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BECTON, DICKINSON AND COMPANY RETIREMENT BENEFIT RESTORATION PLAN

Employee Benefits Plan Agreement

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This Employee Benefits Plan Agreement involves

BECTON DICKINSON CO

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Title: BECTON, DICKINSON AND COMPANY RETIREMENT BENEFIT RESTORATION PLAN
Governing Law: New Jersey     Date: 5/9/2007
Industry: Medical Equipment and Supplies     Sector: Healthcare

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Exhibit 10(f)(i)

 

 

 

 

BECTON, DICKINSON AND COMPANY

RETIREMENT BENEFIT RESTORATION PLAN

Restatement effective March 27, 2007

 

 

 

 

 

TABLE OF CONTENTS

 

 

PAGE  

 

 

 

SECTION 1  

Purpose and Effective Date  

1  

 

 

 

SECTION 2  

Definitions  

2  

 

 

 

SECTION 3  

Participation  

5  

 

 

 

SECTION 4  

Restoration Plan Benefits  

6  

 

 

 

SECTION 5  

Vesting and Payment  

7  

 

 

 

SECTION 6  

Source of Payment  

9  

 

 

 

SECTION 7  

Administration and Interpretation of the Plan  

10  

 

 

 

SECTION 8  

Amendment and Termination  

12  

 

 

 

SECTION 9  

Designation of Beneficiaries  

13  

 

 

 

SECTION 10  

General Provisions  

14  

 

 

 

Becton, Dickinson and Company
Retirement Benefit Restoration Plan

SECTION 1

Purpose and Effective Date

1.1

The purpose of the Becton, Dickinson and Company Retirement Benefit Restoration Plan is to provide for the payment to participating employees of the benefits that cannot be paid to them under the Becton, Dickinson and Company Retirement Plan on account of certain of the benefit limitations required under such Plan by the Internal Revenue Code and to provide for certain other benefits that may be provided for in an Agreement between the Company and a covered Employee.

 

1.2

This Plan was originally effective October 1, 1989, and it was subsequently amended and restated effective November 22, 1994. Effective March 27, 2007, the Plan is further amended and restated as set forth herein.

 

 

 

SECTION 2

Definitions

When used herein, the following terms shall have the following meanings:

2.1

"Act" means the Employee Retirement Income Security Act of 1974, as amended from time to time.

 

2.2

"Agreement" means an agreement entered into between an eligible Employee and the Company, as agreed to by the Compensation and Benefits Committee of the Board of Directors of the Company (or any committee successor thereto), to participate in this Plan and delineating certain terms and conditions with respect to such participation including (but not limited to) the benefits (if any) that are to be provided to the eligible Employee in lieu of or in addition to the benefits described under the terms of this Plan.

 

2.3

"Beneficiary" means the beneficiary who, pursuant to the provisions of Section 9, is to receive the amount, if any, payable under this Plan upon the death of a Participant.

 

2.4

"Board of Directors" or "Board" means the Board of Directors of the Company.

 

2.5

"Change in Control" of the Company means any of the following events:

 

 

(i)

the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of either (A) the then-outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that, for purposes of this Section 2.5, the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any affiliated company, (iv) any acquisition by any corporation pursuant to a transaction that complies with Sections 2.5(iii)(A), 2.5(iii)(B) and 2.5(iii)(C), or (v) any acquisition that the Board determines, in good faith, was inadvertent, if the acquiring Person divests as promptly as practicable a sufficient amount of the Outstanding Company Common Stock and/or the

 

- 2 -

 

 

Outstanding Company Voting Securities, as applicable, to reverse such acquisition of 25% or more thereof;

 

 

(ii)

Individuals who, as of April 24, 2000, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to April 24, 2000 whose election, or nomination for election as a director by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

 

 

(iii)

Consummation of a reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company (a "Business Combination"), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

 

 

(iv)

Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

 

- 3 -

2.6

"Code" means the Internal Revenue Code of 1986, as amended from time to time. References in the Plan to a Code Section shall be deemed to refer to any successor provision of the Code, as appropriate.

 

2.7

"Committee" means the Retirement Benefit Restoration Plan Committee designated by the Board of Directors to administer the Plan pursuant to Section 7.

 

2.8

"Company" means Becton, Dickinson and Company, a New Jersey corporation, or any successor under the provisions of Section 10.2.

 

2.9

"Employee" means an employee of an Employer.

 

2.10

"Employer" means the Company and any subsidiary or affiliate of the Company that becomes an Employer in accordance with Section 10.1.

 

2.11

"Cash Balance Participant" means a Participant who has a Cash Balance benefit from the Retirement Plan that is governed by the terms of the Cash Balance Plan Document.

 

2.12

"Participant" means any employee of an Employer who is entitled to participate in the Plan in accordance with Section 3.

 

2.13

"Plan" means the Becton, Dickinson and Company Retirement Benefit Restoration Plan as set forth herein and as amended and restated from time to time and in any Agreement.

 

2.14

"Retirement Plan" means the Becton, Dickinson and Company Retirement Plan, as it may be amended and restated from time to time.

 

2.15

"Termination of Employment" means the termination of a Participant’s employment with the Company and all subsidiaries and affiliates of the Company.

 

2.16

"Total Compensation" means Total Compensation under the Retirement Plan.

 

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SECTION 3

Participation

3.1

Unless the Committee determines otherwise or unless otherwise provided in an Agreement, any Employee who participates in the Retirement Plan and whose benefits under the Retirement Plan are limited pursuant to the provisions included in the Retirement Plan in order to comply with Code Sections 401(a)(17) or 415, shall be a Participant in this Plan with respect to benefits payable under Section 4.1.

 

3.2

The participation of any Participant may be suspended or terminated by the Committee at any time, but no such suspension or termination shall operate to reduce any benefits accrued by the Participant under the Plan prior to the date of suspension or termination.

 

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SECTION 4

Restoration Plan Benefits

4.1

Subject to the terms of a Participant’s Agreement, if any, a Participant’s benefits hereunder shall equal the excess (if any) of (i) the benefit that would have been payable under the Retirement Plan in respect of the Participant in the absence of the provisions included in the Retirement Plan in order to comply with Sections 401(a)(17) and 415 of the Code, over (ii) the benefit actually payable in respect of the Participant under the Retirement Plan.

 

4.2

In the event of the death of a Participant before benefits have commenced to be paid hereunder (a pre-retirement death), and subject to the terms of a Participant’s Agreement, if any, the Participant’s Beneficiary shall be entitled to a benefit equal to the excess (if any) of (i) the benefit that would have been payable under the Retirement Plan to the Beneficiary on account of the Participant’s death in the absence of the provisions included in the Retirement Plan in order to comply with Sections 401(a)(17) and 415 of the Code, over (ii) the benefit actually payable to the B


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