Terms of Awards Under 2004 Employee and Director Equity-Based Compensation Plan

1.

Stock Options

(a)

Vesting Period : Ratably over four (4) years, with twenty-five percent (25%) becoming exercisable on each of the first, second, third and fourth anniversary of the grant date, except as provided in the Plan.

(b)

Term : Ten (10) years from grant date.

(c)

Exercise Price : Fair market value of BD common stock on grant date.

(d)

Form : Non-qualified stock options.

(e)

Forfeiture : Subject to forfeiture if (a) the grantee violates any agreement of non-competition with BD, or any agreement of non-disclosure of confidential information of BD, or (b) if grantee commits acts or omissions that would have been the basis for termination for Cause during the grantee’s employment.

(f)

Retention Requirements : If an option is exercised during the grantee’s employment, the grantee is required to hold seventy-five percent (75%) of the net after-tax gain resulting from such exercise in shares of BD common stock for a period of 12 months from the date of exercise.

2.

Stock Appreciation Rights (SARs)

(a)

Vesting Period : Ratably over four (4) years, with twenty-five percent (25%) becoming exercisable on each of the first, second, third and fourth anniversary of the grant date, except as provided in the Plan.

(b)

Term : Ten (10) years from grant date.

(c)

Exercise Price : Fair market value of BD common stock on grant date.

(d)

Settlement : Upon exercise, the holder receives shares of BD common stock equal in value to the amount by which the market price of the BD common stock on the date of exercise exceeds the exercise price.

(e)

Forfeiture : Subject to forfeiture if (a) the grantee violates any agreement of non-competitio