EXHIBIT 10.az
2005 DIRECTORS’ STOCK AWARD
PLAN OF C. R. BARD, INC.
C. R. Bard, Inc. hereby amends and
restates the 1988 Directors’ Stock Award Plan of C. R.
Bard, Inc. as set forth herein as the 2005 Directors’ Stock
Award Plan of C. R. Bard, Inc. (the “Plan”). The
Corporation’s objectives in maintaining the Plan are
(a) to attract and retain highly qualified individuals to
serve on the Board of Directors of C. R. Bard, Inc.,
(b) to relate non-employee directors’ compensation more
closely to the Corporation’s performance and its
shareholders’ interests, and (c) to increase
non-employee directors’ stock ownership in the Corporation.
The Plan, as amended and restated herein, takes into account the
Corporation’s 2-for-1 stock split, which was effected in the
form of a 100% stock dividend and distributed on May 28,
2004.
SECTION 1. DEFINITIONS.
For purposes of the Plan, the
following terms shall have the indicated meanings:
1.01 “
Award ” shall mean an Option, Stock Award, SAR or
other stock-based award granted pursuant to the Plan.
1.02 “
Board ” shall mean the Board of Directors of the
Corporation.
1.03 “
Code ” shall mean the Internal Revenue Code of 1986,
as amended (or any successor statute thereto).
1.04 “
Committee ” shall mean the Governance Committee of the
Board or such other committee as may be designated by the
Board.
1.05 “
Common Stock ” shall mean the Common Stock of the
Corporation, par value $0.25 per share.
1.06 “
Corporation ” shall mean C. R. Bard, Inc., a New
Jersey corporation.
1.07 “
Director ” shall mean a member of the
Board.
1.08 “
Exchange Act ” shall mean the Securities Exchange Act
of 1934, as amended.
1.09 “
Fair Market Value ” shall mean on any given date,
(a) the mean between the high and low sale price of the Common
Stock on that day as reported on the New York Stock
Exchange—Composite Transactions Tape or, if no sale of Common
Stock shall have occurred on the New York Stock Exchange on that
day, on the next preceding day on which there was a sale; or
(b) in the case of a simultaneous exercise and sale, the
actual price Optionee receives in the open market on the date of
the exercise. If the Common Stock is not traded on the New York
Stock Exchange, the Fair Market Value shall be the amount that is
reasonably determined by the Committee.
1.10 “
Option ” shall mean a stock option granted pursuant to
Section 5 of the Plan.
1.11 “
Option Price ” shall mean the purchase price per Share
of an Option, as determined pursuant to Section 5.04 of the
Plan.
1.12 “
Option Period ” shall mean the period from the date of
the grant of an Option to the date of its expiration as provided in
Section 5.
1.13 “
Optionee ” shall mean a Participant who has been
granted an Option under the Plan.
1.14 “
Participant ” shall mean any non-employee Director who
receives an Award.
1.15 “
Permanent Disability ” shall mean any disability which
prevents a Director from performing all duties as a
Director.
1.16 “
Plan ” shall mean the C. R. Bard, Inc. 2005
Directors’ Stock Award Plan.
1.17 “
Retirement ” shall mean the voluntary cessation of
service as a director by a director who is 55 years of age or older
and who has served on the Board for at least five years.
1.18 “
SAR ” shall mean stock appreciation right granted
pursuant to Section 6 of the Plan.
1.19 “
Stock Award ” shall mean Common Stock awards granted
pursuant to Section 4 of the Plan.
1.20 “
Term ” shall mean the number of years that the
Participant is appointed or elected to serve as a
Director.
1.21 “
Transfer Restriction Period ” shall mean the period of
time during which a Stock Award will remain subject the transfer
restrictions set forth in Section 4.04 of the Plan.
1.22 “
Unrestricted Stock ” shall mean Common Stock awarded
to a Participant which Common Stock is not subject to a vesting
period or installment delivery specified by the
Committee.
1.23 “
Vesting Restriction Period ” shall mean the period of
time during which a Stock Award will remain subject to vesting
restrictions as described in Section 4.01(b) of the
Plan.
SECTION 2. SHARES
SUBJECT TO THE PLAN.
Subject to adjustment as provided in
Section 10, the total number of shares of Common Stock which
may be issued under the Plan is 250,000. The shares may consist, in
whole or in part, of unissued shares or treasury shares. The
issuance of shares or the payment of cash upon the exercise of an
Award or in consideration of the cancellation or termination of an
Award shall reduce the total number of shares available under the
Plan, as applicable. Shares subject to Awards which are forfeited,
terminate or otherwise lapse will be added back to the aggregate
number of shares available under the Plan.
SECTION 3. ADMINISTRATION.
3.01 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. All
Awards granted to Participants under the Plan shall be evidenced by
an Award agreement which specifies the type of Award granted
pursuant to the Plan, the number of shares of Common Stock
underlying the Award and all terms governing the Award, including,
without limitation, terms regarding vesting, exercisability and
expiration of the Award.
3.02 The
Committee is authorized to interpret the Plan, to establish, amend
or rescind any rules and regulations relating to the 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).
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3.03 The
Committee shall require payment of any amount it may determine to
be necessary to withhold for federal, state, local or other taxes
as a result of the exercise, grant or vesting of an Award as a
condition to such exercise, grant or vesting. Unless the Committee
specifies otherwise, the Participant may elect to pay a portion or
all of such withholding taxes by (a) delivery in shares of
Common Stock or (b) having shares of Common Stock withheld by
the Corporation from any shares of Common Stock that would have
otherwise been received by the Participant.
SECTION 4. STOCK
AWARDS.
4.01
Formula Grant of Stock Award .
(a)
Grant . On the first business day in October following the
appointment or election of an individual as a Director (the
“Grant Date”), each nonemployee Director shall receive
a Stock Award of 400 shares of Common Stock for each year or
partial year remaining in his or her Term (other than a partial
year resulting from the appointment or election of a Director
subsequent to the October 1 st immediately preceding the annual
meeting at which the term of office of such Director will
expire).
(b)
Formula Grant Vesting Restriction Period . Unless otherwise
determined by the Committee, each Stock Award granted pursuant to
Section 4.01 shall vest with respect to the first 400 shares
of Common Stock on the Grant Date and, with respect to the
remaining shares of Common Stock included in such Stock Award, on
each October 1 following the date on which the Stock Award was
granted. If for any reason, the Participant ceases to serve as a
Director prior to the date on which he or she is fully vested in
the Stock Award granted under this Section 4.01, he or she
shall forfeit all of the unvested shares underlying such Stock
Award.
(c)
Formula Grant Transfer Restriction Period . The transfer
restrictions set forth in Section 4.04 of this Plan shall
apply to shares of Common Stock underlying grants of Stock Awards
made pursuant to Section 4.01 of the Plan until the second
anniversary of the end of the Vesting Restriction Period applicable
to such shares. Notwithstanding the foregoing sentence, however,
the Transfer Restriction Period shall end upon the death or
Permanent Disability of the Participant.
4.02
Additional Stock Awards . The Committee may grant Stock
Awards in addition to those provided in Section 4.01 of the
Plan in such form, and dependent on such conditions and
restrictions (or without conditions and restrictions), as the
Committee, in its sole discretion, shall determine and as set forth
in the Stock Award agreement, including, without limitation, the
right to receive, or vest with respect to the Stock Award upon the
completion of a specified period of service as a Director, the
occurrence of an event and/or the attainment of performance
objectives, and all other terms and conditions of such Stock Award.
Except as otherwise provided by the Committee, Stock Awards granted
pursuant to this Section 4.02 shall not vest earlier than the
third anniversary of the date on which they are granted.
Restrictions on Stock Awards shall lapse over a period of time or
according to such other criteria as set forth in the Stock Award
agreement. Notwithstanding anything else to the contrary, a Stock
Award that is not subject to vesting shall be made only in lieu of
the payment of a cash retainer to the Director.
4.03
Termination of Director, Death, Permanent Disability, or
Retirement .
(a) With
respect to formula based Stock Awards (granted pursuant to
Section 4.01) of the Plan, if for any reason, the Participant
ceases to serve as a Director prior to the end of the Vesting
Restriction Period applicable to such shares, he or she shall
forfeit all unvested shares underlying such Stock Award.
(b) With
respect to additional Stock Awards (granted pursuant to
Section 4.02 of the Plan), except otherwise provided herein,
in the event that a Participant ceases during the Vesting
Restriction Period to be a Director for any reason other than death
or Retirement, the Participant shall forfeit the Stock Award as to
all shares of Common Stock covered by the award with respect to
which such Vesting Restriction Period has not
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ended, and those shares of Common Stock must be
immediately returned to the Corporation. The Committee may,
however, provide for complete or partial exceptions to this
requirement as it deems appropriate.
(c) With
respect to additional Stock Awards (granted pursuant to
Section 4.02 of the Plan), in the event the Participant
ce
