
Officer
15: EX-32.2 Section 1350 Certification Fo Chief Financial HTML 34K
Officer
87: XML IDEA XML File -- Definitions and References XML 324K
101: XML IDEA XML File -- Filing Summary XML 305K
96: XML.R1 Document and Entity Information XML 236K
97: XML.R2 Consolidated Statements of Income XML 250K
57: XML.R3 Consolidated Balance Sheets XML 436K
65: XML.R4 Consolidated Balance Sheets (Parenthetical) XML 136K
85: XML.R5 Consolidated Statements of Shareholders' XML 791K
Investment
82: XML.R6 Consolidated Statements of Shareholders' XML 131K
Investment (Parenthetical)
107: XML.R7 Consolidated Statements of Cash Flows XML 596K
34: XML.R8 Significant Accounting Policies XML 82K
81: XML.R9 Acquisitions and Divestiture XML 82K
30: XML.R10 Restructuring XML 60K
29: XML.R11 Income Taxes XML 147K
56: XML.R12 Earnings per Common Share XML 74K
91: XML.R13 Financial Instruments XML 116K
58: XML.R14 Inventories XML 66K
61: XML.R15 Other Intangible Assets XML 72K
76: XML.R16 Debt XML 70K
112: XML.R17 Commitments and Contingencies XML 83K
50: XML.R18 Share-Based Compensation Plans XML 158K
23: XML.R19 Pension and Other Postretirement Benefit Plans XML 207K
64: XML.R20 Other (Income) Expense, Net XML 77K
90: XML.R21 Segment Information XML 93K
41: XML.R22 Unaudited Interim Financial Information XML 103K
86: XML.R23 Valuation and Qualifying Accounts XML 93K
62: XML.R24 Significant Accounting Policies (Policy) XML 242K
106: XML.R25 Income Taxes (Tables) XML 180K
93: XML.R26 Earnings per Common Share (Tables) XML 73K
68: XML.R27 Financial Instruments (Tables) XML 134K
77: XML.R28 Inventories (Tables) XML 64K
28: XML.R29 Other Intangible Assets (Tables) XML 71K
32: XML.R30 Debt (Tables) XML 64K
43: XML.R31 Share-Based Compensation Plans (Tables) XML 188K
52: XML.R32 Pension and Other Postretirement Benefit Plans XML 235K
(Tables)
75: XML.R33 Other (Income) Expense, Net (Tables) XML 73K
92: XML.R34 Segment Information (Tables) XML 97K
26: XML.R35 Unaudited Interim Financial Information (Tables) XML 108K
35: XML.R36 Valuation and Qualifying Accounts (Tables) XML 120K
98: XML.R37 Significant Accounting Policies (Narrative) XML 471K
(Details)
105: XML.R38 Acquisition and Divestiture (Narrative) (Details) XML 1.77M
69: XML.R39 Restructuring (Narrative) (Details) XML 98K
109: XML.R40 Income Taxes (Narrative) (Details) XML 279K
36: XML.R41 Income Taxes (Income Before Income Taxes) XML 234K
(Details)
111: XML.R42 Income Taxes (Income Tax Provision) (Details) XML 192K
46: XML.R43 Income Taxes (Deferred Tax Assets and Deferred Tax XML 202K
Liabilities) (Details)
24: XML.R44 Income Taxes (Reconciliation Between the Effective XML 131K
Income Tax Rate and the Federal Statutory Rate)
(Details)
45: XML.R45 Income Taxes (Foreign Tax Incentives Consist of XML 96K
Incentive Tax Grants) (Details)
89: XML.R46 Income Taxes (Reconciliation of the Gross Amounts XML 127K
of Unrecognized Tax Benefits) (Details)
104: XML.R47 Income Taxes (Summary of the Tax Years) (Details) XML 156K
59: XML.R48 Earnings per Common Share (Earnings Per Share XML 350K
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48: XML.R49 Financial Instruments (Narrative) (Details) XML 315K
74: XML.R50 Financial Instruments (Schedule of Location and XML 232K
Fair Value of Derivative Instruments Segregated
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Instruments) (Details)
27: XML.R51 Financial Instruments (Schedule of Location and XML 224K
Amounts of Gains and Losses on Derivative
Instruments Designated as Cash Flow Hedges)
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79: XML.R52 Financial Instruments (Schedule of Location and XML 58K
Amounts of Gains and Losses on the Derivative
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49: XML.R53 Financial Instruments (Schedule of Location and XML 52K
Amounts of Gains and Losses on the Derivative
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33: XML.R54 Financial Instruments (Summary of Financial XML 139K
Instruments at Fair Value on Recurring Basis)
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103: XML.R55 Inventories (Inventory Disclosure Table) (Details) XML 117K
100: XML.R56 Other Intangible Assets (Narrative) (Details) XML 142K
55: XML.R57 Other Intangible Assets (Other Intangible Assets) XML 198K
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40: XML.R58 Debt (Narrative) (Details) XML 331K
94: XML.R59 Debt (Schedule of Long-Term Debt) (Details) XML 149K
31: XML.R60 Commitments and Contingencies (Narrative) XML 1.45M
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83: XML.R61 Share-Based Compensation Plans (Narrative) XML 979K
(Details)
80: XML.R62 Share-Based Compensation Plans (Amounts Recognized XML 188K
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99: XML.R63 Share-Based Compensation Plans (Schedule of Share XML 162K
Based Compensation Arrangements by Share Based
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95: XML.R64 Share-Based Compensation Plans (Schedule of XML 127K
Assumptions Used to Estimate Fair Value) (Details)
108: XML.R65 Share-Based Compensation Plans (Schedule of XML 121K
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38: XML.R66 Share-Based Compensation Plans (Schedule of XML 121K
Activity in Non Vested Restricted Stock Unit
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54: XML.R67 Share-Based Compensation Plans (Schedule of XML 120K
Activity in Management Stock Purchase Program)
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72: XML.R68 Share-Based Compensation Plans (Schedule of XML 125K
Assumptions Used to Determine Compensation Expense
for Management Stock Purchase Program) (Details)
63: XML.R69 Share-Based Compensation Plans (Schedule of XML 126K
Assumptions of Weighted Average for ESPP Purchases
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73: XML.R70 Pension and Other Postretirement Benefit Plans XML 551K
(Narrative) (Details)
110: XML.R71 Pension and Other Postretirement Benefit Plans XML 466K
(Change in Fair Value of Plan Assets and Funded
Status for the Plans) (Details)
39: XML.R72 Pension and Other Postretirement Benefit Plans XML 124K
(Defined Benefit Pension Plans - Amounts
Recognized in Accumulated Other Comprehensive
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47: XML.R73 Pension and Other Postretirement Benefit Plans XML 89K
(Amounts Recognized in the Consolidated Balance
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42: XML.R74 Pension and Other Postretirement Benefit Plans XML 178K
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70: XML.R75 Pension and Other Postretirement Benefit Plans XML 142K
(Weighted Average Assumptions Used in Determining
Pension Plan Information) (Details)
78: XML.R76 Pension and Other Postretirement Benefit Plans XML 99K
(Weighted Average Target Asset Allocations for the
Plans) (Details)
67: XML.R77 Pension and Other Postretirement Benefit Plans XML 1.38M
(Fair Value Measurements of Plan Assets) (Details)
60: XML.R78 Pension and Other Postretirement Benefit Plans XML 92K
(Expected Benefit Payments) (Details)
37: XML.R79 Pension and Other Postretirement Benefit Plans XML 109K
(Change in the Benefit Obligation) (Details)
25: XML.R80 Other (Income) Expense, Net (Narrative) (Details) XML 85K
71: XML.R81 Other (Income) Expense, Net (Schedule of Other XML 299K
Income Expense Net) (Details)
53: XML.R82 Segment Information (Net Sales Based on the XML 590K
Location of the External Customer and Identifiable
Assets by Geographic Region) (Details)
66: XML.R83 Segment Information (Total Net Sales by Disease XML 543K
State) (Details)
88: XML.R84 Unaudited Interim Financial Information XML 427K
(Narrative) (Details)
84: XML.R85 Unaudited Interim Financial Information (Unaudited XML 324K
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51: XML.R86 Valuation and Qualifying Accounts (Valuation and XML 269K
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| 2005 Directors' Stock Award Plan of C.R.Bard, Inc. |
Exhibit 10bw
2005 DIRECTORS’ STOCK AWARD PLAN
OF
C. R. BARD, INC.
(AS AMENDED AND RESTATED)
Effective as of December 8, 2010, the 2005 Directors’ Stock Award Plan of C. R. Bard, Inc. (the “Plan”) is hereby amended and restated by C. R. Bard, Inc., a New Jersey corporation (the “Corporation”), as set forth herein.
The Corporation’s objectives in maintaining the Plan are (a) to attract and retain highly qualified individuals to serve on the Board of Directors of the Corporation, (b) to relate non-employee directors’ compensation more closely to the Corporation’s performance and its shareholders’ interests, and (c) to increase non-employee directors’ stock ownership in the Corporation.
SECTION 1. DEFINITIONS.
For purposes of the Plan, the following terms shall have the indicated meanings:
1.01 “Award” shall mean an Option, Stock Award, SAR or other stock-based award granted pursuant to the Plan.
1.02 “Board” shall mean the Board of Directors of the Corporation.
1.03 “Code” shall mean the Internal Revenue Code of 1986, as amended (or any successor statute thereto).
1.04 “Committee” shall mean the Governance Committee of the Board or such other committee as may be designated by the Board.
1.05 “Common Stock” shall mean the Common Stock of the Corporation, par value $0.25 per share.
1.06 “Corporation” shall mean C. R. Bard, Inc., a New Jersey corporation.
1.07 “Director” shall mean a member of the Board.
1.08 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
1.09 “Fair Market Value” shall mean on any given date: (a) the mean between the high and low sale price of the Common Stock on that day as reported on the New York Stock Exchange-Composite Transactions Tape or, if no sale of Common Stock shall have occurred on the New York Stock Exchange on that day, on the next preceding day on which there was a sale; or (b) in the case of a simultaneous exercise and sale, the actual price Optionee receives in the open market on the date of the exercise. If the Common Stock is not traded on the New York Stock Exchange, the Fair Market Value shall be the amount that is reasonably determined by the Committee.
1.10 “Option” shall mean a stock option granted pursuant to Section 5 of the Plan.
1.11 “Option Price” shall mean the purchase price per Share of an Option, as determined pursuant to Section 5.04 of the Plan.
1.12 “Option Period” shall mean the period from the date of the grant of an Option to the date of its expiration as provided in Section 5.
1.13 “Optionee” shall mean a Participant who has been granted an Option under the Plan.
1.14 “Participant” shall mean any non-employee Director who receives an Award.
1.15 “Permanent Disability” shall mean any disability which prevents a Director from performing all duties as a Director.
1.16 “Plan” shall mean the C. R. Bard, Inc. 2005 Directors’ Stock Award Plan (as amended and restated).
1.17 “Retirement” shall mean the voluntary cessation of service as a director by a director who is 55 years of age or older and who has served on the Board for at least five years.
1.18 “SAR” shall mean stock appreciation right granted pursuant to Section 6 of the Plan.
1.19 “Stock Award” shall mean Common Stock awards granted pursuant to Section 4 of the Plan.
1.20 “Term” shall mean the number of years that the Participant is appointed or elected to serve as a Director.
1.21 “Transfer Restriction Period” shall mean the period of time during which a Stock Award will remain subject to the transfer restrictions set forth in Section 4.04 of the Plan.
1.22 “Unrestricted Stock” shall mean Common Stock awarded to a Participant which Common Stock is not subject to a vesting period or installment delivery specified by the Committee.
1
1.23 “Vesting Restriction Period” shall mean the period of time during which a Stock Award will remain subject to vesting restrictions as described in Section 4.01(b) of the Plan.
SECTION 2. SHARES SUBJECT TO THE PLAN.
Subject to adjustment as provided in Section 10, the total number of shares of Common Stock which may be issued under the Plan is 350,000. The shares may consist, in whole or in part, of unissued shares or treasury shares. The issuance of shares or the payment of cash upon the exercise of an Award or in consideration of the cancellation or termination of an Award shall reduce the total number of shares available under the Plan, as applicable. Shares subject to Awards which are forfeited, terminate or otherwise lapse will be added back to the aggregate number of shares available under the Plan.
SECTION 3. ADMINISTRATION.
3.01 Determination of Awards. Subject to the provisions of the Plan, the Committee shall have exclusive power to select the Participants and to determine the amount of, or method of determining, the Awards to be made to Participants. All Awards granted to Participants under the Plan shall be evidenced by an Award agreement which specifies the type of Award granted pursuant to the Plan, the number of shares of Common Stock underlying the Award and all terms governing the Award, including, without limitation, terms regarding vesting, exercisability and expiration of the Award.
3.02 Interpretation of Plan. The Committee is authorized to interpret the Plan, to establish, amend or rescind any rules and regulations relating to the Plan and to make any other determinations that it deems necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems necessary or desirable. Any decision of the Committee in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned (including, but not limited to, Participants and their beneficiaries or successors). The Committee shall have the full power and authority, consistent with the provisions of the Plan, to establish the terms and conditions of any Award and to waive any such terms or conditions at any time (including, without limitation, accelerating or waiving any vesting conditions).
3.03 Tax Withholding. The Committee shall require payment of any amount it may determine to be necessary to withhold for federal, state, local or other taxes as a result of the exercise, grant or vesting of an Award as a condition to such exercise, grant or vesting. Unless the Committee specifies otherwise, the Participant may elect to pay a portion or all of such withholding taxes by (a) delivery in shares of Common Stock or (b) having shares of Common Stock withheld by the Corporation from any shares of Common Stock that would have otherwise been received by the Participant.
SECTION 4. STOCK AWARDS.
4.01 Formula Grant of Stock Award.
(a) Grant. On the first business day in October following the appointment or election of an individual as a Director (the “Grant Date”), each nonemployee Director shall receive a Stock Award of 400 shares of Common Stock for each year or partial year remaining in his or her Term (other than a partial year resulting from the appointment or election of a Director subsequent to the October 1st immediately preceding the annual meeting at which the term of office of such Director will expire).
(b) Formula Grant Vesting Restriction Period. Unless otherwise determined by the Committee, each Stock Award granted pursuant to Section 4.01 shall vest with respect to the first 400 shares of Common Stock on the Grant Date and, with respect to the remaining shares of Common Stock included in such Stock Award, on each October 1 following the date on which the Stock Award was granted. If for any reason, the Participant ceases to serve as a Director prior to the date on which he or she is fully vested in the Stock Award granted under this Section 4.01, he or she shall forfeit all of the unvested shares underlying such Stock Award.
(c) Formula Grant Transfer Restriction Period. The transfer restrictions set forth in Section 4.04 of this Plan shall apply to shares of Common Stock underlying grants of Stock Awards made pursuant to Section 4.01 of the Plan until the second anniversary of the end of the Vesting Restriction Period applicable to such shares. Notwithstanding the foregoing sentence, however, the Transfer Restriction Period shall end upon the death or Permanent Disability of the Participant.
4.02 Additional Stock Awards. The Committee may grant Stock Awards in addition to those provided in Section 4.01 of the Plan in such form, and dependent on such conditions and restrictions (or without conditions and restrictions), as the Committee, in its sole discretion, shall determine and as set forth in the Stock Award agreement, including, without limitation, the right to receive, or vest with respect to the Stock Award upon the completion of a specified period of service as a Director, the occurrence of an event and/or the attainment of performance objectives, and all other terms and conditions of such Stock Award. Except as otherwise provided by the Committee, Stock Awards granted pursuant to this Section 4.02 shall not vest earlier than the third anniversary of the date on which they are granted. Restrictions on Stock Awards shall lapse
2
over a period of time or according to such other criteria as set forth in the Stock Award agreement. Notwithstanding anything else to the contrary, a Stock Award that is not subject to vesting shall be made only in lieu of the payment of a cash retainer to the Director.
4.03 Termination of Director, Death, Permanent Disability, or Retirement.
(a) With respect to formula based Stock Awards (granted pursuant to Section 4.01) of the Plan, if for any reason, the Participant ceases to serve as a Director prior to the end of the Vesting Restriction Period applicable to such shares, he or she shall forfeit all unvested shares underlying such Stock Award.
(b) With respect to additional Stock Awards (granted pursuant to Section 4.02 of the Plan), except as otherwise provided herein, in the event that a Participant ceases during the Vesting Restriction Period to be a Director for any reason other than death or Retirement, the Participant shall forfeit the Stock Award as to all shares of Common Stock covered by the Award with respect to which such Vesting Restriction Period has not ended, and those shares of Common Stock must be immediately returned to the Corporation. The Committee may, however, provide for complete or partial exceptions to this requirement as it deems appropriate.
(c) With respect to additional Stock Awards (granted pursuant to Section 4.02 of the Plan), in the event the Participant ceases to be a Director during the Vesting Restriction Period due to death or Retirement, the Vesting Restriction Period shall terminate and all of the shares of Common Stock covered by the Award shall be free of all restrictions.
4.04 Restrictions on Transfer and Legend on Stock Certificate.
(a) During the Transfer Restriction Period set forth in Section 4.01(c) or in the applicable grant Agreement governing a Stock Award granted pursuant to Section 4.02 of the Plan, a Participant may not sell, assign, transfer, pledge, or otherwise dispose of the shares of Common Stock of the Stock Award except as provided under Section 7. Shares of Common Stock related to a Stock Award shall be held at the Corporation’s transfer agent in book entry form and shall contain a legend giving appropriate notice of the restrictions in the Stock Award agreement. The Participant shall be entitled to have the legend removed from the book entry covering the shares of Common Stock subject to restrictions when all restrictions on such shares of Common Stock have lapsed.
(b) Each share of Common Stock representing a Stock Award subject to restrictions shall be registered in the name of the Participant to whom the Stock Award was granted and bear the following, or a substantially similar, legend:
“The transferability of this Certificate and the Common Stock represented hereby is subject to the terms and conditions, including forfeiture, contained in Section 4 of the C. R. Bard, Inc. 2005 Directors’ Stock Award Plan, as amended from time to time, and an agreement entered into between the registered owner and C. R. Bard, Inc. Copies of the Plan and Stock Award agreement are on file in the executive office of C. R. Bard, Inc., 730 Central Avenue, Murray Hill, New Jersey 07974.”
4.05 Right to Vote and to Receive Dividends. During the Vesting Restriction Period and Transfer Restriction Period, the Participant shall have the right to vote shares of Common Stock subject to Stock Awards and to receive any dividends or other distributions paid on such shares of Common Stock.
4.06 Delivery of Certificates. When each of the Vesting Restriction Period and Transfer Restriction Period have lapsed with regard to shares of Common Stock related to a Stock Award, the Corporation shall direct the transfer agent to remove the restrictions relating to the Award or, at the Participant’s request, (or at the request of the Participant’s legal representative, beneficiary or heir) shall deliver within 60 days after such vesting to the Participant, or to the Participant’s legal representative, beneficiary or heir, a certificate or certificates without the legend referred to in Section 4.04 above, for such shares of Common Stock.
SECTION 5. OPTIONS.
5.01 Grant of Options. The Committee, in its sole discretion, may grant Options to any Director under the Plan.
5.02 Term of Option. The term of any Option shall not exceed ten years from the date of grant.
5.03 Conditions of Option. Except to the extent otherwise provided in the Plan, Options shall be in such form, and dependent on such conditions, as the Committee shall determine and as set forth in the Option agreement, including, without limitation, the right to receive, or vest with respect to the Option upon the completion of a specified period of service as a Director, the occurrence of an event and/or the attainment of performance objectives, and all other terms and conditions of such Option.
5.04 Option Price. The Option Price per share of Common Stock shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date the Option is granted. Notwithstanding any provision in this Plan to the contrary
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other than the last sentence of this paragraph, no Option may be amended to reduce the per Share Option Price of any outstanding Option below the Option Price determined as of the date the Option is granted without the approval of the Corporation’s shareholders, nor may an Option or other Award be granted in exchange for, or in connection with, the cancellation or surrender of an Option or other Award having a higher Option Price or exercise price without the approval of the Corporation’s shareholders. The restrictions set forth in this Section 5.04 shall not apply to the assumption of, substitution for, or adjustment of outstanding Options that are assumed, substituted, or adjusted in connection with a transaction described in Section 10, provided that the aggregate Option Price times the number of shares underlying the Option immediately before the transaction equals or exceeds the aggregate Option Price times the number of Shares underlying the Option (or substituted Option) immediately following the transaction.
5.05 Exercisability. Except as determined by the Committee and set forth in the Option agreement, an Option shall become exercisable with regard to twenty-five percent of the Option on the date of the four successive anniversary dates of the grant date. Further, all Options shall become immediately exercisable upon the death of a Participant if as of the date of the Participant’s death, the Participant had not otherwise ceased to be a Director. In no event shall an Option be exercisable at any time after the expiration of the term of the Option.
5.06 Exercise of Options. Except as otherwise provided in the Plan or in an Option agreement, an Option may be exercised for all, or from time to time any part, of the shares of Common Stock for which it is then vested and exercisable.
(a) The exercise date of an Option shall be the later of the date a notice of exercise is received by the Corporation and, if applicable, the date payment is received by the Corporation pursuant to (b) below.
(b) The purchase price for the shares of Common Stock as to which an Option is exercised shall be paid to the Corporation in full at the time of exercise at the election of the Participant (i) in cash or its equivalent (e.g., by check), (ii) to the extent permitted by the Committee, in shares of Common Stock having a Fair Market Value equal to the aggregate Option Price for the shares of Common Stock being purchased and satisfying such other requirements as may be imposed by the Committee; provided, that such shares of Common Stock have been held by the Participant for no less than six months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles), (iii) partly in cash and, to the extent permitted by the Committee, partly in such shares of Common Stock or (iv) subject to rules and limitations established by the Committee, through the delivery of irrevocable instructions to a broker to sell shares of Common Stock obtained upon the exercise of the Option and to deliver promptly to the Corporation an amount out of the proceeds of such sale equal to the aggregate Option Price for the shares of Common Stock being purchased.
(c) No Participant shall have any rights to dividends or other rights of a stockholder with respect to shares of Common Stock subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such shares of Common Stock, received such shares of Common Stock from the Corporation and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan.
(d) If a Participant pays the exercise price of an Option or taxes relating to the exercise of an Option by delivering shares of Common Stock, the Participant may, subject to procedures established by the Committee, satisfy such delivery requirement by presenting proof that he or she is the beneficial owner (as such term is defined in Rule 13d-3 under the Act (or any successor rule thereto)) of such shares of Common Stock, in which case the Corporation shall treat the Option as exercised without further payment and shall withhold such number of shares of Common Stock from the shares of Common Stock acquired by the exercise of the Option.
5.07 Cessation of Service as a Director.
(a) Except as provided below, an Option may be exercised at anytime during the term of the Option.
(b) Except as provided in Sections (c), (d) and (e) below, any of the Participant’s Options that are not otherwise exercisable as of the date on which the Participant ceases to be a Director for any reason shall terminate as of such date.
(c) Any of the Participant’s Options that are exercisable as of the date on which the Participant ceases to be a Director for any reason other than death or Retirement shall terminate sixty (60) days from the date the Participant ceases to be a Director; but in no event beyond the term of the Option.
(d) If a Participant ceases to be a Director by reason of his or her death, his or her personal representative shall be permitted to exercise his or her outstanding vested and unvested Option for a period of one (1) year from the date of the Director’s death, but in no event beyond the term of the Option.
(e) If a Participant ceases to be a Director by reason of his or her Retirement, his or her outstanding vested Option shall remain exercisable for the remaining term of the Option and the portion of his or her Option that was not vested on the date of his or her Retirement shall be forfeited. Notwithstanding the foregoing, if a Participant ceases to be a Director by reason of his or her Retirement, any of his or her outstanding vested Option issued on or prior to April 18, 2001 shall remain exercisable only for a period of three years from the last day of the month in which he or
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she retired and the portion of his or her Option that was not vested on the date of his or her Retirement shall be forfeited.
SECTION 6. STOCK APPRECIATION RIGHTS.
The Committee, in its sole discretion, may grant SARs in connection with an Option, or a portion thereof. An SAR represents a right to receive appreciation on the Corporation’s Common Stock in cash or stock as the Committee shall determine. An SAR may be granted at the time the related Option is granted or at any time prior to the exercise or cancellation of the related Option, shall cover the same number of shares of Common Stock covered by an Option (or such lesser number of shares of Common Stock as the Committee may determine), and shall be subject to the same terms and conditions as such Option except for such additional limitations as are contemplated by this Section 6 (or such additional limitations as may be included in an Award agreement). Notwithstanding any provision in this Plan to the contrary other than the last sentence of this Section 6, no Stock Appreciation Right may be amended to reduce the exercise price per share of the shares subject to such Stock Appreciation Right below the exercise price determined as of the date the Stock Appreciation Right is granted, nor may a Stock Appreciation Right be granted in exchange for, or in connection with, the cancellation or surrender of a Stock Appreciation Right or other Award having a higher exercise price. The restrictions set forth in this Section 6 shall not apply to the assumption of, substitution for, or adjustment of outstanding Stock Appreciation Rights that are assumed, substituted, or adjusted in connection with a transaction described in Section 10, provided that the aggregate exercise price times the number of shares underlying the Stock Appreciation Right immediately before the transaction equals or exceeds the aggregate exercise price times the number of shares underlying the Stock Appreciation Right (or substituted Stock Appreciation Right) immediately following the transaction.
SECTION 7. TRANSFERABILITY OF AWARDS.
7.01 Limits on Transferability. Except as otherwise provided, Options, SARs or Stock Awards may not, prior to the end of the Transfer Restriction Period, be assigned, alienated, attached, sold or transferred, pledged or otherwise disposed or encumbered by the Participant, other than by will or by the laws of descent and distribution. Any attempt to assign, transfer, pledge or otherwise dispose of an Award contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the Award, shall be null, void and without effect; provided, however, that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance. A Participant may designate a beneficiary, on a form supplied by the Committee, who may possess all rights with respect to an Award in the event of Employee’s death. No such permitted transfer of an Award to heirs or legatees of a Participant shall be effective to bind the Corporation unless the Committee shall have been furnished with written notice thereof and a copy of such evidence as the Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions hereof.
7.02 Transferability of Certain Awards. Notwithstanding the foregoing, an Award agreement may provide that a Participant may transfer certain Awards to family members, or one or more trusts or other entities for the benefit of or owned by family members, consistent with applicable securities laws, provided that the Participant receives no consideration for the transfer of the Award and the transferred Award shall continue to be subject to the same terms and conditions as were applicable to the Award immediately before the transfer.
SECTION 8. NO LIMITATION ON RIGHTS OF THE CORPORATION.
The granting of any Awards under this Plan shall not in any way affect the right or power of the Corporation to make adjustments, reclassification or changes in its capital or business structure, or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets.
SECTION 9. SHARE OF COMMON STOCK ISSUANCE AND DELIVERY IN COMPLIANCE WITH SECURITIES LAWS.
If in the opinion of counsel for the Corporation (who may be an employee of the Corporation or independent counsel employed by the Corporation), any issuance or delivery of shares of Common Stock to a Participant will violate the requirements of any applicable federal or state laws, rules or regulations (including, without limitation, the provisions of the Securities Act of 1933, as amended, or the Act), such issuance or delivery may be postponed until the Corporation is satisfied that the distribution will not violate such laws, rules or regulations. The transfer agent’s book entry relating to a Stock Award (and, if requested in accordance with Section 4.06 above, certificates delivered to Participants pursuant to the Plan) may bear such legends as the Corporation may deem advisable.
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SECTION 10. ADJUSTMENT UPON CERTAIN EVENTS.
In the event after the Effective Date there is any share of Common Stock dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination, combination or transaction or exchange of shares of Common Stock or other corporate exchange, or any distribution to shareholders of shares of Common Stock or other property or securities (other than regular cash dividends) or any transaction similar to the foregoing or other transaction that results in a change to the Corporation’s equity capitalization, the Committee in its sole discretion and without liability to any person may make such substitution or adjustment, if any, as it deems to be equitable or appropriate, as to (i) the number or kind of shares of Common Stock or other securities issued or reserved for issuance pursuant to the Plan or pursuant to outstanding Awards, (ii) the maximum number of shares of Common Stock for which Stock Awards, Options and Stock Appreciation Rights may be granted (ii) the Option Price, exercise price of any Stock Appreciation Right or purchase price of any Award and/or (iii) any other affected terms of an Award or the Plan.
SECTION 11. AMENDMENTS OR TERMINATION.
The Board may amend the Plan at any time, provided that no amendment shall be made without the approval of the shareholders of the Corporation that would (a) increase the maximum number of shares of Common Stock which may be acquired under the Plan, (b) extend the term during which Options may be granted under the Plan, (c) permit the Option Price or exercise price per share of Common Stock to be less than 100% of the Fair Market Value of the shares of Common Stock on the date an Option or Stock Appreciation Right is granted (other than as specifically provided in Sections 5.04 and 6), (d) terminate restrictions applicable to Awards (except in connection with a Participant’s death, Disability or termination of employment or in connection with a Change of Control) or (e) provide for Awards not permitted pursuant to the terms of the Plan. The Board shall also have the right to terminate the Plan at any time. Without the consent of a Participant (except as otherwise provided for in Section 10), no amendment shall materially diminish any of the rights of such Participant under any Award theretofore granted to such Participant under the Plan; provided, however, that the Committee may amend the Plan in such manner as it deems necessary to permit the granting of Awards meeting the requirements of the Code or other applicable laws.
SECTION 12. NO RIGHTS TO CONTINUED DIRECTORSHIP.
Nothing in this Agreement shall confer upon a Director any right to continue to service as a member of the Board of Directors or any committee of the Board of Directors, to be retained by the Corporation as a consultant or to be employed by the Corporation as an employee and shall not interfere in any way with the right of the Corporation to terminate the Director’s service as a member of the Board of Directors or any committee of the Board of Directors as set forth in the by-laws of the Corporation or the Director’s consulting or employment relationship with the Corporation, if any, at any time.
SECTION 13. CHOICE OF LAW.
The Plan shall be governed by and construed in accordance with the laws of the State of New Jersey without regard to conflicts of laws.
SECTION 14. EFFECTIVE DATE.
The Plan was originally effective as of July 13, 1988, was subsequently amended from time-to-time, and was amended and restated as of June 8, 2005. The Plan was initially approved by the shareholders of the Corporation on April 19, 1989. The effective date of the Plan as amended and restated herein is December 8, 2010, provided, however that the version of the Plan that was last approved by the Corporation’s shareholders was effective as of April 19, 2006.
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/24/11 | 4 | ||
| For Period end: | 12/31/10 | 11-K, 4, ARS | ||
| 12/8/10 | 4 | |||
| 4/19/06 | 8-K, DEF 14A | |||
| 6/8/05 | ||||
| 4/18/01 | 8-K, DEF 14A, S-8 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/21/23 Becton, Dickinson & Co. 10-K 9/30/23 124:15M 11/22/22 Becton, Dickinson & Co. 10-K 9/30/22 124:17M Workiva Inc Wde… FA01/FA 11/24/21 Becton, Dickinson & Co. 10-K 9/30/21 120:17M 11/25/20 Becton, Dickinson & Co. 10-K 9/30/20 123:16M 6/03/11 SEC UPLOAD¶ 10/19/17 1:31K Bard C R Inc./NJ 4/15/11 SEC UPLOAD¶ 10/19/17 1:44K Bard C R Inc./NJ |