EXHIBIT 10.bc
DEFERRED COMPENSATION CONTRACT
DEFERRAL OF DIRECTORS’ FEES C. R. BARD, INC. (AS AMENDED
AND RESTATED)
THIS AGREEMENT
made this
day of
, 2005, by and between C. R. BARD, INC., a New Jersey
corporation (the “Corporation”) and
residing at
, (the “Director”).
WITNESSETH
:
WHEREAS , the Corporation and Director previously
entered into an agreement dated
, which allowed the Director to defer receipt of payment
compensation for services rendered to the Corporation.
WHEREAS , as a result of the American Jobs Creation Act,
the Corporation desires to enter into this amended and restated
Agreement.
NOW, THEREFORE
, in consideration of the premises,
and in consideration of the mutual covenants and agreements herein
contained, the Corporation and the Director agree as
follows:
SECTION 1. DEFINITIONS.
1.01 “
Beneficiary ” means the person (or persons) who are
designated by the Director to receive benefits payable upon the
Director’s death under this Agreement. Such designation shall
be made by the Director on a form prescribed by the Corporation.
The Director may at any time change or revoke such designation by
written notice to the Corporation. If the Director has no living
designated beneficiary on the date of Director’s death, then
the benefits otherwise payable to the designated beneficiary under
this Agreement shall be paid to the Director’s
estate.
1.02 “
Change of Control ” shall mean a change of control of
the nature that would be required to be reported on the Current
Report on Form 8-K as in effect on the date hereof pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934,
provided that, without limitation, a “Change of
Control” shall be deemed to have occurred if (a) any
person, as defined herein, shall become the beneficial owner at any
time hereafter of capital stock of the Corporation, the voting
power of which constitutes 20% or more of the general voting power
of all of the Corporation’s outstanding capital or
(b) individuals who, as of the date hereof, constitute the
Board of Directors of the Corporation (the “Board”
generally and as of the date hereof the “Incumbent
Board”) cease for any reason to constitute at least a
majority of the Board, provided that any person becoming a Director
subsequent to the date hereof whose election, or nomination for
election by the Corporation’s shareholders, was approved by a
vote of at least three quarters of the Directors comprising the
Incumbent Board (other than an election or nomination of an
individual whose initial assumption of office is in connection with
an actual or threatened election contest relating to the election
of the Directors of the Corporation, as such terms are used in Rule
14a 11 of Regulation 14A promulgated under the Exchange Act) shall
be, for purposes of this Agreement, considered as though such
person were a member of the Incumbent Board. No sale to
underwriters or private placement of its capital stock by the
Corporation, nor any acquisition by the Corporation, through
merger, purchase of assets or otherwise, effected in whole or in
part by issuance or reissuance of shares of its capital stock,
shall constitute a Change of Control. For purposes of the
definition of “Change of Control”, the following
definitions shall be applicable:
(a) The term “person”
shall mean any individual, group, corporation or other
entity.
(b) Any person shall be deemed to be
the beneficial owner of any shares of capital stock of the
Corporation:
(A) which that person owns directly,
whether or not of record, or
(B) which that person has the right
to acquire pursuant to any agreement or understanding or upon
exercise of conversion rights, warrants, or options, or otherwise,
or
(C) which are beneficially owned,
directly or indirectly (including shares deemed owned through
application of clause (B) above), by an
“affiliate” or “associate” (as defined in
the rules of the Securities and Exchange Commission under the
Securities Act of 1933) of that person or
(D) which are beneficially owned,
directly or indirectly (including shares deemed owned through
application of clause (B) above), by an other person with
which that person or his “affiliate” or
“associate” (defined as aforesaid) has any agreement,
arrangement or understanding for the purpose of acquiring, holding,
voting or disposing of capital stock of the Corporation,
(c) The outstanding shares of
capital stock of the Corporation shall include shares deemed owned
through application of clauses (b) (B), (C) and (D),
above, but shall not include any other shares which may be issuable
pursuant to any agreement or upon exercise of conversion rights,
warrants or options, or otherwise, but which are not actually
outstanding.
1.03 “
Closing Price ” shall mean as of any given date the
composite closing price on the New York Stock Exchange for such
date.
1.04 “
Code ” shall mean the Internal Revenue Code of 1986,
as amended (or any successor statute thereto).
1.05 “
Committee ” shall mean the Governance Committee of the
Board or such other committee as may be designated by the
Board.
1.06 “
Deferred Account ” shall mean the book account
maintained by the Corporation to record the Director’s
Deferred Amounts and other amounts credited by the Corporation. As
used herein, the term Deferred Account includes both the Deferred
Stock Account and the Deferred Interest Account.
1.07 “
Deferred Amount ” shall mean the amount of fees that
the Director elects to defer pursuant to Section 2
below.
1.08 “
Deferred Interest Account ” shall mean the Deferred
Account described in Section 2.02(b).
1.09 “
Deferred Stock Account ” shall mean the Deferred
Account described in Section 2.02(a).
1.10 “
Payment Date ” shall mean the first day of the
calendar month next following the Termination Date.
1.11 “
Shares ” shall mean shares of common stock, par value
$.25, of the Corporation.
1.12 “
Share Units ” shall mean the number of Shares deemed
to be credited to the Director’s Account for recordkeeping
purposes only. Share Units represent an obligation to pay a cash
benefit based on the Closing Price of Shares as of the applicable
date of distribution.
1.13 “
Term ” shall mean the date of election or appointment
of the Director and expiring on the date on which occurs the
termination of the Director’s service by reason of expiration
of term or the date of resignation, removal or death of the
Director whichever shall occur first.
1.14 “
Termination Date ” shall mean the date that the
Director ceases to be a member of the Board.
SECTION 2. ELECTION
TO DEFER DIRECTOR’S FEES.
2.01
Election . Prior to the thirty-first
day of December of each calendar year during the Term, the Director
may instruct the Corporation to defer the Director’s fees
otherwise payable to Director for services rendered in the
following calendar year. The Director shall by written notice
designate which Deferred Account (the Deferred Interest Account or
the Deferred Stock Account) or Deferred Accounts that the
Corporation should establish for said Director and the percentage
(but not less than 25%) of the Deferred Amount to be credited to
each such Deferred Account as set forth below.
2
2.02
Deferred Accounts .
(a) The portion of the Deferred
Amount designated to be credited to the Deferred Stock Account
shall be credited to the Director’s Deferred Stock Account
established on the books of the Corporation for this purpose. The
amount credited to the Director’s Deferred Stock Account at
the end of each quarter during the Term shall immediately be
converted to Share Units by dividing the Deferred Amount by the
Closing Price on the date that the Director would have received
such fees and rounding the result to the nearest hundredth of a
share. When the Corporation pays a dividend on its Shares, until
the Director’s Deferred Stock Account has been fully
distributed, the Director’s Deferred Account shall be
credited with an additional number of Share Units equal to the
number Shares (to the nearest hundredth of a share) which could
have been purchased based upon the Closing Price of a Share with
the amount of d
