Exhibit 10(b)(t)
This AIRCRAFT TIME SHARING
AGREEMENT (the “Agreement”) is made and effective
as of the
day of September, 2008, (the “Effective Date”), by and
between C. R. Bard, Inc., a New Jersey corporation (“Time
Share Lessor”), and
(“Time Share Lessee”).
W I T N E S S E T H
:
WHEREAS , Time Share Lessee is an employee of Time Share
Lessor who is required to use the Aircraft, pursuant to Time Share
Lessor’s policies, for business and personal travel whenever
possible; and
WHEREAS , Time Share Lessee desires to lease the
Aircraft, with a flight crew, on a non-exclusive basis pursuant to
the terms of this Agreement, from Time Share Lessor on a time
sharing basis as defined in Section 91.501(c)(1) of the FAR;
and
WHEREAS , Time Share Lessor is willing to lease the
Aircraft, with a flight crew, on a non-exclusive basis, to Time
Share Lessee on a time sharing basis; and
WHEREAS , during the Term of this Agreement, the
Aircraft will be subject to use by Time Share Lessor and may be
subject to use by one or more other third-parties.
NOW, THEREFORE
, in consideration of the mutual
promises herein contained and other good and valid consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
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1.
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Definitions. The following terms shall have the following
meanings for all purposes of this Agreement:
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“Aircraft”
means the following aircraft,
individually or collectively, as appropriate: (i) that certain
aircraft bearing U.S. registration number
,
and manufacturer’s serial number
;
and/or (ii) that certain
aircraft bearing U.S. registration number
,
and manufacturer’s serial number
.
“Applicable
Law” means, without
limitation, all applicable laws, treaties, international
agreements, decisions and orders of any court, arbitration or
governmental agency or authority and rules, regulations, orders,
directives, licenses and permits of any governmental body,
instrumentality, agency or authority, including, without
limitation, the FAR and 49 U.S.C. § 41101, et seq ., as
amended.
“DOT”
means the United States Department
of Transportation or any successor agency.
“FAA”
means the Federal Aviation
Administration or any successor agency.
“FAR”
means collectively the Aeronautics
Regulations of the FAA and the DOT, as codified at Title 14, Parts
1 to 399 of the United States Code of Federal
Regulations.
“Operating
Base” means
Airport, in the City of
,
State of
.
“Operational
Control” has the
same meaning given the term in Section 1.1 of the
FAR.
“Pilot in
Command” has the
same meaning given the term in Section 1.1 of the
FAR.
“Taxes
” means all taxes of every
kind (excluding any tax measured by or assessed against a
taxpayer’s income, including, without limitation, any income
tax, gross income tax, net income tax, or capital gains tax)
assessed or levied by any federal, state, county, local, airport,
district, foreign, or other governmental authority, including,
without limitation, sales taxes, use taxes, retailer taxes, federal
air transportation excise taxes, federal aviation fuel excise
taxes, and other similar duties, fees, and excise taxes.
“Term
” means the entire period from
the Effective Date to the date this Agreement is terminated
pursuant to Section 3.
1
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2.
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Agreement to
Lease. Time Share Lessor
agrees to lease the Aircraft to Time Share Lessee from time to time
on an “as needed and as available” basis, and to
provide a fully qualified flight crew for all Time Share
Lessee’s flight operations, in accordance with the terms and
conditions of this Agreement. Nothing contained herein shall
obligate or entitle Time Share Lessee to any minimum usage of the
Aircraft.
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3.1
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Initial
Term. The initial term of
this Agreement shall commence on the Effective Date and continue
for a period of one (1) year.
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3.2
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Renewal. At the end of the initial one (1) year term
or any subsequent one (1) year term, this Agreement shall
automatically be renewed for an additional one (1) year
term.
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3.3
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Termination. Each party shall have the right to terminate
this Agreement at any time with or without cause on thirty
(30) days written notice to the other party. This Agreement
shall automatically terminate, except for any obligations arising
prior to the termination of this Agreement, on the date that Time
Share Lessee ceases to be employed by Time Share Lessor or any of
its affiliates for any reason.
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4.
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Applicable
Regulations. The parties
hereto intend that this Agreement shall constitute, and this
Agreement shall be interpreted as, a Time Sharing Agreement
as defined in Section 91.501(c)(1) of the FAR. The parties
agree that for all flights under this Agreement, the Aircraft shall
be operated under the pertinent provisions of Subpart F of Part 91
of the FAR. If any provision of this Agreement is determined to be
inconsistent with any of the requirements of the provisions of
Subpart F of Part 91 of the FAR, such provision shall be deemed
amended in any respect necessary to bring it into compliance with
such requirements.
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5.
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Non-Exclusivity. Time Share Lessee acknowledges that the Aircraft
is leased to Time Share Lessee hereunder on a non-exclusive basis,
and that the Aircraft will also be subject to use by Time Share
Lessor, and may also be subject to non-exclusive leases and lease
to others during the Term.
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6.1
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Time Share
Lessee shall pay Time Share Lessor for each flight conducted under
this Agreement (as determined in accordance with Section 6.2
of this Agreement) an amount equal to Time Share Lessor’s
aggregate incremental costs for such flight, calculated on the same
basis used by Time Share Lessor from time to time to determine the
aggregate incremental cost of personal aircraft use for purposes of
disclosure in Time Share Lessor’s proxy statement issued in
connection with its annual meeting of shareholders (the
“Proxy Calculation”); provided, however, that in no
event shall Time Share Lessee pay to Time Share Lessor an amount in
excess of the maximum amount of expense reimbursement permitted in
accordance with Section 91.501(d) of the FAR, which expenses
include and are limited to:
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6.1.1
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fuel, oil,
lubricants, and other additives;
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6.1.2
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travel expenses
of the crew, including food, lodging and ground
transportation;
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6.1.3
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hangar and tie
down costs away from the Aircraft’s Operating
Base;
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6.1.4
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insurance
obtained for the specific flight;
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6.1.5
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landing fees,
airport taxes and similar assessments;
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6.1.6
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customs,
foreign permit, and similar fees directly related to the
flight;
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6.1.7
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in-flight food
and beverages;
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6.1.8
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passenger
ground transportation;
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6.1.9
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flight planning
and weather contract services; and
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6.1.10
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an additional
charge equal to 100% of the expenses listed in
Section 6.1.1.
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6.2
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Each flight (or portion thereof)
by Time Share Lessee for personal travel in a calendar year,
following such time that the sum of the aggregate incremental costs
of all flights of Time Share Lessee for personal travel in such
calendar year exceeds the applicable Time Share Threshold (as
defined below),
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2
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shall be deemed conducted under this
Agreement and is referred to herein as a “Time Share
Flight.” Time Share Lessee shall pay Time Share Lessor for
the aggregate incremental costs of each Time Share Flight in
accordance with Section 7
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