Exhibit 10(s)
AMENDED AND RESTATED
AIRCRAFT TIME SHARING AGREEMENT
This
Amended and Restated Aircraft Time Sharing Agreement
(“Agreement”) is made and entered into as of the 28th
day of March, 2006, by and between Becton, Dickinson and Company, a
New Jersey corporation (“BD”), and Edward J.
Ludwig.
WHEREAS,
BD operates (i) a Falcon 50 aircraft bearing Federal Aviation
Administration (“FAA”) Registration No. N800BD and
Manufacturer’s Serial No. 224, and (ii) a Falcon 900EX
aircraft bearing FAA Registration No. N2BD and Manufacturer’s
Serial 072 (collectively, the “Aircraft”);
and
WHEREAS,
Mr. Ludwig is the Chairman, President and Chief Executive Officer
of BD; and
WHEREAS,
the Board of Directors of BD, by resolution adopted on March 28,
2006 (the “Resolution”), has authorized and encouraged
Mr. Ludwig to use the Aircraft for all travel purposes, including
personal use, to the extent practicable within business
constraints, taking into account competing business use for the
Aircraft;
WHEREAS,
BD desires to make such Aircraft available for Mr. Ludwig’s
personal use for the above operations on a time sharing basis in
accordance with §91.501 of the Federal Aviation Regulations
(“FARs”), subject to reimbursement of certain costs as
defined more fully below, consistent with the Resolution and the
terms of this Agreement; and
NOW,
THEREFORE, in consideration of the mutual covenants herein set
forth, the parties agree as follows as to each of the
Aircraft:
1.
Provision of Aircraft . BD agrees to provide the
Aircraft to and operate Aircraft for Mr. Ludwig’s personal
use, as permitted under the Resolution, on a time sharing basis in
accordance with the provisions of §§ 91.501(b)(6),
91.501(c)(1) and 91.501(d) of the FARs for the term of this
Agreement. To the extent the FARs and the Resolution conflict, the
FARs shall govern.
2.
Reimbursement of Expenses . BD shall impose a charge
for transportation furnished under this Agreement in an amount up
to the sum of the expenses set forth in subsections (a)-(j) below
in respect of the specific flight or flights to which such charge
applies:
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(a)
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Fuel, oil, lubricants, and other
additives;
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(b)
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Travel expenses of the crew,
including food, lodging, and ground transportation;
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(c)
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Hangar and tie-down costs away
from the Aircraft’s base of operation;
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(d)
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Insurance obtained for the
specific flight;
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(e)
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Landing fees, airport taxes, and
similar assessments;
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(f)
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Customs, foreign permit, and
similar fees directly related to the flight;
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(g)
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In-flight food and
beverages;
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(h)
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Flight planning and weather
contract services; and
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(i)
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An additional charge equal to one
hundred percent (100%) of the expenses listed in subsection (a)
above.
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3.
Invoicing and Payment . All payments to BD by Mr.
Ludwig hereunder shall be paid in the manner set forth in this
Section 3. BD will pay to suppliers, employees, contractors and
governmental entities all expenses related to the operation of
Aircraft hereunder in the ordinary course. As to each flight
operated hereunder, BD will provide to Mr. Ludwig an invoice in an
amount specified in Paragraph 2 of this Agreement (plus air
transportation excise taxes, as applicable, imposed by the Internal
Revenue Code and any other governmental imposed ad valorem taxes,
charges or fees). Mr. Ludwig shall pay the full amount of such
invoice within thirty (30) days of the date of the invoice. In the
event BD has not received supplier invoices for reimbursable
charges relating to such flight prior to such invoicing, BD may
issue supplemental invoice(s) for such charge(s) to Mr. Ludwig, and
Mr. Ludwig shall pay such charge(s) within thirty (30) days of the
date of the supplemental invoice.
4.
Flight Notifications . Mr. Ludwig will provide BD
with flight notifications and proposed flight schedules as far in
advance as possible. Flight notifications shall be in a form,
whether oral or written, mutually convenient to and agreed upon by
the parties. Mr. Ludwig shall provide at least the following
information for each proposed flight reasonably in advance of the
desired departure time as required by BD or its flight
crew:
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(a)
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departure point;
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(b)
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destination;
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(c)
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proposed date and time of
flight;
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(d)
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number and identity of
anticipated passengers;
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(e)
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nature and extent of baggage
and/or cargo to be carried;
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(f)
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proposed date and time of return
flight, if any; and
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(g)
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any other information concerning
the proposed flight that may be pertinent to or required by BD or
its flight crew, including any request for a particular
Aircraft.
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5.
Aircraft Scheduling . BD shall have final authority
over all scheduling of the Aircraft, including determination of
which Aircraft shall be operated on a particular flight, provided,
however, that BD will use its reasonable efforts to accommodate Mr.
Ludwig’s requests.
6.
Aircraft Maintenance . BD shall be solely responsible
for securing scheduled and unscheduled maintenance, preventive
maintenance, and required or otherwise necessary inspections of the
Aircraft, and shall take such requirements into account in
scheduling the Aircraft. Performance of maintenance or inspection
shall not be postponed for the purpose of scheduling an Aircraft to
accommodate Mr. Ludwig’s request, unless such maintenance or
inspection can safely be conducted at a later time in compliance
with applicable laws, regulations and requirements, and such
postponement is consistent with the sound discretion of the
pilot-in-command.
7.
Flight Crew . BD shall employ, pay for and provide a
qualified flight crew for all flight operations under this
Agreement.
8.
Operational Authority and Contro l. BD shall be
responsible for all aspects of the physical and technical operation
of the Aircraft and the safe performance o
