EXHIBIT 10.ba
OPTION AGREEMENT
dated this
day of
, providing for the granting of an option by C. R. Bard, Inc.,
a New Jersey corporation (the “Corporation”), to
of
, a non-employee director of the Corporation (the
“Optionee”);
The Corporation has duly adopted the
2005 Directors’ Stock Award Plan, as Amended and Restated,
(the “Plan”), a copy of which is attached hereto and
incorporated herein by reference. Pursuant to the Plan, the
Optionee has been granted an option (the “Option”)
under the Plan to buy
shares (the “Option Shares”) of the Corporation’s
Common Stock, on the terms and conditions hereinafter provided, at
an option price per share set forth below, which is the mean
between the high and low sale price, on the New York Stock
Exchange-Composite Transactions Tape on the date of the granting of
the option, or if there is no sale on that date, then on the next
preceding date on which a sale was reported. It is intended that
the Options granted hereunder shall be non-qualified stock options.
Capitalized terms not defined herein shall have the meanings
provided in the Plan.
1. Option
Price. The Option shall be exercisable
at a price of $
per share
(the “Option Price”) on the terms and conditions
hereinafter provided.
2. Period
of Option and Conditions of Exercise.
The term of the Option and of this Option
Agreement shall commence on the date hereof (the “Date of
Grant”). The Option has a term of ten years from the Date of
Grant and, to the extent not therefore exercised or terminated,
shall expire on the tenth anniversary of the Date of Grant. The
Option shall not be exercisable within twelve months after the Date
of Grant, and thereafter the Option will become exercisable with
respect to
shares on each of the first three anniversaries of the Date of
Grant; provided that if the Optionee shall die while holding the
Option, and at the time of death such Option is exercisable with
respect to less than 100% of the shares subject thereto, the number
of shares with respect to which the Option shall be exercisable
shall be increased to 100% of the total number of shares subject to
the Option. Optionee may exercise the exercisable portion of the
Option in whole at any time or in part from time to time prior to
the tenth anniversary of the Date of Grant subject to earlier
termination of the Option, as provided below, upon Optionee’s
cessation of service as a director. Upon a termination of the
Option pursuant to this Option Agreement, all rights of the
Optionee hereunder shall cease.
3.
Post-Termination Exercise. Upon
Optionee’s ceasing to be a member of the Board of Directors
of the Corporation for any reason, the Option or any portion
thereof that is not then exercisable shall be immediately
terminated and forfeited. The exercisable portion of the Option as
of such cessation shall be exercisable as provided
below.
If the Optionee shall, by reason
other than death or retirement (defined as 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 of Directors of the
Corporation for at least five years), cease to be a member of the
Board of Directors of the Corporation, the Optionee shall be
permitted to exercise the Option within sixty days from the day he
or she ceased to be a member of the Board of Directors, but in no
event later than the expiration date of the Option, to the extent
exercisable by the Optionee at the time he or she ceased to be a
member of the Board of Directors. If the Optionee shall die after
the date he or she ceases to be a
