EXHIBIT 10.ax
2005 EXECUTIVE BONUS PLAN OF C.
R. BARD, INC.
C. R. Bard, Inc. hereby amends and
restates the C. R. Bard, Inc. (Amended and Restated) 1994 Executive
Bonus Plan as set forth herein as the 2005 Executive Bonus Plan of
C. R. Bard, Inc. (the “Plan”) to provide for incentive
compensation to designated employees. The Corporation’s
objectives in maintaining the Plan are to (i) attract, retain
and motivate the executives required to manage the Corporation; and
(ii) promote the achievement of rigorous but realistic
financial goals and encourage intensive fact-based business
planning.
SECTION 1. DEFINITIONS.
As used in the Plan, the following
terms have the following meanings:
1.01 “
Award ” shall mean the compensation granted to a
Participant by the Committee for a Performance Period pursuant to
the Plan.
1.02 “
Award Payment Date ” shall mean the date that an Award
shall be paid to the Participant under the Plan, without regard to
any Participant election to defer receipt of the Award under
Section 5.02.
1.03 “
Beneficiary ” shall mean the person (or persons) who
are designated by the Participant to receive benefits payable upon
the Participant’s death. Such designation shall be made by
the Participant on a form prescribed by the Corporation. The
Participant may at any time change or revoke such designation by
written notice to the Corporation. If the Participant has no living
designated beneficiary on the date of Participant’s death,
then the benefits otherwise payable to the designated beneficiary
under this Plan shall be paid to the Participant’s
estate.
1.04 “
Board ” shall mean the Board of Directors of the
Corporation.
1.05 “
Code ” shall mean the Internal Revenue Code of 1986,
as amended.
1.06 “
Committee ” shall mean the Compensation Committee of
the Board, or a subcommittee to which the Compensation Committee
delegates its duties.
1.07 “
Corporation ” shall mean C. R. Bard, Inc., a New
Jersey corporation.
1.08 “
Covered Employee ” shall mean a Participant who is
either a “Covered Employee” within the meaning of
Section 162(m) of the Code or a Participant who the Committee
has identified as a potential Covered Employee within the meaning
of Section 162(m) of the Code.
1.09 “
Disability ” shall mean a physical or mental
disability or infirmity, which at least 26 weeks after its
commencement, is determined to be total and permanent by a
physician selected by the Corporation or its insurers and
acceptable to the Participant or the Participant’s legal
representative (such agreement as to acceptability not be withheld
unreasonably).
1.10 “
Exchange Act or Act ” shall mean the Securities
Exchange Act of 1934, as amended from time to time, including rules
thereunder and successor provision and rules thereto.
1.11 “
Outside Directors ” shall have the meaning ascribed to
it in Section 162(m) of the Code and the regulations proposed
or adopted thereunder.
1.12 “
Negative Discretion ” shall mean the discretion
granted to the Committee to reduce or eliminate an Award to a
Covered Employee.
1.13 “
Participant ” shall mean the employees of the
Corporation who are identified by the Corporation to be executive
officers.
1.14 “
Performance Criteria ” shall mean the stated business
criterion or criteria upon which the Performance Goals for a
Performance Period are based as required pursuant to Treasury
Regulation 1.162-27(e)(4)(iii). The Performance Criteria that will
be used to establish such Performance Goal(s) will be based upon or
derived from one or more of the following as designated by the
Committee on a Corporation specific basis, business unit basis or
in comparison with peer group performance: (a) consolidated
earnings before or after taxes (including earnings before interest,
taxes, depreciation and amortization); (b) net income;
(c) operating income; (d) earnings per share;
(e) return on shareholders’ equity (also referred to as
return on investments); (f) attainment of strategic and
operational initiatives; (g) customer income;
(h) economic value-added models; (i) maintenance or
improvement of profit margins; (j) stock price, including,
without limitation, as compared to one or more stock indices;
(k) market share; (l) revenues, sales or net sales;
(m) return on assets; (n) book value per Share;
(o) expense management; (p) improvements in capital
structure; (q) costs and (r) cash flow. In addition, to
the degree consistent with the Code, the performance criteria may
be calculated without regard to extraordinary, unusual and/or
non-recurring items.
1.15 “
Performance Goals ” shall mean the one or more goals
for the Performance Period established by the Committee, in writing
within the first 90 days of the Performance Period (or, if longer
within the maximum period allowed pursuant to Section 162(m)
of the Code) based upon the Performance Criteria.
1.16 “
Performance Period ” shall mean the
Corporation’s fiscal year.
1.17 “
Plan ” shall mean the 2005 Executive Bonus Plan of C.
R. Bard, Inc.
1.18 “
Retirement ” shall mean the normal or early retirement
under the terms of the Employee Retirement Plan of C. R. Bard,
Inc., as amended and restated.
1.19 “
Target Awards ” shall mean the award established for a
Performance Period by the Committee expressed as a percentage of
base salary as in effect on the first day of the Performance
Period. Target Awards shall serve only as a guideline in making
Awards. No Target Award payable to an individual under this Plan
for a given Performance Period year shall exceed
$1,800,000.
SECTION 2. ADMINISTRATION
2.01 In
General . The Plan shall be administered by the Committee,
which may delegate its duties and powers in whole or in part to any
subcommittee thereof; it is expected that such subcommittee shall
consist solely of at least two individuals who are intended to
qualify as “Non-Employee Directors” within the meaning
of Rule 16b-3 under the Act (or any successor rule thereto) and
“outside directors” within the meaning of
Section 162(m) of the Code (or any successor section thereto);
provided, however , that the failure of the subcommittee to
be so constituted shall not impair the validity of any Award made
by such subcommittee. 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. 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).
2
2.02
Adjustment to Performance Goals . The Committee is
specifically authorized at any time during the first 90 days of the
Performance Period, or at any time thereafter in its sole and
absolute discretion, to adjust or modify the calculation of a
Performance Goal for such Performance Period to prevent the
dilution or enlargement of the rights of Participants (a) in
the event of, or in anticipation of, any unusual or extraordinary
corporate item, transaction, event or development; (b
