EXHIBIT 10.bb
STOCK EQUIVALENT PLAN FOR OUTSIDE
DIRECTORS OF C. R. BARD, INC. (AS AMENDED AND
RESTATED)
C. R. Bard, Inc. hereby amends and
restates the Stock Equivalent Plan for Outside Directors of C. R.
Bard, Inc. (the “Plan”). The Corporation’s
objectives in maintaining the Plan are (a) providing a means
of attracting and retaining Outside Directors whose abilities,
experience and judgment can contribute to the Corporation’s
continued progress and (b) retaining the Outside
Director’s continuing counsel following retirement from the
Board of Directors.
SECTION 1. DEFINITIONS.
Except as otherwise specified, or as
the context may otherwise require, the following terms have the
meanings indicated below for all purposes of the Plan:
1.01 “
Account ” shall mean a book account maintained by the
Committee to disclose the interest of each Participant under the
Plan.
1.02 “
Annual Retainer ” shall mean the annual amount,
exclusive of any Meeting Fees, received by an Outside Director as
may from time to time be set by the Board of Directors.
1.03 “
Beneficiary ” shall mean the person (or persons) who
are designated by the Director to receive benefits payable upon the
Director’s death under this Plan. Such designation shall be
made by the Director on a form prescribed by the Corporation. The
Director may at any time change or revoke such designation by
written notice to the Corporation. If the Director has no living
designated beneficiary on the date of Director’s death, then
the benefits otherwise payable to the designated beneficiary under
this Agreement shall be paid to the Director’s
estate.
1.04 “
Board of Directors ” shall mean the Board of Directors
of the Corporation.
1.05 “
Cause ” shall mean any act or omission (a) in
breach of the Outside Director’s duty of loyalty to the
Corporation or its Corporate Stockholders, (b) not in good
faith or involving a knowing violation of law, or
(c) resulting in receipt by the Outside Director of an
improper personal benefit.
1.06 “
Change of Control ” shall mean a change of control of
the nature that would be required to be reported on the Current
Report on Form 8-K, pursuant to Section 13 or 15(d) of the Act
(other than such a change of control involving a Permitted Holder);
provided, that, without limitation, a Change of Control shall be
deemed to have occurred if:
(a) any
“person” (other than a Permitted Holder) shall become
the “beneficial owner”, as those terms are defined
below, of capital stock of the Corporation, the voting power of
which constitutes 20% or more of the general voting power of all of
the Corporation’s outstanding capital stock; or
(b) individuals
who, as of April 21, 2005, constituted the Board (the
“Incumbent Board”) cease for any reasons to constitute
at least a majority of the Board; provided , that any person
becoming a Director subsequent to April 21, 2005, whose
election, or nomination for election by the Corporation’s
shareholders, was approved by a vote of at least three quarters of
the Directors comprising the Incumbent Board (other than an
election or nomination of an individual whose initial assumption of
office is in connection with an actual or threatened election
contest relating to the election of the Directors of the
Corporation, which is or would be subject to Rule 14a-11 of the
Regulation 14A promulgated under the Act) shall be, for purposes of
the Plan, considered as though such person were a member of the
Incumbent Board.
For purposes
of the definition of Change of Control, the following definitions
shall be applicable:
(c) The
term “person” shall mean any individual, group,
corporation or other entity.
(d) For
purposes of this definition only, any person shall be deemed to be
the “beneficial owner” of any shares of capital stock
of the Corporation:
(i) which that person
owns directly, whether or not of record, or
(ii) which that person
has the right to acquire pursuant to any agreement or understanding
or upon exercise of conversion rights, warrants, or options, or
otherwise, or
(iii) which are
beneficially owned, directly or indirectly (including shares deemed
owned through application of clause (ii) above), by an
“affiliate” or “associate” (as defined in
the rules of the Securities and Exchange Commission under the
Securities Act of 1933, as amended) of that person, or
(iv) which are
beneficially owned, directly or indirectly (including shares deemed
owned through application of clause (ii) above), by any other
person with which that person or such person’s
“affiliate” or “associate” (defined as
aforesaid) has any agreement, arrangement or understanding for the
purpose of acquiring, holding, voting or disposing of capital stock
of the Corporation.
(e) The
outstanding shares of capital stock of the Corporation shall
include shares deemed owned through application of clauses (d)(ii),
(iii) and (iv), above, but shall not include any other shares
which may be issuable pursuant to any agreement or upon exercise of
conversion rights, warrants or options, or otherwise, but which are
not actually outstanding.
1.07 “
Committee ” shall mean the Governance Committee of the
Board of Directors or such other committee as may be designated by
the Board.
1.08 “
Corporation Stock ” shall mean the common stock, par
value $.25 per share, of the Corporation.
1.09 “
Effective Date ” shall mean June 8,
2005.
1.10 “
Fair Market Value ” shall mean on a given date,
(a) if there should be a public market for Corporation Stock
on such date, the arithmetic mean of the high and low prices of
Corporation Stock as reported on such date on the composite tape of
the principal national securities exchange on which shares of
Corporation Stock are listed or admitted to trading, or, if
Corporation Stock is 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 Corporation 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 Corporation 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 Corporation Stock have been so reported or quoted
shall be used, and (b) if there should not be a public market
for shares of Corporation Stock on such date, the Fair Market Value
shall be the value established by the Committee in good
faith.
1.11 “
Meeting Fee ” shall mean the fee paid to an Outside
Director for attendance at each meeting of the Board of Directors
and each meeting of any Committee of the Board of Directors, but
shall not include the additional fee paid to a Committee
Chairman.
1.12 “
Outside Director ” shall mean a member of the Board of
Directors who is not also an employee of the
Corporation.
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1.13 “
Outside Director Fee ” shall mean an amount equal to
the amount of the Annual Retainer received by an Outside Director
at the time his or her Service terminates, plus 12 times the amount
of the Meeting Fee received by the Outside Director at the time his
or her Service terminates.
1.14 “
Participant ” shall mean an Outside Director who has
fulfilled the eligibility requirements of Section 2 and whose
distributable interest under the Plan has not been fully paid,
forfeited or cancelled.
1.15 “
Plan ” shall mean the Stock Equivalent Plan for
Outside Directors of C.R. Bard, Inc., as amended and
restated.
1.16 “
Pension Plan ” shall mean the Employees’
Retirement Plan of C. R. Bard, Inc., as amended and
restated.
1.17 “
Service ” shall mean the number of years that the
Outside Director serves on the Board of Directors, commencing on
the date of his or her election as an Outside Director and ending
on the date of his or her termination as an Outside Director. With
regard to an Outside Director who is a former Chief Executive
Officer of the Corporation, “Service” means the number
of years served as a member of the Board of Directors, commencing
on the date of his election as a Director and ending on his
termination as an Outside Director. For purposes of determining
Service, a partial year shall be rounded up to a full
year.
1.18 “
Unit ” shall mean an unfunded promise to pay an amount
of cash equal to one share of Corporation Stock in accordance with
the terms of this Plan.
SECTION 2. ELIGIBILITY.
Each Outside Director who was a
Participant on the Effective Date shall continue to be a
Participant in the Plan. An individual who becomes an Outside
Director after the Effective Date shall become a Participant on the
date his or her Service as an Outside Director commences. Except as
otherwise provided by the Committee, no Outside Director (other
than a former Chief Executive Officer of the Corporation) shall be
a Participant if such Outside Director is a participant or former
participant under the Pension Plan.
SECTION 3. GRANT OF
UNITS.
3.01
Annual Unit Credits . Effective December 31
st
of each year, the
Committee shall grant each Participant a number of Units determined
by: (a) adding (i) the Annual Retainer in effect on such
date plus (ii) the Meeting Fee on such date multiplied by 12;
then (b) dividing by the Fair Market Value of Corporation
Stock on the date of grant of such Units; provided, however, that,
notwithstanding any other provision hereof, in the event that the
Board of Directors terminates the Plan effective as of a date other
than a December 31 st , the grant of Units for the year of
the Plan termination shall be prorated based on the portion of the
calendar year that has elapsed through the effective date of the
Plan termination.
3.02
Participant Accounts . The Committee shall maintain an
Account for each Participant in which Units shall be entered when
granted. The Committee shall furnish annually to each Participant a
statement of his or her Account. A Participant shall not have any
dividend or voting rights with respect to Units credited to his or
her Account.
3.03
Grandfathered Benefits . Each Participant who participated
in the Retirement Plan for Outside Directors of C. R. Bard, Inc.
(the “Prior Plan”) on December 31, 1996 had
additional amounts credited to his or her Account as elected, in
writing by him or her prior to January 15, 1997.
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SECTION 4. VESTING.
4.01 In
General . A Participant shall be vested in the
