Exhibit 10bk
1998 EMPLOYEE STOCK PURCHASE
PLAN
OF
C. R. BARD, INC.
(AS AMENDED AND
RESTATED)
Effective as of April 19, 2006,
the 1998 Employee Stock Purchase Plan of C. R. Bard, Inc. (the
“Plan”) is hereby amended and restated by C. R. Bard,
Inc., a New Jersey corporation (the “Corporation”), as
set forth herein.
The Plan provides Eligible Employees
of the Corporation and its Subsidiaries an opportunity to purchase
shares of Common Stock of the Corporation on the terms and
conditions set forth below. The Plan is intended to qualify as an
employee stock purchase plan under Section 423 of the Internal
Revenue Code of 1986, as amended.
SECTION 1.
DEFINITIONS
1.01 “Board”
shall mean the Board of Directors of the Corporation.
1.02 “Business
Day” shall mean any day the New York Stock Exchange is
open for business.
1.03 “Code” shall
mean the Internal Revenue Code of 1986, as amended.
1.04 “Committee”
shall mean the Retirement Committee under the Corporation’s
Retirement Plan, or such other committee as may be designated by
the Board.
1.05 “Common
Stock” shall mean the Corporation’s Common Stock,
par value $.25 per share.
1.06
“Compensation” shall mean with respect to a
Participant, the portion of the Participant’s “basic
pay,” as defined in the Retirement Plan, paid to the
Participant during the applicable payroll period.
1.07 “Eligible
Employee” means each employee of the Corporation or any
domestic Subsidiary, and each employee of a foreign Subsidiary to
which the Plan is extended by the Committee, except: (i) an
employee whose customary employment is fewer than 20 hours or less
per week; or (ii) an employee whose customary employment is
for fewer than five months in any calendar year.
1.08 “Fair Market
Value” shall mean on a given date, (i) if there
should be a public market for the Common Stock on such date, the
arithmetic mean of the high and low prices of the Common Stock as
reported on such date on the Composite Tape of the principal
national securities exchange on which shares of Common Stock are
listed or admitted to trading, or, if shares of Common Stock are
not listed or admitted on any national securities exchange, the
arithmetic mean of the per share closing bid price and per share
closing asked price of the Common Stock on such date as quoted on
the National Association of Securities Dealers Automated Quotation
System (or such market in which such prices are regularly quoted)
(the “NASDAQ”), or, if no sale of shares of Common
Stock shall have been reported on the Composite Tape of any
national securities exchange or quoted on the NASDAQ on such date,
then the immediately preceding date on which sales of shares of
Common Stock have been so reported or quoted shall be used, and
(ii) if there should not be a public market for the Common
Stock on such date, the Fair Market Value shall be the value
established by the Committee in good faith.
1.09 “Grant Date”
shall mean each January 1 and July 1.
1.10 “Option”
shall mean an option to purchase shares of Common Stock under the
Plan, pursuant to the terms and conditions hereof.
1.11
“Participant” shall mean an Eligible Employee
who is participating in the Plan pursuant to
Section 4.
1.12 “Purchase
Date” shall mean, except as provided in Section 15,
each June 30 and December 31 (or the following Business
Day if such date is not a Business Day).
1.13 “Purchase
Price” shall mean the lesser of 85% of the Fair Market
Value of Common Stock on such Grant Date and 85% of the Fair Market
Value of a share of Common Stock on such Purchase Date.
1.14 “Plan” shall
mean the 1998 Employee Stock Purchase Plan of C. R. Bard, Inc., as
amended from time to time.
1.15 “Plan
Account” shall mean an account maintained by the
Corporation or its designated recordkeeper for each Participant to
which the Participant’s payroll deductions are credited,
against which funds used to purchase shares of Common Stock are
charged and to which shares of Common Stock purchased are
credited.
1.16 “Purchase
Period” shall mean the time period between the Grant Date
of an Option and the Purchase Date for that Option.
1.17 “Retirement
Plan” shall mean the Employees’ Retirement Plan of
C. R. Bard, Inc., as amended and restated.
1
1.18 “Subsidiary”
shall mean any corporation, other than the Corporation, in an
unbroken chain of corporations beginning with the Corporation if,
at the time of the granting of the Option, each of the corporations
other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such
chain.
SECTION 2. COMMON STOCK SUBJECT
TO PLAN.
Subject to Section 12, the
aggregate number of shares of Common Stock which may be sold under
the Plan is 1,250,000. The Corporation may make open-market
purchases to provide shares of Common Stock for purchase under the
Plan or sell Treasury shares or issue authorized but unissued
shares of Common Stock.
SECTION 3. PARTICIPATION IN THE
PLAN.
3.01 Election to Participate
. An Eligible Employee may participate in the Plan by completing
and filing with the Corporation or its designated recordkeeper an
election form which authorizes payroll deductions from the
employee’s Compensation. Such deductions shall commence on
the first Grant Date thereafter and shall continue until the
Employee terminates participation in the Plan, becomes ineligible
to participate in the Plan, or the Plan is terminated. An Eligible
Employee may participate in the Plan only through payroll
deductions. Other contributions will not be accepted.
3.02 Termination of
Participation .
(a) A Participant may, at any time
and for any reason, voluntarily terminate participation in the Plan
by written notification of withdrawal delivered to the appropriate
payroll office. Such Participant’s payroll deductions under
the Plan shall cease as soon as practicable following delivery of
such notice.
(b) A Participant’s
participation in the Plan shall be terminated upon termination of
such Participant’s employment with the Corporation and its
Subsidiaries for any reason or when the Participant becomes
ineligible to participate in the Plan.
If the former Participant remains
employed by the Corporation or any of its Subsidiaries after
termination of participation in the Plan, any payroll deductions
credited to such Participant’s Plan Account shall be used to
purchase shares of Common Stock on the next Purchase Date. If the
former Participant is no longer employed by the Corporation or any
of its Subsidiaries after termination of participation in the Plan,
any payroll deductions credited to such Participant’s Plan
Account shall be paid to such Participant in cash as soon as
practicable following termination of employment. An Eligible
Employee whose participation in the Plan is terminated may rejoin
the Plan by filing a new election form in accordance with
subsection (a).
3.03 Limitations for Certain
Eligible Employees . Notwithstanding the foregoing, an Eligible
Employee shall not be granted an Option on any Grant Date if such
employee, immediately after the Option is granted, owns stock
possessing 5% or more of the total combined voting power or value
of all classes of stock of the Corporation or any Subsidiary. For
purposes of this paragraph, the rules of Code Section 424(d)
shall
