Exhibit 10bu
EXECUTIVE BONUS
PLAN
OF
C. R. BARD, INC.
C. R. Bard, Inc. hereby amends and
restates the 2005 Executive Bonus Plan of C. R. Bard, Inc. as the
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 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 $3,000,000.
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
-2-
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).
2.02 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)
