EXHIBIT 10(k)(i)
BECTON, DICKINSON AND COMPANY
1995 STOCK OPTION PLAN, AS AMENDED
AND RESTATED EFFECTIVE JANUARY 27, 1997
SECTION 1. PURPOSE
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The purpose of this Stock Option Plan is to provide an additional incentive
to key employees of Becton, Dickinson and Company and its subsidiaries, to aid
in attracting and retaining employees of outstanding ability, and to closely
align their interests with those of shareholders.
SECTION 2. DEFINITIONS
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Unless the context clearly indicates otherwise, the following terms, when
used in this Stock Option Plan, shall have the meanings set forth in this
Section 2.
(a) "Board" shall mean the Board of Directors of Becton, Dickinson and
Company.
(b) "Broker" shall mean a registered broker-dealer designated by the
Company.
(c) "Cashless Exercise" shall mean a method of exercising a Nonqualified
Stock Option under which a Grantee, in lieu of payment of the option price
in cash, by check or by delivery of shares of Stock, delivers to the Broker
irrevocable instructions to sell the shares of Stock acquired upon such
exercise and, immediately upon receipt of the proceeds from this sale, to
deliver to the Company the option price and any withholding taxes.
(d) "Change in Control." A change in control of the Company shall be
deemed to have occurred if, over the initial opposition of the then-
incumbent Board (whether or not such Board ultimately acquiesces therein),
(i) any person or group of persons shall acquire, directly or indirectly,
stock of the Company having at least 25% of the combined voting power of
the Company's then-outstanding securities, or (ii) any shareholder or group
of shareholders shall elect a majority of the members of the Board.
(e) "Code" shall mean the Internal Revenue Code of 1986 as it may be
amended from time to time.
(f) "Committee" shall mean the Compensation and Benefits Committee of
the Board or such other committee as may be designated by the Board,
subject to any requirements of Section 16 of the Securities Exchange Act of
1934 and the rules promulgated thereunder, as the same now exist or may
hereafter be amended.
(g) "Company" shall mean Becton, Dickinson and Company.
(h) "Date of Exercise" shall mean the earlier of the date on which
written notice of exercise, together with payment in full, if applicable,
is received at the office of the Secretary of the Company or the date on
which such notice and payment are mailed to the Secretary of the Company at
its principal office by certified or registered mail, or, in the case of
the Cashless Exercise of a Nonqualified Stock Option, the Date of Exercise
shall mean the date the Broker executes the Grantee's sell order with
respect to the underlying shares of Stock.
(i) "Employee" shall mean any employee, including any officer, of the
Company or any of its Subsidiaries.
(j) "Fair Market Value" shall mean for any day the mean of the highest
and lowest selling prices of the Stock as reported on the Composite Tape
for securities traded on the New York Stock Exchange.
(k) "Grantee" shall mean an Employee granted a Stock Option and shall
also mean, to the extent contemplated and permitted by the Plan, executors,
administrators, successors and transferees of the Grantee.
(l) "Granting Date" shall mean the date on which the Committee
authorizes the issuance of a Stock Option for a specified number of shares
of Stock to a specified Employee.
(m) "Plan" shall mean the Becton, Dickinson and Company 1995 Stock
Option Plan as set forth herein and amended from time to time.
(n) "Stock" shall mean the Common Stock, par value $1.00 per share, of
the Company.
(o) "Stock Appreciation Right" shall mean a right granted pursuant to
the Plan to receive Stock, cash, or a combination thereof, upon the
surrender of the right to purchase all or part of the shares of Stock
covered by a Stock Option.
(p) "Stock Option" shall mean an Incentive or Nonqualified Stock Option
granted pursuant to the Plan to purchase shares of Stock.
(q) "Subsidiary" shall mean any subsidiary corporation as defined in
Section 424 of the Code.
SECTION 3. SHARES OF STOCK SUBJECT TO THE PLAN
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Subject to adjustment pursuant to Section 9, 6,000,000 shares of Stock
(prior to giving effect to the two-for-one split of the Stock in August 1996)
shall be reserved for issuance upon the exercise of Stock Options granted
pursuant to this Plan. Shares delivered under the Plan may be authorized and
unissued shares or issued shares held by the Company in its treasury. If any
Stock Options expire or terminate without having been exercised, the shares of
Stock covered by such Stock Options shall become available again for the grant
of Stock Options hereunder. Similarly, if any Stock Options are surrendered for
cash pursuant to the provisions of Section 7, the shares of Stock covered by
such Stock Options shall also become available again for the grant of Stock
Options hereunder. Shares of Stock covered by Stock Options surrendered for
Stock pursuant to Section 7, however, shall not become available again for the
grant of Stock Options hereunder.
SECTION 4. ADMINISTRATION OF THE PLAN
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(a) The Plan shall be administered by the Committee. Subject to the
express provisions of the Plan, the Committee shall have authority to
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to it, to determine the terms and provisions of Stock Option
grants, and to make all other determinations necessary or advisable for the
administration of the Plan.
(b) It is intended that the Plan and any transaction hereunder meet all
of the requirements of Rule 16b-3 promulgated by the Securities and
Exchange Commission, as such rule is currently in effect or as hereafter
modified or amended, and all other applicable laws. If any provision of
the Plan or any transaction would disqualify the Plan or such transaction
under, or would not comply with, Rule 16b-3 or other applicable laws, such
provision or transaction shall be construed or deemed amended to conform to
Rule 16b-3 or such other applicable laws or otherwise shall be deemed to be
null and void, in each case to the extent permitted by law and deemed
advisable by the Committee.
(c) Any controversy or claim arising out of or related to this Plan shall
be determined unilaterally by and at the sole discretion of the Committee.
SECTION 5. GRANTING OF STOCK OPTIONS
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(a) Only key Employees shall be eligible to receive Stock Options under
the Plan. Directors of the Company who are not also Employees shall not be
eligible for Stock Options.
(b) The purchase price of each share of Stock subject to an Incentive
Stock Option shall be at least 100% of the Fair Market Value of a share of
the Stock on the Granting Date.
(c) The purchase price of each share of Stock subject to a Nonqualified
Stock Option shall be 100% of the Fair Market Value of a share of the Stock
on the Granting Date, or such other price either greater than or less than
the Fair Market Value (but in no event less than the par value of the
Stock) as the Committee shall determine appropriate to the purposes of the
Plan and to the Company's total compensation program.
(d) The Committee shall determine and designate from time to time those
key Employees who are to be granted Stock Options and whether the
particular Stock Options are to be Incentive Stock Options or Nonqualified
Stock Options, and shall also specify the number of shares covered by and
the exercise price per share of each Stock Option.
(e) The aggregate fair market value (determined at the time the option is
granted) of the Stock with respect to which Incentive Stock Options are
exercisable for the first time by any individual during any calendar year
(under all such plans of the individual's employer corporation and its
parent and subsidiary corporations) shall not exceed $100,000.
(f) A Stock Option shall be exercisable during such period or periods
and in such installments as shall be fixed by the Committee at the time the
option is granted or in any amendment thereto; but each Stock Option shall
expire not later than ten years from the Granting Date.
(g) The Committee shall have the authority to grant both transferable
Stock Options and nontransferable Stock Options, and to amend outstanding
nontransferable Stock Options to provide for transferability. Each
nontransferable Stock Option shall provide by its terms that it is not
transferable otherwise than by will or the laws of descent and distribution
and is exercisable, during the Grantee's lifetime, only by the Grantee.
Each transferable Stock Option may provide for such limitations on
transferability and exercisability as the Committee may designate at the
time a Stock Option is granted or is otherwise amended to provide for
transferability. Subject to the foregoing, a permitted transferee shall be
entitled to exercise a Stock Option at such times and to the extent that
the Stock Option would otherwise be exercisable by the
Grantee, or by the Grantee's executors, administrators and successors
pursuant to Section 8.
(h) Stock Options may be granted to an Employee who has previously
received Stock Options or other options whether such prior Stock Options or
other options are still outstanding, have previously been exercised or
surrendered in whole or in part, or are canceled in connection with the
grant of new Stock Options.
(i) Subject to adjustment pursuant to Section 9, the aggregate number of
shares of Stock subject to Stock Options granted to an Employee under the
Plan during any calendar year shall not exceed 300,000 shares (prior to
giving effect to the two-for-one split of the Stock in August 1996).
SECTION 6. EXERCISE OF STOCK OPTIONS
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Except as otherwise provided with respect to the Cashless Exercise of a
Nonqualified Stock Option, the Grantee shall pay the option price in full on the
Date of Exercise of a Stock Option in cash, by check, or by delivery of full
shares of Stock of the Company, duly endorsed for transfer to the Company with
signature guaranteed, or by any combination thereof. Stock will be accepted at
its Fair Market Value on the Date of Exercise.
SECTION 7. STOCK APPRECIATION RIGHTS
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(a) The Committee may grant Stock Appreciation Rights in connection with
any Stock Option.
(b) Stock Appreciation Rights shall be exercisable at such times and to
the extent that the related Stock Option shall be exercisable, unless the
Committee specifies a more restrictive period.
(c) Upon the exercise of a Stock Appreciation Right, the Grantee shall
surrender the related Stock Option or a portion thereof and shall be
entitled to receive payment of an amount determined by multiplying the
number of shares as to which option rights are surrendered by the
difference obtained by subtracting the exercise price per share of the
related Stock Option from the Fair Market Value of a share of Stock on the
Date of Exercise of the Stock Appreciation Right.
(d) Payment of the amount determined under Section 7(c) shall be made in
Stock, in cash, or partly in cash and partly in Stock as the Committee
shall determine in its sole discretion.
SECTION 8. TERMINATION OF EMPLOYMENT
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Except as otherwise provided by the Committee at the time the option is
granted or in any amendment thereto, if a Grantee ceases to be an Employee,
then:
(a) if termination is for cause, all Stock Options held by the Grantee
shall be canceled as of the date of termination;
(b) if termination of employment is voluntary or involuntary without
cause, the Grantee may exercise each Stock Option held by him within three
months after such termination (but not after the expiration date of the
option) to the extent of the number of shares subject to the Stock Option
which were purchasable pursuant to its terms at the date of termination;
provided, however, if the Grantee should die within three months after such
termination, each Stock Option held by the Grantee may be exercised by the
Grantee's estate, or by any person who acquires the right to exercise by
reason of the Grantee's death, at any time within a period of one year
after death (but not after the expiration date of the option) to the extent
of the number of shares subject to the Stock Option which were purchasable
pursuant to its terms at the date of termination;
(c) subject to the provisions of Section 8(d), if termination is by
reason of retirement at a time when the Grantee is entitled to the current
receipt of benefits under any retirement plan maintained by the Company or
any Subsidiary or by reason of disability, each Stock Option held by the
Grantee shall, at the date of retirement or disability, become exercisable
to the extent of the total number of shares subject to the Stock Option,
irrespective of the number of shares which would otherwise have been
purchasable pursuant to the terms of the Stock Option at the date of
retirement or disability, and shall otherwise remain in full force and
effect in accordance with its terms; provided, however, that in the case of
termination by reason of disability, each Stock Option shall only be
exercisable within a period of three years after the date of disability
(but not after the expiration date of the option);
(d) if termination is by reason of the death of the Grantee, or if the
Grantee dies after retirement or disability as referred to in Section 8(c),
each Stock Option held by the Grantee may be exercised by the Grantee's
estate, or by any person who acquires the right to exercise the option by
reason of the Grantee's death, at any time within a period of three years
after death (but not after the expiration date of the option) to the extent
of the total number of shares subject to the Stock Option, irrespective of
the number of shares which would have otherwise been purchasable pursuant
to the terms of the Stock Option at the date of death.
SECTION 9. ADJUSTMENTS
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In the event of any merger, consolidation, reorganization,
recapitalization, stock dividend, stock split or other change in the corporate
structure or capitalization affecting the Stock, there shall be an appropriate
adjustment made by the Board in the number and kind of shares that may be
granted in the aggregate and to individual Employees under the Plan, the number
and kind of shares subject to each outstanding Stock Option and Stock
Appreciation Right, and the option prices.
No exercise of conversion rights with respect to the shares of the
Company's Series B ESOP Convertible Preferred Stock shall call for any
adjustment under this Section 9.
SECTION 10. TENDER OFFER; CHANGE IN CONTROL
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(a) A Stock Option shall become immediately exercisable to the extent of
the total number of shares subject to the option in the event of (i) a
tender offer by a person or persons other than the Company for all or any
part of the outstanding Stock if, upon consummation of the purchases
contemplated, the offeror or offerors would own, beneficially or of record,
an aggregate of more than 25% of the outstanding Stock, or (ii) a Change in
Control of the Company.
(b) The Committee may authorize the payment of cash upon the exercise of
a Stock Appreciation Right during a period (i) beginning on the date on
which a tender offer as described in (a), above, is first published or sent
or given to holders of Stock and ending on the date which is seven days
after its termination or expiration, or (ii) beginning on the date on which
a Change in Control of the Company occurs and ending on the twelfth
business day following such date.
SECTION 11. GENERAL PROVISIONS
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(a) Each Stock Option shall be evidenced by a written instrument
containing such terms and conditions, not inconsistent with this Plan, as
the Committee shall approve.
(b) The granting of a Stock Option in any year shall not give the Grantee
any right to similar grants in future years or any right to be retained in
the employ of the Company or any Subsidiary or interfere in any way with
the right of the Company or such Subsidiary to terminate an Employee's
employment at any time.
(c) Notwithstanding any other provision of the Plan, the Company shall
not be required to issue or deliver any certificate or certificates for
shares of Stock under the Plan prior to fulfillment of all of the following
conditions:
(i) The listing, or approval for listing upon notice of issuance, of
such shares on the New York Stock Exchange;
(ii) Any registration or other qualification of such shares under
any state or federal law or regulation, or the maintaining in effect of
any such registration or other qualification which the Committee may, in
its discretion upon the advice of counsel, deem necessary or advisable;
and
(iii) The obtaining of any other consent, approval or permit from
any state or federal governmental agency which the Committee may, in its
discretion upon the advice of counsel, determine to be necessary or
advisable.
(d) The Company shall have the right to deduct from any payment or
distribution under the Plan any federal, state or local taxes of any kind
required by law to be withheld with respect to such payments or to take
such other action as may be necessary to satisfy all obligations for the
payment of such taxes. In case distributions are made in shares of Stock,
the Company shall have the right to retain the value of sufficient shares
to equal the amount of tax to be withheld for such distributions or require
a recipient to pay the Company for any such taxes required to be withheld
on such terms and conditions prescribed by the Committee.
SECTION 12. AMENDMENT AND TERMINATION
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(a) The Plan shall terminate on December 14, 2004 and no Stock Option
shall be granted hereunder after that date, provided that the Board may
terminate the Plan at any time prior thereto.
(b) The Board may amend the Plan at any time without notice, provided
however, that the Board may not, without prior approval by the
shareholders, increase the maximum number of shares for which options may
be granted (except as contemplated by the provisions of Section 9).
(c) No termination or amendment of the Plan may, without the consent of a
Grantee to whom a Stock Option shall theretofore have been granted,
adversely affect the rights of such Grantee under such Stock Option.