SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 1998
Commission File Number 1-6926
C. R. BARD, INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-1454160
(State of incorporation) (I.R.S. Employer Identification No.)
730 Central Avenue, Murray Hill, New Jersey 07974
(Address of principal executive offices)
Registrant's telephone number,
including area code: (908) 277-8000
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at April 30, 1998
Common Stock - $.25 par value 56,789,517
<PAGE>
C. R. BARD, INC. AND SUBSIDIARIES
INDEX
Page No.
PART I - FINANCIAL INFORMATION
Condensed Consolidated Balance Sheets -
March 31, 1998 and December 31, 1997 1
Condensed Consolidated Statements of Income
and Retained Earnings For The Three Months
Ended March 31, 1998 and 1997 2
Condensed Consolidated Statements of Cash
Flows For The Three Months Ended
March 31, 1998 and 1997 3
Notes to Condensed Consolidated Financial
Statements 4
Management's Discussion and Analysis of
Financial Condition and Results of
Operations 6
PART II - OTHER INFORMATION 9
<PAGE>
<TABLE>
C. R. BARD, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(thousands of dollars)
<CAPTION>
March 31, December 31,
1998 1997
<S> <C> <C>
ASSETS (Unaudited)
Current Assets:
Cash and short-term investments $ 57,100 $ 60,700
Accounts receivable, net 238,800 240,600
Inventories 255,600 241,700
Other current assets 24,400 20,500
Total current assets 575,900 563,500
Property, plant and equipment, net 206,700 206,400
Intangible assets, net of amortization 422,600 424,400
Other assets 77,800 85,000
$1,283,000 $1,279,300
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS' INVESTMENT
<S> <C> <C>
Current Liabilities:
Short-term borrowings and current
maturities of long-term debt $ 99,100 $ 103,000
Accounts payable 59,200 60,400
Accrued expenses 128,600 128,800
Federal and foreign income taxes 29,100 18,400
Total current liabilities 316,000 310,600
Long-term debt 340,300 340,700
Other long-term liabilities 49,700 54,900
Shareholders' Investment
Preferred stock, $1 par value,
authorized 5,000,000 shares;
none issued --- ---
Common stock, $.25 par value,
authorized 300,000,000 shares;
issued and outstanding 56,739,989
shares and 56,784,551 shares 14,100 14,100
Capital in excess of par value 103,100 101,100
Retained earnings 521,300 506,700
Accumulated other comprehensive
income (51,900) (38,500)
Unamortized expenses under stock
plans (9,600) (10,300)
577,000 573,100
$1,283,000 $1,279,300
<FN>
</TABLE>
The accompanying notes to consolidated financial statements are an
integral part of these balance sheets.
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<PAGE>
<TABLE>
C. R. BARD, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(thousands except per share amounts)
(Unaudited)
<CAPTION>
For The Three Months Ended
March 31,
1998 1997
<S> <C> <C>
Net sales $296,300 $300,700
Costs and expenses:
Cost of goods sold 140,900 143,200
Marketing, selling and administrative 95,300 94,100
Research and development expense 19,200 21,100
Interest expense 8,200 8,200
Other(income)expense, net (3,600) (3,800)
Total costs and expenses 260,000 262,800
Income before taxes 36,300 37,900
Provision for income taxes 11,400 11,800
Net income 24,900 26,100
Retained earnings, beginning of period 506,700 506,700
Treasury stock retired 0 (700)
Cash dividends (10,300) (9,700)
Retained earnings, end of period $521,300 $522,400
Basic earnings per share $ .44 $ .46
Diluted earnings per share $ .44 $ .45
Cash dividends per share $ .18 $ .17
Average common shares
outstanding - basic 56,819 57,029
Average common shares
outstanding - diluted 57,119 57,476
<FN>
</TABLE>
The accompanying notes to consolidated financial statements are an
integral part of these statements
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<PAGE>
<TABLE>
C. R. BARD, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(thousands of dollars)
(Unaudited)
<CAPTION>
For The Three Months Ended
March 31,
1998 1997
<S> <C> <C>
Cash flows from operating activities:
Net income $ 24,900 $ 26,100
Noncash items and other 29,800 (10,100)
54,700 16,000
Cash flows from investing activities:
Capital expenditures (9,900) (8,800)
Other long-term investments, net (11,900) (17,800)
(21,800) (26,600)
Cash flows from financing activities:
Purchase of common stock 0 (700)
Dividends paid (10,300) (9,700)
Other financing activities (1,900) (7,800)
(12,200) (18,200)
Cash and cash equivalents:
Increase (decrease) during the period 20,700 (28,800)
Balance at January 1, 36,400 63,600
Balance at March 31, $ 57,100 $ 34,800
<FN>
</TABLE>
The accompanying notes to consolidated financial statements are an
integral part of these statements.
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<PAGE>
C. R. BARD, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The financial statements contained in this filing have been
prepared in accordance with the rules and regulations of the
Securities and Exchange Commission and have not been audited.
However, C. R. Bard, Inc. ("Bard" or the "company") believes that
it has included all adjustments, consisting only of normal
recurring adjustments, which are necessary to present fairly the
financial condition and results of operations at and for these
periods. The results of operations for the interim periods are not
necessarily indicative of results of operations for a full year.
These financial statements should be read in conjunction with the
Consolidated Financial Statements and Notes to Consolidated
Financial Statements as filed by the company in the 1997 Annual
Report on Form 10-K.
Accounting Policies
The company enters into foreign exchange options to help reduce the
exposure to fluctuations between certain currencies. These off-balance
sheet options are accounted for on a mark-to-market basis.
The gains and losses associated with these options are recorded on
the income statement as "other income and expense" and on the
balance sheet as "other current assets" or "accrued expenses".
Cash flows associated with the settlement of these options are
reflected as operating activities.
The company has adopted Statement of Financial Accounting Standard
No. 128 "Earnings Per Share" ("FAS 128"). FAS 128 requires the
presentation of basic earnings per share and diluted earnings per
share. "Basic earnings per share" represents net income divided by
the weighted average shares outstanding and is consistent with the
company's historical presentation. "Diluted earnings per share"
represents net income divided by weighted average shares
outstanding adjusted for the incremental dilution of outstanding
employee stock options and awards.
Comprehensive Income
Effective for fiscal years beginning after December 15, 1997 the
company is required to adopt Statement of Financial Accounting
Standard No. 130 "Reporting Comprehensive Income" ("FAS 130"). For
the company, comprehensive income comprises net income adjusted for
the change in foreign currency translation adjustments.
- 4 -
<PAGE>
C. R. BARD, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Historically, these currency translation adjustments were included
in "other" as a separate component of equity in the company's
consolidated balance sheet. The following table reconciles net
income to comprehensive income for the first quarter of 1998 and
1997 and reconciles accumulated other comprehensive income from
December 31, 1997 to March 31, 1998.
Accumulated
Comprehensive Other Comprehensive
Income Income
Net income for the quarter
ended 3/31/97 26,100
Translation adjustments
1/1/97 - 3/31/97 (23,900)
Comprehensive income for the
quarter ended 3/31/97 2,200
Accumulated other compre-
hensive income as of
12/31/97 (38,500)
Net income for the quarter
ended 3/31/98 24,900
Translation adjustments
1/1/98 - 3/31/98 (13,400) (13,400)
Comprehensive income for the
quarter ended 3/31/98 11,500
Accumulated other compre-
hensive income as of
3/31/98 (51,900)
Short Term Borrowings and Long-Term Debt
Effective January 1, 1997, the company amended its commercial paper
program and committed line of credit from $350,000,000 to
$300,000,000. Borrowings of $120,000,000 have been classified as
long-term debt since the company has both the intention and
ability to refinance these amounts on a long-term basis.
- 5 -
<PAGE>
C. R. BARD, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
In June 1996 the company filed a shelf registration with the
Securities and Exchange Commission for the future issuance of up to
$200,000,000 of long-term debt. As part of the registration, in
December 1996, the company issued $150,000,000 of long-term notes
due 2026. These notes may be redeemed at the option of the
note holder on December 1, 2006, at a redemption price equal to the
principal amount.
Income Taxes
During the third quarter of 1997, the company filed a protest at
the IRS appeals level related to tax years 1990-1992. Management
believes that the outcome of these matters will not have a material
impact on the company's consolidated financial position or results
of operations.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Consolidated net sales for the first quarter of 1998 of
$296,300,000 decreased 1 percent from the first quarter 1997 sales
of $300,700,000. Sales in the U.S. for the first quarter of 1998
were $191,900,000, a decrease of 3 percent from 1997, while
international sales were up 2 percent against last year. The
impact of a strengthening dollar in the first quarter decreased
sales outside the U.S. by 7 percent. Pricing pressures have
decreased worldwide sales by 3 percent. International sales were
favorably impacted by $4,700,000 of foreign sales being reported on
a current month basis (compared to 1997 and prior periods being
reported on a one month lag.)
PRODUCT GROUP SUMMARY OF NET SALES
(in thousands) For the Three Months Ended March 31,
Percent
1998 1997 Change
Vascular $112,700 $111,600 1
Urology 77,800 78,000 0
Oncology 58,500 55,300 6
Surgery 33,700 30,600 10
Total emphasis products 282,700 275,500 3
Other 13,600 25,200 (46)
Net Sales $296,300 $300,700 (1)
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<PAGE>
C. R. BARD, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Vascular sales increased due to stent and graft growth offset by
declines in other vascular products. Urological sales were flat
compared with prior year. Increases in specialty access products
and mesh were primarily responsible for the 6 and 10 percent growth
in the oncology and surgery categories, respectively.
The gross profit margin of 52.4 percent was approximately flat
compared with the prior year's gross profit margin. The 1998 first
quarter gross profit margin reflected the favorable impact of
certain foreign sales being reported on a current month basis.
This favorable impact combined with certain favorable manufacturing
efficiencies offset the negative impact of price decreases and
certain incremental period costs incurred as a result of the
company's manufacturing restructuring strategy.
In 1998 other income and expense included interest income and
foreign exchange gains. In addition to interest income, 1997's
other income and expense included the gain from a product line sale
and foreign exchange losses.
The translation of receivables and payables denominated in a
currency other than the functional currency of subsidiaries had a
favorable impact on net income for the first quarter of 1998 which,
when combined with the favorable net income impact of certain
foreign sales being reported on a current month basis (compared
with 1997 and prior periods being reported on a one-month lag), the
negative impact of ongoing period costs associated with the
manufacturing restructuring plan announced in the third quarter of
1997 and the negative impact of costs incurred during the quarter
to address the Year 2000 issue resulted in a favorable impact of 4
cents per share (basic and diluted). Net income for the first
quarter of 1997 included a gain from a product line sale, income
from product lines sold, and foreign exchange losses, which had a
favorable impact of 4 cents per share (basic and diluted). The
company's results for the quarter ended March 31, 1998 were net
income of $24,900,000 or 44 cents diluted earnings per share as
compared with $26,100,000 or 45 cents diluted earnings per share
for the same quarter in 1997.
The company acquired no treasury shares during the first quarter of
1998. During the first quarter of 1997, the company acquired
25,000 of its common shares which were retired.
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<PAGE>
C. R. BARD, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Restructuring Charges
As a result of continuing extensive reviews of operations, during
the third quarter of 1997, management and the Board of Directors
authorized and committed the company to a restructuring of its
global manufacturing operations. Five manufacturing facilities
will be closed, four additional facilities will be downsized and
several European distribution centers will be consolidated. The
products manufactured at these locations will be redeployed to
other facilities including a new plant. The restructuring plan
resulted in a charge of $44,100,000 exclusive of certain period
costs which are required to be expensed as incurred. To date,
approximately $18,500,000 has been incurred against the $44,100,000
charge.
Year 2000 Expenditures
The company utilizes software and related technologies that will be
affected by the date change in the year 2000. The company's first
quarter 1998 marketing, selling and administrative expense included
$1,200,000 for Year 2000 expenditures incurred during the first
quarter. Management believes that the company will incur
additional expenses of $4,100,000 during 1998 and approximately
$1,500,000 in 1999.
Subsequent Event
On April 6, 1998, the company received a one-time payment of
$100,000,000 from Guidant Corporation in connection with the
settlement of several infringement claims and the grant of patent
licenses. A portion of this settlement will be reserved to pay
"pass-through" royalties to a third party.
Cautionary Statement Regarding Forward-Looking Information
Certain statements contained herein or in other company documents
and certain statements that may be made by management of the
company orally, including statements regarding cost savings from
manufacturing restructuring, may contain forward-looking statements
as defined in the Private Securities Litigation Reform Act of 1995.
Because actual results are affected by risks and uncertainties, the
company cautions investors that actual results may differ
materially from those expressed or implied. Factors which could
cause the actual results to differ materially from expected and
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<PAGE>
C. R. BARD, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Cautionary Statement Regarding Forward-Looking Information
(continued)
historical results include, but are not limited to: health care
industry consolidation resulting in customer demands for price
concessions, competitor's attempts to gain market share through
aggressive marketing programs; fewer medical procedures performed
in a cost-conscious environment; the lengthy approval time by the
FDA or other government authorities to clear medical devices for
commercial release; unanticipated product failures; legislative or
administrative reforms to the U.S. Medicare and Medicaid systems or
other non-U.S. reimbursement systems in a manner that would
significantly reduce reimbursements for procedures using the
company's medical devices; the acquisition of key patents by
competitors that would have the effect of excluding the company
from new market segments; the uncertainty of whether increased
research and development expenditures will result in increased
sales; unpredictability of existing and future litigation including
litigation regarding product liability; uncertainty related to tax
appeals and litigation; price increases from the company's
suppliers of critical components; foreign currency fluctuations;
unanticipated business disruptions from Year 2000 issues; the risk
that the company may not achieve manufacturing or administrative
efficiencies as a result of the company's recent restructuring or
in the integration of recently acquired businesses.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The registrant held its Annual Meeting of Shareholders on
April 15, 1998.
(b) Proxies for the meeting were solicited pursuant to
Regulation 14; there was no solicitation in opposition to
management's nominees for directors as listed in the Proxy
Statement and all such nominees were elected. The results
of voting for the three Class II directors elected for a
term of three years to serve until the 2001 Annual Meeting
were as follow: Joseph F. Abely, Jr., For - 46,963,192
Authority Withheld - 953,639; Robert P. Luciano, For -
46,994,405 Authority Withheld - 922,426 and Tony L. White,
For - 46,994,951 Authority Withheld - 921,880.
- 9 -
<PAGE>
C. R. BARD, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION (continued)
Item 4. Submission of Matters to a Vote of Security Holders.
(continued)
(c) Briefly described below is each other matter voted upon at
the Annual Meeting and the number of affirmative votes,
negative votes and abstentions and broker nonvotes with
respect to each matter.
(I) Ratification of the 1998 Employee Stock Purchase
Plan of C. R. Bard, Inc.
For 45,571,849
Against 2,203,647
Abstain and Broker Nonvotes 141,335
(II) Ratification of an amendment to the company's 1993
Long Term Incentive Plan to increase the number of
shares of Common Stock available for grant
thereunder.
For 38,041,300
Against 9,672,278
Abstain and Broker Nonvotes 203,253
(III) Ratification of amendments to the company's 1988
Directors Stock Award Plan, as previously amended,
to increase the number of shares of common stock
available for grant thereunder and to provide for
the ability to grant thereunder non-formula based
awards to non-employee directors.
For 43,401,345
Against 3,747,562
Abstain and Broker Nonvotes 767,924
(IV) Ratification of the appointment of Arthur Andersen
LLP as independent public accountants for the year
1998.
For 47,721,254
Against 95,063
Abstain and Broker Nonvotes 100,514
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<PAGE>
C. R. BARD, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION (continued)
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 10ac - 1998 Employee Stock Purchase Plan
(b) Exhibit 10ad - 1993 Long Term Incentive Plan (as Amended
and Restated)
(c) Exhibit 10ae - 1988 Directors Stock Award Plan (as Amended
and Restated)
(d) Exhibit 12.1 - Computation of Ratio of Earnings to Fixed
Charges
(e) Exhibit 27 - Financial Data Schedule
(f) Exhibit 99 - News Release - Bard to Receive $100 Million
For Patent Settlement.
(g) There were no reports on Form 8-K filed by the company
during the quarter ended March 31, 1998
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
C. R. BARD, INC.
(Registrant)
William C. Bopp /s/
William C. Bopp
Executive Vice President and
Chief Financial Officer
Charles P. Grom /s/
Charles P. Grom
Vice President and Controller
and Chief Accounting Officer
DATE: May 15, 1998
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EXHIBIT 10ac
1998 EMPLOYEE STOCK PURCHASE PLAN
OF
C. R. BARD, INC.
The 1998 Employee Stock Purchase Plan of C. R. Bard, Inc.
provides Eligible Employees of C. R. Bard, Inc., a New Jersey
corporation (the "Company"), and its Subsidiaries an opportunity to
purchase shares of Common Stock of the Company on the terms and
conditions set forth below.
1. Definitions
(a) Business Day--any day the New York Stock Exchange is
open for business.
(b) Code--the Internal Revenue Code of 1986, as amended.
(c) Common Stock--the Company's Common Stock, par value
$.25 per share.
(d) Compensation--with respect to a Participant, the
portion of the Participant's "basic pay," as defined in the
Retirement Plan, paid to the Participant during the applicable
payroll period.
(e) Eligible Employee--an employee who is eligible to
participate in the Plan pursuant to Section 3.
(f) Fair Market Value--the mean between the high and low
sales price of the Common Stock on the subject day as reported
on the New York Stock Exchange--Composite Transactions Tape
or, if no sale of the Common Stock shall have occurred on the
New York Stock Exchange on that day, on the next preceding day
on which there is a sale. 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 Plan
Administrator.
(g) Grant Date--each January 1 and July 1.
(h) Option--an option to purchase shares of Common Stock
under the Plan, pursuant to the terms and conditions hereof.
(i) Participant--an Eligible Employee who is
participating in the Plan pursuant to Section 4.
(j) Purchase Date--except as provided in Section 15,
each June 30 and December 31 (or the following Business Day if
such date is not a Business Day).
(k) Purchase Price--unless the Plan Administrator
determines before a Grant Date that a higher or lower price
that complies with Code Section 423 shall apply, the Purchase
Price of the shares of Common Stock which are to be sold under
the Plan on the Purchase Date next following such Grant Date
shall be the lesser of 85% of the Fair Market Value of Common
Stock on such Grant Date and 85% of the Fair Market Value of
a share of Common Stock on such Purchase Date.
(l) Plan--1998 Employee Stock Purchase Plan of C. R.
Bard, Inc., as amended from time to time.
(m) Plan Account--an account maintained by the Company
or its designated recordkeeper for each Participant to which
the Participant's payroll deductions are credited, against
which funds used to purchase shares of Common Stock are
charged and to which shares of Common Stock purchased are
credited.
(n) Plan Administrator--the Retirement Committee under
the Retirement Plan, or such other person or persons,
including a committee, as may be appointed by the Board of
Directors of the Company to administer the Plan. The Board of
Directors of the Company may at any time remove or replace the
Plan Administrator.
(o) Retirement Plan--the Employees' Retirement Plan of
C. R. Bard, Inc., as amended.
(p) Subsidiary--any corporation, other than the Company,
in an unbroken chain of corporations beginning with the
Company if, at the time of the granting of the Option, each of
the corporations other than the last corporation in the
unbroken chain owns stock possessing 50% or more of the total
combined voting power of all classes of stock in one of the
other corporations in such chain.
2. Stock Subject to the Plan. Subject to Section 12, the
aggregate number of shares of Common Stock which may be sold under
the Plan is 500,000. The Company shall make open-market purchases
to provide shares of Common Stock for purchase under the Plan. If
sufficient shares are not available through open market purchases,
the Company shall sell Treasury shares or issue authorized but
unissued shares of Common Stock.
3. Eligible Employees. An "Eligible Employee" means each
employee of the Company or any domestic Subsidiary, and each
employee of a foreign Subsidiary to which the Plan is extended by
the Plan Administrator, except:
(a) an employee whose customary employment is fewer than
20 hours or less per week; or
(b) an employee whose customary employment is for fewer
than five months in any calendar year.
4. Participation in the Plan.
(a) An Eligible Employee may participate in the Plan by
completing and filing with the Company or its designated
recordkeeper an election form which authorizes payroll deductions
from the employee's Compensation. Such deductions shall commence on
the first Grant Date thereafter as elected by the Employee, and
shall continue until the Employee terminates participation in the
Plan or the Plan is terminated. An Eligible Employee may
participate in the Plan only through payroll deductions. Other
contributions will not be accepted.
(b) Notwithstanding the foregoing, an Eligible Employee shall
not be granted an Option on any Grant Date if such employee,
immediately after the Option is granted, owns stock possessing 5%
or more of the total combined voting power or value of all classes
of stock of the Company or any Subsidiary. For purposes of this
paragraph, the rules of Code Section 424(d) shall apply in
determining the stock ownership of an individual, and stock which
an employee may purchase under outstanding options shall be treated
as stock owned by the employee.
5. Payroll Deductions. Payroll deductions shall be made from
the Compensation paid to each Participant for each payroll period
in such whole percentage from 1% to 10% as the Participant shall
authorize in such Participant's election form. No Eligible Employee
may be granted an Option which permits such Eligible Employee to
purchase Common Stock under the Plan, and any other stock purchase
plan of the Company or any Subsidiary that is qualified under
Section 423 of the Code, to accrue at a rate which exceeds $25,000
of Fair Market Value of such stock (determined at the time such
Option is granted) for each calendar year in which the Option is
outstanding at any time.
6. Changes in Payroll Deductions. Subject to the minimum and
maximum deductions set forth above, a Participant may change the
amount of such Participant's payroll deductions as of the next
Grant Date by filing a new election form with the Company or its
designated recordkeeper no later than ten Business Days in advance
of the next Grant Date. The change shall be effective until revoked
in writing.
7. Termination of Participation in Plan. A Participant may,
at any time and for any reason, voluntarily terminate participation
in the Plan by written notification of withdrawal delivered to the
appropriate payroll office. Such Participant's payroll deductions
under the Plan shall cease as soon as practicable following
delivery of such notice. A Participant's participation in the Plan
shall be terminated upon termination of such Participant's
employment with the Company and its Subsidiaries for any reason. If
the former Participant remains employed by the Company or any of
its Subsidiaries after termination of participation in the Plan,
any payroll deductions credited to such Participant's Plan Account
shall be used to purchase shares of Common Stock on the next
Purchase Date. If the former Participant is no longer employed by
the Company or any of its Subsidiaries after termination of
participation in the Plan, any payroll deductions credited to such
Participant's Plan Account shall be paid to such Participant in
cash as soon as practicable following termination of employment. An
Eligible Employee whose participation in the Plan is terminated may
rejoin the Plan by filing a new election form in accordance with
Section 6.
8. Purchase of Shares.
(a) On each Grant Date, each Participant shall be deemed to
have been granted an Option.
(b) On each Purchase Date, each Participant shall be deemed,
without any further action, to have purchased that number of whole
shares of Common Stock determined by dividing the Purchase Price
into the balance in the Participant's Plan Account on the Purchase
Date. Any amount remaining in the Participant's Plan Account shall
be carried forward to the next Purchase Date unless the Plan
Account is closed.
(c) As soon as practicable after each Purchase Date, a
statement shall be delivered to each Participant which shall
include (i) the number of shares of Common Stock purchased on the
Purchase Date on behalf of such Participant under the Plan,
(ii) the purchase price per share, (iii) the total amount of cash
transferred to the Participant's Plan Account pursuant to Section 5
and (iv) the amount of cash in the Participant's Plan Account that
will be carried forward.
(d) A stock certificate for whole shares of Common Stock in
a Participant's Plan Account shall be issued upon request of the
Participant at any time after such shares have been held in such
Participant's Plan Account for a period of six months.
Notwithstanding the preceding sentence, if the Participant's
employment with the Company and its Subsidiaries terminates, a
stock certificate for whole shares of Common Stock in such
Participant's Plan Account shall be issued as soon as
administratively feasible thereafter. Stock certificates under the
Plan shall be issued, at the election of the Participant, in such
Participant's name or in such Participant's name and the name of
another person as joint tenants with right of survivorship or as
tenants in common. A cash payment shall be made for any fraction of
a share in such account, if necessary to close a Participant's Plan
Account.
9. Rights as a Shareholder. As of the Purchase Date, a
Participant shall be treated as record owner of such Participant's
shares purchased pursuant to the Plan.
10. Rights Not Transferable. Rights under the Plan are not
transferrable by a Participant other than by will or the laws of
descent and distribution, and are exercisable during the
Participant's lifetime only by the Participant or by the
Participant's guardian or legal representative. No rights or
payroll deductions of a Participant shall be subject to execution,
attachment, levy, garnishment or similar process.
11. Sale of Purchased Stock. An Eligible Employee must
advise C. R. Bard, Inc. promptly if the Eligible Employee disposes
of any shares of Common Stock purchased by the Eligible Employee
under the Plan if such disposition shall have occurred within two
years after the Grant Date immediately preceding the Eligible
Employee's purchase of such shares.
12. Application of Funds. All funds of Participants received
or held by the Company under the Plan before purchase of the shares
of Common Stock shall be held by the Company without liability for
interest or other increment.
13. Adjustments in Case of Changes Affecting Shares. In the
event of a subdivision or consolidation of outstanding shares of
Common Stock, or the payment of a stock dividend, the number of
shares approved for the Plan shall be increased or decreased
proportionately, and such other adjustment shall be made as may be
deemed equitable by the Plan Administrator. In the event of any
other change affecting the Common Stock, such adjustment shall be
made as shall be deemed equitable by the Plan Administrator to give
proper effect to such event.
14. Administration of the Plan. The Plan shall be
administered by the Plan Administrator. The Plan Administrator
shall have authority to make rules and regulations for the
administration of the Plan and its interpretations, and decisions
with regard to the Plan and such rules and regulations shall be
final and conclusive. It is intended that the Plan shall at all
times meet the requirements of Code Section 423, if applicable, and
the Plan Administrator shall, to the extent possible, interpret the
provision of the Plan so as to carry out such intent.
15. Amendments to the Plan. The Plan Administrator may, at
any time, or from time to time, amend or modify the Plan; provided,
however, that no amendment shall be made increasing or decreasing
the number of shares authorized for the Plan (other than as
provided in Section 12 or 15), and that, except to conform the Plan
to the requirements of the Code, no amendment shall be made which
would cause the Plan to fail to meet the applicable requirements of
Code Section 423.
16. Termination of Plan. The Plan shall terminate upon the
earlier of (a) the termination of the Plan by the Board of
Directors of the Company as specified below or (b) the date no more
shares remain to be purchased under the Plan. The Board of
Directors of the Company may terminate the Plan as of any date, and
the date of termination shall be deemed a Purchase Date. If on such
Purchase Date Participants in the aggregate have Options to
purchase more shares of Common Stock than are available for
purchase under the Plan, each Participant shall be eligible to
purchase a reduced number of shares of Common Stock on a pro rata
basis, and any excess payroll deductions shall be returned to
Participants, all as provided by rules and regulations adopted by
the Plan Administrator.
17. Costs. All costs and expenses incurred in administering
the Plan shall be paid by the Company. Any costs or expenses of
selling shares of Common Stock acquired pursuant to the Plan shall
be borne by the holder thereof.
18. Governmental Regulations. The Company's obligation to
sell and deliver Common Stock pursuant to the Plan is subject to
the approval of any governmental authority required in connection
with the authorization, issuance or sale of such stock.
19. Applicable Law. The Plan shall be interpreted under the
laws of the United States of America and, to the extent not
inconsistent therewith, by the laws of the State of New Jersey. The
Plan is not to be subject to the Employee Retirement Income
Security Act of 1974, as amended, but is intended to comply with
Code Section 423, if applicable. Any provisions required to be set
forth in the Plan by such Code section are hereby included as fully
as if set forth in the Plan in full.
20. Effect on Employment. The provisions of the Plan shall
not affect the right of the Company or any Subsidiary or any
Participant to terminate the Participant's employment with the
Company or any Subsidiary.
21. Withholding. The Company reserves the right to withhold
from stock or cash distributed to a Participant any amounts which
it is required by law to withhold.
22. Sale of Company. In the event of a proposed sale of all
or substantially all of the assets of the Company or a merger of
the Company with or into another corporation, the Company shall
require that each outstanding Option be assumed or an equivalent
right to purchase stock of the successor or purchaser corporation
be substituted by the successor or purchaser corporation, unless
the Plan is terminated.
23. Effective Date. The Plan shall become effective July 1,
1998, provided that the stockholders of the Company approve it
within 12 months after the date the Plan was adopted by the Board
of Directors of the Company.
4/15/98
EXHIBIT 10ad
1993 LONG TERM INCENTIVE PLAN
OF
C. R. BARD, INC.
(AS AMENDED AND RESTATED)
SECTION 1--PURPOSE AND TERM OF PLAN
The Long Term Incentive Plan of C. R. Bard, Inc. is designed
to attract and retain the services of selected key employees of the
Corporation and its Subsidiaries who are in a position to make a
material contribution to the successful operation of the business
of the Corporation and its Subsidiaries. Awards under the Plan
shall be made to selected key employees in the form of Options,
Restricted Stock, Stock Appreciation Rights and other stock-based
awards. The Plan, as amended and restated, shall be effective on
April 15, 1998. No awards may be made under the Plan after
April 20, 2003.
SECTION 2--DEFINITIONS
For purposes of the Plan, the following terms shall have the
indicated meanings:
(a) "Board" means the Board of Directors of the
Corporation.
(b) "Change of Control Event" means a change of control
of the nature that would be required to be reported in
response to item 1(a) of the Current Report on Form 8-K as in
effect on April 21, 1993 pursuant to Section 13 or 15(d) of
the Exchange Act, provided that, without limitation, a "Change
of Control Event" shall be deemed to have occurred if (i) any
person shall become the beneficial owner, as those terms are
defined herein, 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 (ii) individuals who, as of April 21, 1993,
constitute 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, 1993 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 Exchange Act) shall be, for purposes of the Plan,
considered as though such person were a member of the
Incumbent Board. No sale to underwriters or private placement
of its capital stock by the Corporation nor any acquisition by
the Corporation, through merger, purchase of assets or
otherwise, effected in whole or in part by issuance or
reissuance of shares of its capital stock, shall constitute a
Change of Control Event. For purposes of the definition of
"Change of Control Event," the following definitions shall be
applicable:
(i) The term "person" shall mean any individual,
group, corporation or other entity.
(ii) Any person shall be deemed to be the
beneficial owner of any shares of capital stock of the
Corporation:
(A) which that person owns directly, whether
or not of record, or
(B) 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
(C) which are beneficially owned, directly or
indirectly (including shares deemed owned through
application of clause (B) above), by an "affiliate"
or "associate" (as defined in the rules of the
Securities and Exchange Commission under the
Securities Act of 1933) of that person, or
(D) which are beneficially owned, directly or
indirectly (including shares deemed owned through
application of clause (B) 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.
(iii) The outstanding shares of capital stock of
the Corporation shall include shares deemed owned through
application of clauses (ii)(B), (C) and (D), 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.
(iv) Shares of capital stock, if any, held by The
Chase Manhattan Bank N.A. under the Indenture and the
Escrow Agreement dated as of November 1, 1971 between
International Paper Company and said bank shall not be
deemed owned by International Paper Company or by said
bank for purposes of this Plan, so long as they are held
by said bank under said Escrow Agreement, but said shares
shall be deemed outstanding for the purpose of
determining the aggregate number of outstanding shares of
capital stock of the Corporation.
(c) "Change of Control Exercise Period" means the 60-day
period commencing upon the date of the first public disclosure
of a Change of Control Event.
(d) "Code" means the Internal Revenue Code of 1986, as
amended.
(e) "Committee" means the Compensation Committee of the
Board or such other committee as may be designated by the
Board.
(f) "Common Stock" means the Common Stock of the
Corporation, par value $0.25 per share.
(g) "Corporation" means C. R. Bard, Inc., a New Jersey
corporation.
(h) "Director" means a member of the Board.
(i) "Disinterested Persons" means Directors who are not
full time employees of the Corporation and who are eligible to
serve as Plan administrators or to approve Plan awards under
the provisions of Rule 16b-3 promulgated under the Exchange
Act. The preceding sentence shall have no effect if any
specification of such persons is eliminated from the rules
promulgated under Section 16 of the Exchange Act.
(j) "Exchange Act" means the Securities Exchange Act of
1934, as amended.
(k) "Fair Market Value" of the Common Stock on a
specified day means (1) the mean between the high and low
sales price on that day as reported on the New York Stock
Exchange--Composite Transactions Tape or, if no sale of the
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 (2) in the case of a simultaneous exercise and
sale, the actual price an 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.
(l) "Limited Stock Appreciation Rights" shall have the
meaning set forth in Section 4.8.
(m) "Option" means an Option to purchase Common Stock
awarded to a Participant as provided in Section 4.
(n) "Option Period" means the period from the date of
the grant of an Option to the date of its expiration as
provided in Section 4.3.
(o) "Optionee" means a Participant who has been granted
an Option under the Plan.
(p) "Participant" means a key employee, including
officers and Directors who are employees, of the Corporation
or any of its Subsidiaries who has been selected by the
Committee to receive an award under the Plan.
(q) "Performance-Based Awards" shall have the meaning
set forth in Section 5.11.
(r) "Plan" means the 1993 Long Term Incentive Plan of
C. R. Bard, Inc.
(s) "Restricted Period" means the vesting period, if
any, of up to 10 years specified by the Committee pursuant to
Section 5.2.
(t) "Restricted Stock" means Common Stock awarded to a
Participant subject to restrictions as provided in Section 5
as long as those restrictions are in effect.
(u) "Retirement" means normal or early retirement under
the terms of a pension plan of the Corporation or voluntary
termination of employment, provided that in each case the
Corporation must have given its prior consent to treat the
person's termination of employment as a retirement.
(v) "Stock Appreciation Right" means a right awarded to
a Participant as provided in Section 4 to receive in the form
of Common Stock or, with the consent of the Committee, cash,
an amount equal to the excess of the Fair Market Value of a
share of Common Stock on the day the right is exercised over
the price at which the Participant could exercise an Option to
purchase that share.
(w) "Stock Award" means an award of Common Stock
delivered in installments as specified by the Committee
pursuant to Section 5.8.
(x) "Subsidiary" means any corporation or other legal
entity, domestic or foreign, more than 50% of the voting power
of which is owned or controlled, directly or indirectly, by
the Corporation.
(y) "Unrestricted Stock" means Common Stock awarded to
a Participant which Common Stock is not subject to a vesting
period or installment delivery specified by the Committee.
SECTION 3--GENERAL PROVISIONS
3.1 The Committee in its sole discretion shall select those
key employees to whom awards are made under the Plan and shall
specify the type of awards made, the number of Options, shares of
Restricted Stock, Stock Awards, Unrestricted Stock and Stock
Appreciation Rights which in each case are awarded, the Restricted
Period, number of installments or Option Period applicable to the
awards and any other conditions relating to the awards that are
consistent with the Plan and that the Committee deems appropriate.
Participants shall be selected from among the key employees of the
Corporation and its Subsidiaries who are in a position to have a
material impact on the future results of operations of the
Corporation and its Subsidiaries. Participants may be selected and
awards may be made at any time during the period that awards may be
granted under the Plan. Participants do not have to be selected and
awards do not have to be made at the same time by the Committee.
Any award made to a Participant shall not obligate the Committee to
make any subsequent awards to that Participant.
3.2 Shares of Common Stock acquired under the Plan may be
authorized and unissued shares of Common Stock or authorized and
issued shares of Common Stock held in the Corporation's treasury.
Subject to Section 8.7, the total number of shares of Common Stock
which may be acquired under the Plan shall not exceed 5,500,000.
The number of shares of Common Stock available at any time for
awards under the Plan shall be determined in a manner which
reflects the number of shares of Common Stock then subject to
outstanding awards and the number of shares of Common Stock
previously acquired under the Plan. For purposes of such
determinations, shares of Common Stock returned to the Corporation
as a result of the forfeiture of Restricted Stock, Stock Awards or
Options which expire or terminate, other than by reason of the
exercise of Stock Appreciation Rights, shall again be available for
awards under the Plan.
SECTION 4--OPTIONS AND STOCK APPRECIATION RIGHTS
4.1 Subject to the provisions of this Section 4, the
Committee may grant incentive Options and non-qualified Options
with or without Stock Appreciation Rights to selected key employees
of the Corporation and its Subsidiaries. Each Option shall be
evidenced by a Stock Option Agreement between the Corporation and
the Optionee which contains the terms and conditions specified by
this Section 4 and such other terms and conditions as the Committee
in its sole discretion shall specify.
4.2 The exercise price per share of Common Stock with respect
to each Option shall not be less than 100% of the Fair Market Value
of a share of Common Stock on the day the Option is granted.
4.3 Except as otherwise specifically set forth in the grant
thereof in accordance with this paragraph, each Option shall be for
a term of up to ten years as determined by the Committee, and no
Option shall be exercisable during the 12 months following the date
of the grant. After the 12 month period, 25% of the total number of
options granted are exercisable; after 24 months from the date of
grant, 50% are exercisable; after 36 months, 75% are exercisable;
and, after 48 months, 100% of the options granted are exercisable.
Notwithstanding anything to the contrary in this paragraph, the
Committee may, when granting Options to any person under the Plan,
grant Options that are exercisable immediately or Options that are
exercisable according to a schedule different from that set forth
in the preceding sentence. In addition, notwithstanding any of the
foregoing, upon the occurrence of a Change of Control Event, all
Options shall be immediately exercisable. Accrued installments of
Options may be exercised in whole or in part, and in no case may a
fraction of a share be purchased under the Plan.
4.4 At the time any Option is exercised in whole or in part,
the Optionee or other person exercising the Option shall pay to the
Corporation, by certified or bank cashier's check payable to the
order of the Corporation, and/or, to the extent permitted by law,
Common Stock or other form of consideration acceptable to the
Corporation, the full exercise price of the shares purchased, and
the purchased shares shall be delivered to the Optionee promptly.
No Optionee or his or her legal representatives, legatees or
distributees, as the case may be, shall be deemed to be a holder of
any shares upon the exercise of an Option until the date of
issuance of a stock certificate to the Optionee for those shares.
The proceeds from the sale of shares upon the exercise of Options
shall be added to the general funds of the Corporation and used for
general corporate purposes.
4.5 If an Optionee shall cease to be employed by the
Corporation or any of its Subsidiaries prior to the end of the
Option Period by reason of Retirement, each Option then held by the
Optionee shall, to the extent that it was exercisable at the time
of Retirement, remain exercisable for a period of (a) three months
from the date of Retirement, if an incentive Option or (b) three
years from the last day of the month of Retirement, if a
non-qualified Option, and thereafter, such Option shall terminate;
provided, however, if an Optionee shall die after Retirement, each
Option then held by the Optionee shall be exercisable to the
extent, and during the period, that it would, but for the
Optionee's death, have otherwise been exercisable after Retirement.
Notwithstanding anything to the contrary contained in this
paragraph, the Committee may, in its discretion, accelerate the
vesting date and allow retiring employees to exercise outstanding
Options which would not otherwise be exercisable under the Plan on
the date of such employee's Retirement. If an Optionee shall cease
to be employed by the Corporation or any of its Subsidiaries prior
to the end of the Option Period by reason of death, each Option
then held by the Optionee shall, without regard to the extent that
it was exercisable at the time of death, be fully exercisable for
a period of one year from the first day of the month in which the
Optionee died, and thereafter, such Option shall terminate. If the
employment of an Optionee with the Corporation shall terminate,
each Option then held by the Optionee shall, to the extent it was
exercisable on the date of termination, be exercisable until
60 days following the date of termination and thereafter, such
Option shall terminate. Notwithstanding anything to the contrary
contained in this paragraph, the Committee may, in its discretion,
accelerate the vesting date and allow terminated employees to
exercise outstanding Options which would not otherwise be
exercisable under the Plan on the date of such employee's
termination. Notwithstanding the foregoing, no Option shall be
exercisable later than the end of the Option Period relating
thereto.
4.6 The Committee may grant Stock Appreciation Rights to
Optionees in tandem with non-qualified Options so that exercise of
a Stock Appreciation Right will have the effect of terminating the
Option or portion thereof to which it relates, and exercise of an
Option or portion thereof to which a Stock Appreciation Rights
relates will have the effect of terminating the Stock Appreciation
Right. Stock Appreciation Rights shall be exercisable in the same
installments and be subject to the same terms and conditions as the
Options to which they relate and to such other terms and conditions
as the Committee in its sole discretion shall specify.
4.7 The aggregate Fair Market Value, determined as of the
date an Option is granted, of the Common Stock for which any
Participant may be awarded incentive Options which are first
exercisable by the Participant during any calendar year under the
Plan or any other stock option plan maintained by the Corporation
or its Subsidiaries shall not exceed $100,000.
4.8 The Committee may, in its discretion, grant limited stock
appreciation rights ("Limited Stock Appreciation Rights") that,
notwithstanding any other provision of the Plan, may only be
exercised during a Change of Control Exercise Period, and such
Limited Stock Appreciation Rights shall be so exercisable during
the Change of Control Exercise Period whether or not such person is
then employed by the Corporation. Upon exercise of a Limited Stock
Appreciation Right, the holder thereof shall be entitled to receive
an amount in cash equal to the greater of (a) the Fair Market Value
of the shares of the Common Stock with respect to which the Limited
Stock Appreciation Right was exercised over the option price of
such shares under the Plan and (b) if the Change of Control Event
is the result of a transaction or a series of transactions, the
highest price per share of Common Stock paid in such transaction or
transactions during the Change of Control Exercise Period up to the
date of exercise over the exercise price per share of Common Stock
under the Plan. The Committee is authorized to amend the terms of
a Limited Stock Appreciation Right held by any employee subject to
Section 16 of the Exchange Act, as may be necessary so that the
holding and exercise of such Limited Stock Appreciation Right will
be exempt under such Section.
4.9 The maximum number of Options, Stock Appreciation Rights
and Limited Stock Appreciation Rights that may be granted to each
Participant during any calendar year shall not exceed 400,000.
SECTION 5--RESTRICTED STOCK, STOCK AWARDS AND UNRESTRICTED STOCK
5.1 An award of Restricted Stock, Stock Awards and
Unrestricted Stock to a Participant shall entitle the Participant
to receive the number of shares of Common Stock specified by the
Committee in accordance with the terms and conditions of this
Section 5.
5.2 During the Restricted Period specified by the Committee,
Restricted Stock awarded to a Participant may not be sold,
assigned, transferred, pledged or otherwise encumbered, except as
hereinafter provided. Except as provided in this Section 5.2 and/or
as otherwise provided by the Committee, a Participant, as the owner
of Restricted Stock, shall have all the rights of a holder of
Common Stock, including but not limited to the right, subject to
the provisions of Sections 8.7 and 8.8, to receive all dividends or
dividend equivalents paid on and the right to vote such Restricted
Stock. Notwithstanding anything to the contrary in the Plan, upon
the occurrence of a Change of Control Event the Restricted Period
applicable to Restricted Stock shall end and all restrictions on
Restricted Stock shall expire.
5.3 If a Participant holding Restricted Stock ceases to be an
employee of the Corporation or any of its Subsidiaries during the
Restricted Period for any reason other than death or Retirement,
the Committee may at the time of cessation of employment terminate
the Restricted Period with respect to any or all of such Restricted
Stock. If the Committee does not terminate the Restricted Period
with respect to such Restricted Stock at the time of cessation of
employment, such Restricted Stock shall be forfeited.
5.4 If a Participant holding Restricted Stock ceases to be an
employee of the Corporation or any of its Subsidiaries during the
Restricted Period by reason of death or Retirement, Restricted
Stock held by that Participant shall become free of all
restrictions thereon and, pursuant to Section 5.7, the Corporation
shall deliver that Restricted Stock to that Participant or that
Participant's beneficiary, as the case may be, within 60 days.
5.5 Each Participant awarded Restricted Stock, Stock Awards
or Unrestricted Stock shall enter into such agreement with the
Corporation as may be specified by the Committee in which the
Participant agrees to the terms and conditions of the award and
such other matters as the Committee in its sole discretion shall
specify.
5.6 Each certificate representing Restricted Stock awarded
under the Plan shall be registered in the name of the Participant
to whom the Restricted Stock was awarded, deposited by the
Participant with the Corporation together with a stock power
endorsed in blank and bear the following, or a substantially
similar, legend:
The transferability of this Certificate and the Common
Stock represented hereby is subject to the terms and
conditions, including forfeiture, contained in Section 5 of
the 1993 Long Term Incentive Plan of C. R. Bard, Inc., as
amended, and an Agreement entered into between the registered
owner and C. R. Bard, Inc. Copies of the Plan and Agreement
are on file in the executive office of C. R. Bard, Inc.,
730 Central Avenue, Murray Hill, New Jersey 07974.
5.7 When the restrictions imposed by Section 5.2 and any
related restrictions on Restricted Stock have expired or have
otherwise been satisfied, the Corporation shall deliver to the
Participant holding that Restricted Stock, or the Participant's
legal representative, beneficiary or heir, a certificate or
certificates, without the legend referred to in Section 5.6, for
the number of shares of Restricted Stock deposited with the
Corporation by the Participant pursuant to Section 5.6 with respect
to which all restrictions have expired or been satisfied. At that
time, the Agreement referred to in Section 5.5 shall terminate
forthwith as to those shares.
5.8 Stock Awards shall be made by the Committee in numbers of
shares, and, unless otherwise specified by the Committee and
subject to Section 5.9, a Stock Award shall be delivered to a
Participant in three approximately equal installments (in order to
avoid the issuance of fractional shares) on the date of the Stock
Award and on the following anniversaries of the date of the Stock
Award. Notwithstanding anything to the contrary in the Plan, upon
the occurrence of a Change of Control Event, any installment of a
Stock Award not yet delivered shall become immediately deliverable.
5.9 No installment of shares shall be delivered on any
anniversary of the date of the Stock Award to a Participant whose
employment has been terminated, or who has, or has been, served
notice of termination prior to the award or anniversary date of
such installment; provided, however, that where such termination
has occurred due to a Participant's death or retirement, the
Committee may, in its discretion, waive this condition precedent to
delivery of awarded but undelivered shares. Any shares not
delivered to a Participant pursuant to this Section 5.9 may be
subsequently awarded to another Participant. A Participant shall
have no voting rights with respect to, and shall not be entitled to
any dividends declared in respect of, any awarded but undelivered
shares.
5.10 The Committee may award Unrestricted Stock to a
Participant, which Common Stock shall not be subject to forfeiture
pursuant to this Section 5. Certificates representing Unrestricted
Stock shall be delivered to the Participant as soon as practicable
following the grant thereof.
5.11 Notwithstanding the foregoing, certain awards granted
under this Section 5 of the Plan may be granted in a manner which
is deductible by the Corporation under Section 162(m) of the Code.
Such awards (the "Performance-Based Awards") shall be based upon
earnings per share, net income, Group Financial Goals (as defined
in the C. R. Bard, Inc. 1994 Executive Bonus Plan), return on
shareholders' investment, return on assets, attainment of strategic
and operational initiatives, appreciation in the price of Common
Stock, customer income, market share, sales, net profits, economic
value-added models or comparisons with the Standard & Poor's
Medical Product Index and 500-Stock Index. With respect to
Performance-Based Awards, (i) the Committee shall establish in
writing the objective performance goals applicable to a given
period of service no later than 90 days after the commencement of
such period of service (but in no event after 25 percent of such
period of service has elapsed) and (ii) no awards shall be granted
to any participant for a given period of service until the
Committee certifies in writing that the objective performance goals
(and any other material terms) applicable to such period have been
satisfied. The maximum dollar amount of Performance-Based Awards
that may be granted to each Participant during any calendar year
shall not exceed $500,000.
5.12 The maximum number of shares of Common Stock that may be
granted as Restricted Stock, Stock Awards and Unrestricted Stock in
any calendar year shall not exceed 40 percent of the total number
of shares of Common Stock granted or subject to awards granted
under the Plan during such calendar year.
SECTION 6--ADMINISTRATION
6.1 The Plan shall be administered by the Committee, which
shall consist of Disinterested Persons (and, in the case of awards
granted to individuals subject to Section 162(m) of the Code, the
Committee shall also consist of Directors who are "outside
directors" within the meaning of Section 162(m) of the Code and the
regulations promulgated thereunder), and such Directors shall serve
at the pleasure of the Board.
6.2 Subject to the provisions of the Plan, the Committee
shall have exclusive power to select the key employees who shall be
Participants and to determine the amount of, or method of
determining, the awards to be made to Participants.
6.3 The Committee's interpretation of the Plan and of any
award granted under the Plan shall be final and binding on all
Participants.
6.4 The Committee shall have the authority to establish,
adopt or revise such rules and regulations relating to the Plan and
to make such determinations as it deems necessary or advisable for
the administration of the Plan.
SECTION 7--AMENDMENT OR TERMINATION
7.1 The Board may amend any provision of the Plan and any
agreement under the Plan at any time, provided that no amendment
may be made that would (a) increase the maximum number of shares of
Common Stock which may be acquired under the Plan, (b) extend the
term during which Options may be granted under the Plan or
(c) reduce the exercise price per share to less than the Fair
Market Value of the Common Stock on the date an Option was granted
unless the amendment has been approved by the stockholders of the
Corporation as provided in Rule 16b-3(b) under the Exchange Act, if
continuation of the exemption granted by Rule 16b-3 under the
Exchange Act requires such approval. The Board shall also have the
right to terminate the Plan at any time. Except with a
Participant's consent, no amendment, suspension or termination
shall impair the rights of the Participant in any Options,
Restricted Stock or Stock Appreciation Rights awarded to the
Participant under the Plan.
7.2 The Committee may refrain from designating Participants
and from making any awards, but that shall not be deemed a
termination of the Plan. No employee of the Corporation or any of
its Subsidiaries shall have any claim or right to be granted awards
under the Plan.
SECTION 8--MISCELLANEOUS
8.1 The fact that a key employee of the Corporation or any of
its Subsidiaries has been designated a Participant shall not confer
on that employee any right to be retained in the employ of the
Corporation or any of its Subsidiaries or to subsequent awards
under the Plan.
8.2 No award under the Plan shall be taken into account in
determining a Participant's compensation for purposes of any group
life insurance or other employee benefit or pension plan of the
Corporation, including the Company's Employees' Retirement Plan,
Excess Benefit Plan and Supplemental Executive Retirement Plan.
8.3 The Plan shall not be deemed an exclusive method of
providing incentive compensation for the officers and employees of
the Corporation and its Subsidiaries, and it shall not preclude the
Board from authorizing or approving other forms of incentive
compensation.
8.4 All expenses and costs in connection with the operation
of the Plan shall be borne by the Corporation.
8.5 Options, Restricted Stock and Stock Appreciation Rights
awarded under the Plan shall not be transferable by a Participant
other than by will or the laws of descent and distribution, and
Options and Stock Appreciation Rights awarded under the Plan shall
be exercisable during a Participant's lifetime only by the
Participant.
8.6 A Participant may appoint a beneficiary, on a form
supplied by the Committee, to exercise Options and Stock
Appreciation Rights in the event of the Participant's death and may
change that beneficiary at any time prior to the date of the
Participant's death.
8.7 In the event of any change in the outstanding shares of
Common Stock by reason of any stock dividend or split,
recapitalization, merger, consolidation, combination or exchange of
shares or other similar corporate change, the maximum aggregate
number and class of shares in which awards may be granted under the
Plan, the number of shares subject to outstanding Options and Stock
Appreciation Rights shall be appropriate adjusted by the Committee,
whose determination shall be conclusive. Any shares of stock or
other securities distributed to a Participant with respect to
Restricted Stock shall be subject to the restrictions and
requirements imposed by Section 5, including depositing the
certificates therefor with the Corporation together with a stock
power and bearing a legend as provided in Section 5.6.
8.8 If the Corporation shall be consolidated or merged with
another corporation, each Participant who has received Restricted
Stock that is still subject to restrictions imposed by Section 5.2
may be required to deposit with the successor corporation the
certificates for the stock or securities or the other property that
the Participant is entitled to receive by reason of ownership of
Restricted Stock in a manner consistent with Section 5.6, and such
stock, securities or other property shall become subject to the
restrictions and requirements imposed by Section 5, and the
certificates therefor or other evidence thereof shall bear a legend
similar in form and substance to the legend set forth in
Section 5.6.
8.9 The Corporation shall have the right to deduct from any
payment made under the Plan any federal, state or local income or
other taxes required by law to be withheld with respect to such
payment at the highest marginal individual income tax rate. It
shall be a condition to the obligation of the Corporation to
deliver shares or pay any cash pursuant to any award that the
Participant pay to the Corporation such amount as may be requested
by the Corporation for the purpose of satisfying any liability for
such withholding taxes. Any award agreement may provide that the
Participant may elect, in accordance with any conditions set forth
in such award agreement, to pay a portion or all of such
withholding taxes by (a) delivery of shares of Common Stock or
(b) having shares of Common Stock withheld by the Corporation from
the shares otherwise to be received. The number of shares so
delivered or withheld shall have an aggregate Fair Market Value
sufficient to satisfy the applicable withholding taxes. The
acceptance of any such election by a Participant shall be at the
sole discretion of the Committee, and, in the case of a Participant
subject to Section 16 of the Exchange Act, the Corporation may
require that the method of making such payment be in compliance
with Section 16 and the rules and regulations thereunder.
8.10 The Plan shall be construed in accordance with the laws
of the State of New Jersey. Notwithstanding anything to the
contrary in the Plan, nothing in the Plan shall be construed to
prevent the transfer of funds to a grant or trust for the purpose
of paying benefits under the Plan.
8.11 If in the opinion of counsel for the Corporation, any
issuance or delivery of shares of Common Stock to a Participant
will violate the requirements of any applicable federal or state
laws, rules and regulations (including, without limitation, the
provisions of the Securities Act of 1933, as amended, or the
Exchange Act), such issuance or delivery may be postponed until the
Corporation is satisfied that the distribution will not violate
such laws, rules or regulations. Certificates delivered to
Participants pursuant to Section 5 hereof or issued on exercise of
Options or Stock Appreciation Rights may bear such legends as the
Corporation may deem advisable to reflect restrictions which may be
imposed by law, including, without limitation, the Securities Act
of 1933.
EXHIBIT 10ae
1988 DIRECTORS STOCK AWARD PLAN
OF
C. R. BARD, INC.
(AS AMENDED AND RESTATED)
SECTION 1--PURPOSE
The purposes of the C. R. Bard, Inc. 1988 Directors Stock
Award Plan (the "Plan") are (a) to attract and retain highly
qualified individuals to serve as Directors of C. R. Bard, Inc.
("Bard"), (b) to relate non-employee directors' compensation more
closely to Bard's performance and its shareholders' interests, and
(c) to increase non-employee directors' stock ownership in Bard.
SECTION 2--DEFINITIONS
For purposes of the Plan, the following terms shall have the
indicated meanings:
(a) "Board" means the Board of Directors of the
Corporation.
(b) "Code" means the Internal Revenue Code of 1986, as
amended.
(c) "Committee" means the Governance Committee of the
Board or such other committee as may be designated by the
Board.
(d) "Common Stock" means the Common Stock of the
Corporation, par value $0.25 per share.
(e) "Corporation" means C. R. Bard, Inc., a New Jersey
corporation.
(f) "Director" means a member of the Board.
(g) "Exchange Act" means the Securities Exchange Act of
1934, as amended.
(h) "Fair Market Value" of the Common Stock on a
specified day means (1) the mean between the high and low
sales price on that day as reported on the New York Stock
Exchange--Composite Transactions Tape or, if no sale of the
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 (2) in the case of a simultaneous exercise and
sale, the actual price an 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.
(i) "Option" means an Option to purchase Common Stock
awarded to a Participant as provided in Section 5.
(j) "Option Period" means the period from the date of
the grant of an Option to the date of its expiration as
provided in Section 3.1.
(k) "Optionee" means a Participant who has been granted
an Option under the Plan.
(l) "Participant" means a non-employee Director.
(m) "Permanent Disability" means any disability which
prevents a Director from performing all duties as a Director.
(n) "Plan" means the C. R. Bard, Inc. 1988 Directors
Stock Award Plan.
(o) "Restricted Period" means the vesting period, if
any, of up to 10 years specified by the Committee pursuant to
Section 6.2.
(p) "Restricted Stock" means Common Stock awarded to a
Participant subject to restrictions as provided in Section 6
as long as those restrictions are in effect.
(q) "Retirement" means 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.
(r) "Stock Appreciation Right" means a right awarded to
a Participant as provided in Section 5 to receive in the form
of Common Stock or, with the consent of the Committee, cash,
an amount equal to the excess of the Fair Market Value of a
share of Common Stock on the day the right is exercised over
the price at which the Participant could exercise an Option to
purchase that share.
(s) "Stock Award" means an award of Common Stock
delivered in installments as specified by the Committee
pursuant to Section 4.8.
(t) "Unrestricted Stock" means Common Stock awarded to
a Participant which Common Stock is not subject to a vesting
period or installment delivery specified by the Committee.
SECTION 3--GENERAL PROVISIONS
3.1 Except as provided in Section 4 and Sections 5.4 and 5.5,
the Committee, in its sole discretion, shall select those
non-employee directors to whom awards are made under the Plan and
shall specify the type of awards made, the number of Options,
shares of Restricted Stock, Stock Awards, Unrestricted Stock and
Stock Appreciation Rights which in each case are awarded, the
Restricted Period, number of installments or Option Period
applicable to the awards and any other conditions relating to the
awards that are consistent with the Plan and that the Committee
deems appropriate. Participants may be selected and awards may be
made at any time during the period that awards may be granted under
the Plan. Participants do not have to be selected and awards do not
have to be made at the same time by the Committee. Any award made
to a Participant shall not obligate the Committee to make any
subsequent awards to that Participant.
3.2 The total number of Shares of Common Stock subject to the
Plan shall be limited so that the aggregate number of shares which
may be awarded under the Plan shall not exceed 75,000 shares of
Common Stock, as currently constituted. Shares of Common Stock
returned to Bard as a result of the forfeiture of stock awarded or
the expiration or termination of options granted shall be available
under the Plan.
3.3 The Plan shall become effective when it is adopted by the
Board (the "Effective Date"); provided, however, if within one year
after the Plan is adopted by the Board the Plan is not approved by
the vote of a majority of the holders of the outstanding shares of
Common Stock present, or represented, and entitled to vote, at a
meeting of shareholders where the total vote cast on whether to
adopt the Plan represents a majority of the Common Stock entitled
to vote on such matter (such approval is referred to herein as
"Shareholder Approval"), then the Plan (and any entitlement of
non-employee directors to receive shares of Common Stock hereunder)
shall terminate at the time of such meeting, or, if no meeting is
held, after the passage of one year from the date the Plan was
adopted by the Board.
SECTION 4--FORMULA-BASED STOCK AWARDS
4.1 On the first business day in October following the
Effective Date, each non-employee director shall be granted the
right to receive, subject to Shareholder Approval, 200 shares of
Common Stock, for each year or partial year remaining in his or her
current term of directorship, which shares shall only be
transferred by Bard to such Director subject to and in accordance
with the terms of this Section 4. Any grant of shares of Common
Stock to a non-employee director pursuant to the immediately
preceding sentence shall be transferred in installments (or an
installment to the extent only one year remains under the term of
office of a non-employee director) of 200 shares as follows:
(a) the transfer of shares of Common Stock covered by the first
installment shall occur promptly following the date of Shareholder
Approval, and (b) the transfer of shares of Common Stock covered by
the second and third installments, if any, shall occur on the first
business day in October during each year of such Director's term of
office; provided, however, with respect to such second and third
installments, such Director shall not be entitled to any such
installment of shares and such shares shall not, under any
circumstances, be transferred to such Director in the event that
for any reason such Director is not a non-employee director of Bard
on the date on which an installment of shares of Common Stock would
otherwise have been transferable hereunder.
4.2 After the Effective Date upon the election of any
non-employee director, he or she shall be granted the right to
receive 200 shares of Common Stock, subject to Section 8.7, for
each year or partial year remaining in his or her current term of
directorship (other than a partial year resulting from the election
of a Director subsequent to the October 1st immediately preceding
the annual meeting at which the term of office of such Director
will expire), which shares shall only be transferred by Bard to
such Director subject to and in accordance with the terms of this
Section 4.2. Any grant of shares of Common Stock to a non-employee
director pursuant to the terms of this Section 4.2 shall be
transferred in equal installments of 200 shares each, which shares
shall be transferred on, or promptly following, the first business
day in October during each year of such Director's term of office;
provided, however, such Director shall not be entitled to any such
installment of shares and such shares shall not, under any
circumstances, be transferred in the event that for any reason such
Director is not a non-employee director of Bard on the date on
which an installment of shares of Common Stock would otherwise have
been transferable hereunder. Notwithstanding the foregoing, the
Committee may specify that any subsequent grant shall be for the
right to receive such lesser number of shares of Common Stock as
the Committee shall specify for each such year or partial year.
4.3 No shares of Common Stock transferred to a non-employee
director under this Section 4 of the Plan may be sold, pledged,
assigned, transferred or otherwise encumbered or disposed of until
the expiration of two years from the date of the transfer of such
shares to the non-employee director (the "Transfer Restriction");
provided, however, such Transfer Restriction shall cease to apply
upon the death or permanent disability of the non-employee
director.
SECTION 5--STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
5.1 Subject to the provisions of this Section 5, the
Committee may grant non-qualified Options with or without Stock
Appreciation Rights to Participants. Each Option shall be evidenced
by a Stock Option Agreement between the Corporation and the
Optionee which contains the terms and conditions specified by this
Section 5 and such other terms and conditions as the Committee in
its sole discretion shall specify.
5.2 The exercise price per share of Common Stock with respect
to each Option shall not be less than 100% of the Fair Market Value
of a share of Common Stock on the day the Option is granted.
5.3 Except as otherwise specifically set forth in the grant
thereof in accordance with this paragraph, each Option shall be for
a term of up to ten years as determined by the Committee, and no
Option shall be exercisable during the 12 months following the date
of the grant. After the 12 month period, 25% of the total number of
options granted are exercisable; after 24 months from the date of
grant, 50% are exercisable; after 36 months, 75% are exercisable;
and, after 48 months, 100% of the options granted are exercisable.
Notwithstanding anything to the contrary in this paragraph, the
Committee may, when granting Options to any person under the Plan,
grant Options that are exercisable immediately or Options that are
exercisable according to a schedule different from that set forth
in the preceding sentence. Exercisable Options may be exercised in
whole or in part, and in no case may a fraction of a share be
purchased under the Plan.
5.4 On each second Wednesday in July, each person who is a
non-employee director of Bard on such date shall be granted one
Option entitling the grantee thereof to purchase 600 shares of
Common Stock. Such Options shall have a ten year term and shall
become exercisable with respect to 200 shares of Common Stock
subject thereto on each of the first three anniversaries following
the date of grant thereof. Notwithstanding the foregoing, from time
to time the Committee may specify that any such Option not yet
granted shall be exercisable to purchase such lesser number of
shares of Common Stock as the Committee shall specify and that any
such Option shall become exercisable according to such schedule as
the Committee shall specify.
5.5 If a non-employee director shall, by reason other than
death or Retirement, cease to be a member of the Board while
holding an outstanding Option, such non-employee director shall be
permitted to exercise such Option within sixty days from the day he
or she ceased to be a member of the Board; but in no event later
than the expiration date of the Option, with respect to all or any
part of the entire balance of shares of Common Stock to the extent
exercisable by such non-employee director at the time he or she
ceased to be a member of the Board. If a non-employee director
shall die after the date he or she ceases to be a member of the
Board while holding an outstanding Option, such Option shall be
exercisable to the extent, and during the period, that such Option
would, but for his or her death, have otherwise been exercisable by
such non-employee director.
5.6 If a non-employee director shall cease to be a member of
the Board by reason of Retirement while holding an outstanding
Option, such non-employee director shall be permitted to exercise
such Option within three years from the last day of the month in
which he or she retired; but in no event later than the expiration
date of the Option, with respect to all or any part of the entire
balance of shares of Common Stock to the extent exercisable by such
non-employee director at the time he or she retired.
5.7 If a non-employee director shall die while holding an
outstanding Option, and at the time of death, such Option was then
exercisable with respect to less than 100% of the shares subject
thereto, the number of shares with respect to which such Option
shall be exercisable shall be increased to 100% of the total number
of shares subject thereto. The period during which such Option
shall be exercisable shall commence on the date of death and end on
the first anniversary of the month in which the date of death
occurred, but in no event shall the period extend beyond the
expiration date of the Option.
5.8 The Committee may grant Stock Appreciation Rights to
Optionees in tandem with non-qualified Options so that exercise of
a Stock Appreciation Right will have the effect of terminating the
Option or portion thereof to which it relates, and exercise of an
Option or portion thereof to which a Stock Appreciation Rights
relates will have the effect of terminating the Stock Appreciation
Right. Stock Appreciation Rights shall be exercisable in the same
installments and be subject to the same terms and conditions as the
Options to which they relate and to such other terms and conditions
as the Committee in its sole discretion shall specify.
SECTION 6--NONFORMULA-BASED STOCK AWARDS AND RESTRICTED STOCK
6.1 An award of Restricted Stock and Stock Awards to a
Participant shall entitle the Participant to receive the number of
shares of Common Stock specified by the Committee in accordance
with the terms and conditions of this Section 6.
6.2 During the Restricted Period specified by the Committee,
Restricted Stock awarded to a Participant may not be sold,
assigned, transferred, pledged or otherwise encumbered, except as
hereinafter provided. Except as provided in this Section 6.2 and/or
as otherwise provided by the Committee, a Participant, as the owner
of Restricted Stock, shall have all the rights of a holder of
Common Stock, including but not limited to the right, subject to
the provisions of Sections 8.5 and 8.6, to receive all dividends or
dividend equivalents paid on and the right to vote such Restricted
Stock.
6.3 If a Participant holding Restricted Stock ceases to be a
member of the Board during the Restricted Period for any reason
other than death or Retirement, the Committee may at the time of
cessation of service as a member of the Board terminate the
Restricted Period with respect to any or all of such Restricted
Stock. If the Committee does not terminate the Restricted Period
with respect to such Restricted Stock at the time of such
cessation, such Restricted Stock shall be forfeited.
6.4 If a Participant holding Restricted Stock ceases to be a
member of the Board during the Restricted Period by reason of death
or Retirement, Restricted Stock held by that Participant shall
become free of all restrictions thereon and, pursuant to
Section 6.7, the Corporation shall deliver that Restricted Stock to
that Participant or that Participant's beneficiary, as the case may
be, within 60 days.
6.5 Each Participant awarded Restricted Stock or Stock Awards
shall enter into such agreement with the Corporation as may be
specified by the Committee in which the Participant agrees to the
terms and conditions of the award and such other matters as the
Committee in its sole discretion shall specify.
6.6 Each certificate representing Restricted Stock awarded
under the Plan shall be registered in the name of the Participant
to whom the Restricted Stock was awarded, deposited by the
Participant with the Corporation together with a stock power
endorsed in blank and bear the following, or a substantially
similar, legend:
The transferability of this Certificate and the Common
Stock represented hereby is subject to the terms and
conditions, including forfeiture, contained in Section 6 of
the C. R. Bard, Inc. 1988 Directors Stock Award Plan, as
amended, and an Agreement entered into between the registered
owner and C. R. Bard, Inc. Copies of the Plan and Agreement
are on file in the executive office of C. R. Bard, Inc.,
730 Central Avenue, Murray Hill, New Jersey 07974.
6.7 When the restrictions imposed by Section 6.2 and any
related restrictions on Restricted Stock have expired or have
otherwise been satisfied, the Corporation shall deliver to the
Participant holding that Restricted Stock, or the Participant's
legal representative, beneficiary or heir, a certificate or
certificates, without the legend referred to in Section 6.6, for
the number of shares of Restricted Stock deposited with the
Corporation by the Participant pursuant to Section 6.6 with respect
to which all restrictions have expired or been satisfied. At that
time, the Agreement referred to in Section 6.5 shall terminate
forthwith as to those shares.
6.8 Stock Awards shall be made by the Committee in numbers of
shares, and, unless otherwise specified by the Committee and
subject to Section 6.9, a Stock Award shall be delivered to a
Participant in three approximately equal installments (in order to
avoid the issuance of fractional shares) on the date of the Stock
Award and on the following anniversaries of the date of the Stock
Award.
6.9 No installment of shares shall be delivered on any
anniversary of the date of the Stock Award to a Participant whose
service as a member of the Board has ceased; provided, however,
that where such cessation has occurred due to a Participant's death
or Retirement, the Committee may, in its discretion, waive this
condition precedent to delivery of awarded but undelivered shares.
Any shares not delivered to a Participant pursuant to this
Section 6.9 may be subsequently awarded to another Participant. A
Participant shall have no voting rights with respect to, and shall
not be entitled to any dividends declared in respect of, any
awarded but undelivered shares.
6.10 The Committee may award Unrestricted Stock to a
participant, which Common Stock shall not be subject to forfeiture
pursuant to this Section 6. Certificates representing Unrestricted
Stock shall be delivered to the Participant as soon as practicable
following the date thereof.
SECTION 7--ADMINISTRATION
7.1 Subject to the provisions of the Plan, the Plan shall be
administered by the Committee and the Committee shall have
exclusive power to determine the amount of, or method of
determining, the awards to be made to Participants.
7.2 The Committee's interpretation of the Plan and of any
award granted under the Plan shall be final and binding on all
Participants.
7.3 The Committee shall have the authority to establish,
adopt or revise such rules and regulations relating to the Plan and
to make such determinations as it deems necessary or advisable for
the administration of the Plan.
SECTION 8--MISCELLANEOUS
8.1 All expenses and costs in connection with the operation
of the Plan shall be borne by the Corporation.
8.2 Options, Restricted Stock and Stock Appreciation Rights
awarded under the Plan shall not be transferable by a Participant
other than by will or the laws of descent and distribution, and
Options and Stock Appreciation Rights awarded under the Plan shall
be exercisable during a Participant's lifetime only by the
Participant.
8.3 A Participant may appoint a beneficiary, on a form
supplied by the Committee, to exercise Options and Stock
Appreciation Rights in the event of the Participant's death and may
change that beneficiary at any time prior to the date of the
Participant's death.
8.4 The option price shall be paid in full by certified or
bank cashier's check payable to the order of Bard and/or, to the
extent permitted by law, by surrendering or delivering to Bard
shares of Common Stock or any other form of consideration
acceptable to Bard. Upon exercise of an option, the stock purchased
shall be promptly delivered. No nonemployee director holding an
option, or his or her legal representatives, legatees or
distributees, as the case may be, will be deemed to be a holder of
any shares of Common Stock pursuant to exercise of an option until
the date of the issuance of a stock certificate to him or her for
such shares of Common Stock. The proceeds of the sale of Common
Stock subject to options are to be added to the general funds of
Bard and used for its general corporate purposes.
8.5 If the outstanding Common Stock shall at any time be
changed or exchanged by declaration of a stock dividend, stock
split, combination of shares, recapitalization, merger,
consolidation or other corporate reorganization in which Bard is
the surviving corporation, the maximum number of shares which may
be awarded under the Plan, the number of shares of Common Stock
distributable pursuant to Sections 4 and 6 of the Plan, the number
of options distributed and outstanding pursuant to Section 5 of the
Plan and the number of options distributable pursuant to Section 5
of the Plan shall be appropriately and equitably adjusted.
8.6 If the Corporation shall be consolidated or merged with
another corporation, each Participant who has received Restricted
Stock that is still subject to restrictions imposed by Section 6.2
may be required to deposit with the successor corporation the
certificates for the stock or securities or the other property that
the Participant is entitled to receive by reason of ownership of
Restricted Stock in a manner consistent with Section 6.6, and such
stock, securities or other property shall become subject to the
restrictions and requirements imposed by Section 6, and the
certificates therefor or other evidence thereof shall bear a legend
similar in form and substance to the legend set forth in
Section 6.6.
8.7 Notwithstanding anything to the contrary contained
herein, no shares of Common Stock shall be transferred by Bard
pursuant to this Plan prior to the date of Shareholder Approval,
and no non-employee director shall be entitled to any rights as a
shareholder with respect to any shares of Common Stock granted
hereunder, including, without limitation voting rights and the
right to receive dividends, until such shares have been
transferred.
8.8 If the issuance of Common Stock pursuant to the Plan has
not been registered under the Securities Act of 1933, as amended,
any certificate representing shares transferred pursuant to this
Plan, including pursuant to the exercise of an option, shall
include the following legend:
"The Shares represented by this certificate have not been
registered under the Securities Act of 1933 (the "Act") and,
accordingly, may not be offered, sold or otherwise pledged,
hypothecated or transferred unless (a) pursuant to an
effective registration statement under the Act or (b) an
applicable exemption from the registration requirements of the
Act is available. In addition, the transferability of this
certificate and the shares of stock represented hereby are
subject to the terms and conditions contained in the C. R.
Bard, Inc. 1988 Directors Stock Award Plan."
A non-employee director shall not dispose of shares of Common
Stock awarded hereunder, including shares of Common Stock awarded
pursuant to the exercise of an option, in transactions which, in
the opinion of counsel to Bard, would violate the Securities Act of
1933, as then amended, and the rules and regulations thereunder.
8.9 This Plan shall be construed in accordance with the laws
of the State of New Jersey and may be amended, suspended or
terminated at any time or from time to time by action of the Board;
provided, however, that no such amendment shall be made, which
would, without shareholder approval:
(a) increase the number of shares that may be
transferred under this Plan;
(b) materially modify the requirements as to eligibility
for participation in this Plan; or
(c) otherwise materially increase the benefits accruing
to the non-employee directors.
8.10 The Plan provisions governing the eligibility for
participation, the amount and timing of awards, the timing of the
delivery of shares in installments, exercise prices and exercise
periods, shall not be amended more than once every six months,
other than to comport with changes in the Internal Revenue Code of
1986, as amended, the Employee Retirement Income Security Act of
1974, as amended, or the rules thereunder.
8.11 The Corporation shall have the right to deduct from any
payment made under the Plan any federal, state or local income or
other taxes required by law to be withheld with respect to such
payment at the highest marginal individual income tax rate. It
shall be a condition to the obligation of the Corporation to
deliver shares or pay any cash pursuant to any award that the
Participant pay to the Corporation such amount as may be requested
by the Corporation for the purpose of satisfying any liability for
such withholding taxes. Any award agreement may provide that the
Participant may elect, in accordance with any conditions set forth
in such award agreement, to pay a portion or all of such
withholding taxes by (a) delivery of shares of Common Stock or
(b) having shares of Common Stock withheld by the Corporation from
the shares otherwise to be received. The number of shares so
delivered or withheld shall have an aggregate Fair Market Value
sufficient to satisfy the applicable withholding taxes. The
acceptance of any such election by a Participant shall be at the
sole discretion of the Committee, and, in the case of a Participant
subject to Section 16 of the Exchange Act, the Corporation may
require that the method of making such payment be in compliance
with Section 16 and the rules and regulations thereunder.
Exhibit 12.1 Computation of Ratio of Earnings to Fixed Charges
<TABLE>
<CAPTION>
Three Months
Ending
3/31/98 1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C> <C>
Earnings before taxes $ 36,300 $104,900 $102,700 $123,500 $104,100 $101,400
Add(Deduct)
Fixed Charges 9,400 38,200 33,500 31,500 23,200 18,700
Undistributed earnings
of less than 50% owned
companies carried at
equity (200) (500) (700) (800) (400) (200)
Interest capitalized 0 0 0 0 (200) 0
Earnings available for fixed
charges $ 45,500 $142,600 $135,500 $154,200 $126,700 $119,900
Fixed charges:
Interest, including
amounts capitalized 8,200 32,900 26,400 24,200 16,500 12,500
Proportion of rent
expense deemed to
represent interest
factor 1,200 5,300 7,100 7,300 6,700 6,200
Fixed Charges $ 9,400 $ 38,200 $ 33,500 $ 31,500 $ 23,200 $ 18,700
Ratio of earnings to fixed
charges 4.84 3.73 4.04 4.89 5.46 6.41
<FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 10600
<SECURITIES> 46500
<RECEIVABLES> 238800
<ALLOWANCES> 12400
<INVENTORY> 255600
<CURRENT-ASSETS> 575900
<PP&E> 348000
<DEPRECIATION> 141300
<TOTAL-ASSETS> 1283000
<CURRENT-LIABILITIES> 316000
<BONDS> 340300
0
0
<COMMON> 14100
<OTHER-SE> 624400
<TOTAL-LIABILITY-AND-EQUITY> 1283000
<SALES> 296300
<TOTAL-REVENUES> 296300
<CGS> 140900
<TOTAL-COSTS> 255400
<OTHER-EXPENSES> (3600)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8200
<INCOME-PRETAX> 36300
<INCOME-TAX> 11400
<INCOME-CONTINUING> 24900
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 24900
<EPS-PRIMARY> .44
<EPS-DILUTED> .44
</TABLE>
Exhibit 99
CONTACT: E. L. Parker
Vice President and Treasurer
(908) 277-8059
BARD TO RECEIVE $100 MILLION FOR PATENT SETTLEMENT
MURRAY HILL, NJ -- April 6, 1998 -- C. R. Bard, Inc. (NYSE-BCR) said
today that it will receive a one-time payment of $100 million in the
second quarter of 1998 from Guidant Corporation in connection with
the settlement of several infringement claims and the grant of
patent licenses. A portion of this settlement, yet to be
determined, will be reserved to pay "passthrough" royalties to a
third party.
C. R. Bard, Inc., headquartered in Murray Hill, New Jersey, is a
leading multinational developer, manufacturer and marketer of health
care products.
######
