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Exhibit
10(b)(o)
2003 LTIP- Restricted
Stock/Restricted Stock Units
AGREEMENT (the “
Agreement ”) dated DATE (the “Grant
Date” ) providing for a grant of shares of common stock
by C. R. Bard, Inc., a New Jersey corporation (the
“Corporation” ), to
«Name_FirstLast» of «CITY»,
«STATE» , an employee of the Corporation or one of
its Subsidiaries (the “Employee” ):
The Corporation has duly
adopted the 2003 Long Term Incentive Plan of C. R. Bard, Inc., as
amended from time to time (the “Plan” ), for
selected employees, a copy of which is attached hereto and
incorporated herein by reference. Any term capitalized herein but
not defined shall have the same meaning as set forth in the Plan.
In accordance with the Plan, the Committee has determined that the
Employee will receive a grant of Shares, subject to the conditions
set forth below (the “Restricted Shares”
). 1
1. Grant of the Restricted
Shares . As of the Grant Date, the Corporation hereby grants to
the Employee «Restricted_Received» Restricted
Shares, on the terms and conditions hereinafter
provided.
2. Vesting
.
(a) Performance-Based
Vesting .
(i) The Restricted Shares
shall become vested based on performance objectives (“
Performance Vested ”) (and, therefore, become subject
to Section 2(b)); provided , in each case, that the
Employee is employed by the Corporation or one of its Subsidiaries
on the Performance Vesting Date. [Performance-based vesting
criteria based on earnings per share growth generally exclusive of
items of an unusual or infrequent nature]
(ii) If the Employee ceases
to be an employee of the Corporation and its Subsidiaries for any
reason other than death or Disability prior to the Performance
Vesting Date, the Committee may, in its sole discretion, deem some
or all of such Restricted Shares to be Performance Vested. If the
Restricted Shares have not become Performance Vested in accordance
with Section 2(a)(i), and to the extent the Committee does not
exercise its discretion to deem the Restricted Shares Performance
Vested pursuant to the foregoing sentence, such Restricted Shares
shall immediately terminate and be forfeited upon termination of
employment (including any right to receive dividends with respect
thereto).
(iii) The portion of the
Restricted Shares that have become Performance Vested pursuant to
Section 2(a)(i) or Section 2(a)(ii) is hereinafter
referred to as the “Performance Vested
Portion.”
(b) Time Vesting
.
(i) The Performance Vested
Portion of the Restricted Shares shall vest and become
nonforfeitable on [an anniversary to be determined] of the
Performance Vesting Date (such period, the “Restricted
Period” ) if the Employee remains employed by the
Corporation or one of its Subsidiaries through the last day of such
Restricted Period (“ Time Vested ”).
2
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1
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Restricted Stock Units or
RSUs, not Restricted Shares, are granted to non-US
employees.
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2
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For employees other than
Named Executive Officers, if on or prior to the seventh anniversary
of the Grant Date (i) the Restricted Shares have not
Performance Vested during any Performance Period or (ii) if
Performance Vested Restricted Shares have not Time Vested, then
notwithstanding anything to the contrary in this Agreement or the
Plan, the Restricted Shares shall automatically become both
Performance Vested and Time Vested and no longer subject to any of
the vesting or transferability restrictions described in this
Agreement.
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(ii) If the Employee’s
Employment with the Corporation and its Subsidiaries is terminated
during the Restricted Period for any reason other than death or
Disability, the Committee may, in its sole discretion, terminate
the Restricted Period with respect to some or all of the
Performance Vested Portion of the Restricted Shares, so that such
Restricted Shares shall become Time Vested. If the Restricted
Shares have not become Time Vested in accordance with
Section 2(b)(i) or Section 2(b)(ii), and to the extent
the Committee does not exercise its discretion to terminate the
Restricted Period with respect to all Restricted Shares pursuant to
the foregoing sentence, such Restricted Shares (even if Performance
Vested) shall immediately terminate and be forfeited upon
termination of employment (including any right to vote such
Restricted Shares or receive dividends with respect
thereto).
(c) Notwithstanding anything
to the contrary in the Plan or this Agreement, if the
Employee’s Employment with the Corporation and its
Subsidiaries is terminated by reason of death or Disability, the
Restricted Shares shall automatically become both Performance
Vested and Time Vested and no longer subject to any of the vesting
or transferability restrictions described in this
Agreement.
(d) Notwithstanding anything
to the contrary in the Plan or this Agreement, upon the occurrence
of a Change of Control, the Restricted Shares shall automatically
become both Performance Vested and Time Vested and no longer
subject to any of the vesting or transferability restrictions
described in this Agreement. 3
3. No Right to Continued
Employment . The granting, issuance or vesting of the
Restricted Shares hereunder shall impose no obligation on the
Corporation or any affiliate to continue the employment of the
Employee and shall not lessen or affect the Corporation’s or
any affiliate’s right to terminate the employment of such
Employee.
4. Rights as a
Stockholder . The Employee shall be the record owner of the
Restricted Shares unless and until such Restricted Shares shall
terminate and be forfeited pursuant to Section 2 hereof. As
record owner, the Employee shall be entitled to all rights of a
holder of common stock of the Corporation, including, without
limitation, voting rights with respect to such Restricted Shares
and the right to receive all dividends
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