Exhibit 10bm
Form of Stock Option
Agreement
AGREEMENT (the
“Agreement”) dated DATE (the “Grant Date”)
providing for the grant of a stock option and limited stock
appreciation right by C. R. Bard, Inc., a New Jersey corporation
(the “Corporation”), to «Name_FirstLast» of
«CITY», «STATE», an employee of the Corporation
or a Subsidiary (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 set forth in the Plan. In accordance with the
Plan, the Committee has granted to the Employee an option to buy
Shares of the Corporation’s common stock at an exercise price
per share not less than the Fair Market Value of a Share on the
Grant Date and under the terms and conditions hereinafter provided
(the “Option”) and a limited stock appreciation right
under the terms and conditions hereinafter provided (the
“LSAR”).
1. Grant of the Option and
LSAR .
(a) Grant of the Option . The
Corporation hereby grants to the Employee an Option to purchase all
or any part of an aggregate of «Options_Received» Shares
at a purchase price of $OPTION PRICE per Share (the “Option
Price”), subject to adjustment as set forth in the Plan. The
Option is intended to be a non-qualified stock option, and is not
intended to be treated as an option that complies with
Section 422 of the Internal Revenue Code of 1986, as
amended.
(b) Grant of the LSAR . The
Corporation hereby grants to the Employee an LSAR with respect to
all or any part of an aggregate of «Options_Received» of
the Shares subject to the Option, at an exercise price per Share
equal to the Option Price. The LSAR shall vest in tandem with the
Shares subject to the Option (as provided in Section 2) and
shall be exercisable with respect to such Shares (as provided in
Section 3(b)). The LSAR is granted upon the same terms and
conditions provided for herein with respect to the Option, except
as otherwise expressly provided herein.
2. Vesting .
(a) Except as otherwise provided in
Section 3, the term of the Option shall commence on the Grant
Date and shall expire on the tenth anniversary of the Grant
Date.
(b) At any time, the portion of the
Option that has become vested and exercisable as described in this
Section 2 is hereinafter referred to as the “Vested
Portion.”
(c) [Performance-based (based on
earnings per share growth generally exclusive of items of an
unusual or infrequent nature) and/or time-based vesting
criteria].
(d) For the avoidance of doubt, the
Employee must be employed by the Corporation or a Subsidiary on the
date vesting occurs, which with respect to Sections 2(c)(A) and
(B) will occur upon the later of (i) the Board’s
determination that the applicable targets have been achieved and
(ii) public disclosure by the Corporation of the results of
operations that are the basis for such determination.
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(e) Upon termination of the
Employee’s employment by reason of death, retirement or
Disability, the Option shall, to the extent not expired pursuant to
Section 2(a) and not vested and exercisable at that time,
become fully vested and exercisable.
(f) If the Employee ceases to be an
employee of the Corporation or a Subsidiary for any reason, the
Committee may, in its sole discretion, accelerate the vesting of
the Option, or any portion thereof, which has not expired pursuant
to Section 2(a) and would not otherwise be vested and
exercisable on the date of such termination of
employment.
(g) If the Employee’s
Employment with the Corporation is terminated for any reason other
than death, retirement or Disability, or the Committee does not
otherwise exercise its discretion, pursuant to the Plan and
Section 2(f) above, to accelerate the vesting of the Option in
full upon the Employee’s termination for any reason, the
Option shall expire immediately without consideration to the extent
not vested and exercisable on the date of any such termination and
the Vested Portion of the Option shall remain exercisable for the
period set forth in Section 3(a) (and Section 3(b) in the
case of the LSAR).
3. Exercise .
(a) Exercise of Option .
Subject to the provisions of the Plan and this Agreement, the
Employee may exercise all or any part of the Vested Portion of the
Option at any time prior to the earliest to occur
of:
(i) the tenth anniversary of the
Grant Date;
(ii) one year following the first
day of the month following the month in which the Employee’s
employment with the Corporation or a Subsidiary is terminated due
to death or Disability;
(iii) sixty days following the date
the Employee’s employment with the Corporation or a
Subsidiary is terminated for any reason other than (A) death,
(B) Disability, (C) retirement, or (D) for any
termination within the one-year period immediately following a
Change in Control (excluding termination for Cause during such
one-year period, which will be subject to the sixty-day exercise
period).
For purposes of this Agreement,
“Cause” shall mean “Cause” as defined in
(A) any employment or severance agreement then in effect
between the Employee and the Corporation or a Subsidiary or
(B) any severance plan in which the Employee participates, or
if not defined therein or if there shall be no such agreement or
plan, “Cause” shall include, but not be limited to, the
Employee’s misconduct, insubordination, violation of the
Corporation’s policies, or performance issues. The
determination of the existence of Cause shall be made by the
Committee in good faith, which determination shall be conclusive
for purposes of this Agreement.
For purposes of this Agreement,
“retirement” shall mean the termination of employment
of an employee of the Corporation who has attained the age of
55 and been credited with a minimum of 5 years
of vesting service under the Employees’
Retirement Plan of C. R. Bard, Inc. or any successor plan
thereto (the "U.S. Retirement Plan"); provided,
that the term “retirement” shall not
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refer to an employee that is terminated for
Cause. For purposes of determining whether, and to what
extent, an employee is credited with vesting service under the
preceding sentence, service provided to a foreign affiliate of
the Corporation shall be treated as service provided to a U.S.
participating employer in the U. S. Retirement Plan.
(b) Exercise of LSAR .
Subject to the provisions of the Plan and this Agreement
(including, without limitation, the expiration of the Option
described in Section 3(a)), the Employee may exercise all or
any part of the Vested Portion of the LSAR only during the 60-day
period commencing upon the occurrence of a Change in Control. The
Employee shall be required to surrender all or any portion of the
Option with respect to which the Employee exercises the LSAR. The
Employee’s exercise of all or part of the Vested Portion of
the Option shall terminate the same portion of the Shares subject
to the LSAR to which the exercised Option relates. Upon the
exercise of the LSAR, the Employee shall have the right to receive,
as determined in the sole discretion of the Committee or as
otherwise provided pursuant to the Plan or this Agreement, an
amount in cash and/or Shares equal to the excess of (i) the
greater of (A) the Fair Market Value of one Share on the date
of exercise and (B) the highest price per Share paid in the
transaction or series of transactions constituting the Change in
Control, over (ii) the Option Price, multiplied by the
aggregate of the Shares subject to the Option with respect to which
the LSAR is exercised by the Employee; provided that if the
Participant disagrees with the Committee’s determination of
Fair Market V
