EX-10.45



 Exhibit 10.45 

2005 DIRECTORS’ STOCK AWARD PLAN 

OF 
 C. R. BARD, INC.

 (AS AMENDED AND RESTATED) 

Effective as of December 11, 2013, the 2005 Directors’ Stock Award Plan of C. R. Bard, Inc. (the “Plan”) is hereby amended
and restated by C. R. Bard, Inc., a New Jersey corporation (the “Corporation”), as set forth herein. 
 The Corporation’s
objectives in maintaining the Plan are (a) to attract and retain highly qualified individuals to serve on the Board of Directors of the Corporation, (b) to relate non-employee directors’
compensation more closely to the Corporation’s performance and its shareholders’ interests, and (c) to increase non-employee directors’ stock ownership in the Corporation. 

SECTION 1. DEFINITIONS. 
 For purposes of
the Plan, the following terms shall have the indicated meanings: 
 1.01 “Award” shall mean an Option, Stock Award, SAR or
other stock-based award granted pursuant to the Plan. 
 1.02 “Board” shall mean the Board of Directors of the
Corporation. 
 1.03 “Code” shall mean the Internal Revenue Code of 1986, as amended (or any successor statute thereto).

 1.04 “Committee” shall mean the Governance Committee of the Board or such other committee as may be designated by the
Board. 
 1.05 “Common Stock” shall mean the Common Stock of the Corporation, par value $0.25 per share. 

1.06 “Corporation” shall mean C. R. Bard, Inc., a New Jersey corporation. 

1.07 “Director” shall mean a member of the Board. 

1.08 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. 

1.09 “Fair Market Value” shall mean on any given date: (a) the mean between the high and low sale price of the Common
Stock on that day as reported on the New York Stock Exchange-Composite Transactions Tape or, if no sale of 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
(b) in the case of a simultaneous exercise and sale, the actual price 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. 
 1.10 “Option” shall mean a stock option granted pursuant to
Section 5 of the Plan. 
 1.11 “Option Price” shall mean the purchase price per share of an Option, as determined
pursuant to Section 5.04 of the Plan. 
 1.12 “Option Period” shall mean the period from the date of the grant of an
Option to the date of its expiration as provided in Section 5. 
 1.13 “Optionee” shall mean a Participant who has
been granted an Option under the Plan. 
 1.14 “Participant” shall mean any
non-employee Director who receives an Award. 
 1.15 “Permanent Disability” shall
mean any disability which prevents a Director from performing all duties as a Director. 
 1.16 “Plan” shall mean the C. R.
Bard, Inc. 2005 Directors’ Stock Award Plan (as amended and restated). 
 1.17 “Retirement” shall mean 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. 







 1.18 “SAR” shall mean stock appreciation right granted pursuant to
Section 6 of the Plan. 
 1.19 “Stock Award” shall mean Common Stock awards granted pursuant to Section 4 of the
Plan. 
 1.20 “Term” shall mean the number of years that the Participant is appointed or elected to serve as a Director.

 1.21 “Transfer Restriction Period” shall mean the period of time during which a Stock Award will remain subject to the
transfer restrictions set forth in Section 4.05 of the Plan. 
 1.22 “Unrestricted Stock” shall mean Common Stock
awarded to a Participant which Common Stock is not subject to a vesting period or installment delivery specified by the Committee. 
 1.23
“Vesting Restriction Period” shall mean the period of time during which a Stock Award will remain subject to vesting restrictions as described in Section 4.01(b) of the Plan. 

SECTION 2. SHARES SUBJECT TO THE PLAN. 

Subject to adjustment as provided in Section 11, the total number of shares of Common Stock which may be issued under the Plan is 350,000.
The shares may consist, in whole or in part, of unissued shares or treasury shares. The issuance of shares or the payment of cash upon the exercise of an Award or in consideration of the cancellation or termination of an Award shall reduce the total
number of shares available under the Plan, as applicable. Shares subject to Awards which are forfeited, terminate or otherwise lapse will be added back to the aggregate number of shares available under the Plan. 

SECTION 3. ADMINISTRATION. 
 3.01
Determination of Awards. Subject to the provisions of the Plan, the Committee shall have exclusive power to select the Participants and to determine the amount of, or method of determining, the Awards to be made to Participants. All Awards
granted to Participants under the Plan shall be evidenced by an Award agreement which specifies the type of Award granted pursuant to the Plan, the number of shares of Common Stock underlying the Award and all terms governing the Award, including,
without limitation, terms regarding vesting, exercisability and expiration of the Award. 
 3.02 Interpretation of Plan. The
Committee is authorized to interpret the Plan, to establish, amend or rescind any rules and regulations relating to the Plan and to make any other determinations that it deems necessary or desirable for the administration of the Plan. The Committee
may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems necessary or desirable. Any decision of the Committee in the interpretation and administration of the Plan,
as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned (including, but not limited to, Participants and their beneficiaries or successors). The Committee shall have
the full power and authority, consistent with the provisions of the Plan, to establish the terms and conditions of any Award and to waive any such terms or conditions at any time (including, without limitation, accelerating or waiving any vesting
conditions). 
 3.03 Tax Withholding. The Committee shall require payment of any amount it may determine to be necessary to withhold
for federal, state, local or other taxes as a result of the exercise, grant or vesting of an Award as a condition to such exercise, grant or vesting. Unless the Committee specifies otherwise, the Participant may elect to pay a portion or all of such
withholding taxes by (a) delivery in shares of Common Stock or (b) having shares of Common Stock withheld by the Corporation from any shares of Common Stock that would have otherwise been received by the Participant. 

SECTION 4. STOCK AWARDS. 
 4.01 Formula
Grant of Stock Award. For Directors elected prior to April 18, 2012, the following shall apply: 
 (a) Grant.
On the first business day in October following the appointment or election of an individual as a Director (the “Formula Grant Date”), each nonemployee Director shall receive a Stock Award of 400 shares of Common Stock for each year or
partial year remaining in his or her Term (other than a partial year resulting from the appointment or 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). 
 (b) Formula Grant Vesting Restriction Period.
Unless otherwise determined by the Committee, each Stock Award granted pursuant to Section 4.01 shall vest with respect to the first 400 shares of Common Stock on the Formula Grant Date and, with respect to the remaining shares of Common Stock
included in such Stock Award, on each October 1 following the date on which 

  
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the Stock Award was granted. If for any reason, the Participant ceases to serve as a Director prior to the date on which he or she is fully vested in the Stock Award granted under this
Section 4.01, he or she shall forfeit all of the unvested shares underlying such Stock Award. 
 (c) Formula Grant
Transfer Restriction Period. The transfer restrictions set forth in Section 4.05 of this Plan shall apply to shares of Common Stock underlying grants of Stock Awards made pursuant to this Section 4.01 until the second anniversary of
the end of the Vesting Restriction Period applicable to such shares. Notwithstanding the foregoing sentence, however, the Transfer Restriction Period shall end upon the death or Permanent Disability of the Participant. 

4.02 Value-Based Stock Awards. 

(a) Grant. Subject to Section 7 below, on or about the date on which the annual management stock grants are made
pursuant to the 2012 Long Term Incentive Plan of C. R. Bard, Inc. (as amended and restated) or a similar plan then in effect (the “Value-Based Grant Date”), each nonemployee Director shall receive a Stock Award based on the target equity
value established by the Board that year prior to the Value-Based Grant Date (the “Target Equity Value”). To determine the appropriate number of shares granted for a value-based Stock Award, the Board shall (i) first subtract from the
Target Equity Value the value of any formula Stock Award (or portion thereof) granted pursuant to Section 4.01 of the Plan with respect to the same year of such Director’s term for which a value-based Stock Award is being granted (the
“Applicable Formula Award”) and (ii) then divide the remaining Target Equity Value by the average price of Common Stock as determined in a manner consistent with the manner used to determine annual grants to management of the
Corporation in the year in which the value-based Stock Award is made. The value of the Applicable Formula Award shall be calculated by multiplying the Applicable Formula Award times such average price of Common Stock. 

(b) Value-Based Grant. Except as otherwise provided by the Committee, Stock Awards granted pursuant to this
Section 4.02 shall not vest earlier than the third anniversary of the date on which they are granted.
 4.03 Additional Stock
Awards. Subject to Section 7 below, the Committee may grant Stock Awards in addition to those provided in Sections 4.01 and 4.02 of the Plan in such form, and dependent on such conditions and restrictions (or without conditions and
restrictions), as the Committee, in its sole discretion, shall determine and as set forth in the Stock Award agreement, including, without limitation, the right to receive, or vest with respect to the Stock Award upon the completion of a specified
period of service as a Director, the occurrence of an event and/or the attainment of performance objectives, and all other terms and conditions of such Stock Award. Except as otherwise provided by the Committee, Stock Awards granted pursuant to this
Section 4.03 shall not vest earlier than the third anniversary of the date on which they are granted. Restrictions on Stock Awards shall lapse over a period of time or according to such other criteria as set forth in the Stock Award agreement.
Notwithstanding anything else to the contrary, a Stock Award that is not subject to vesting shall be made only in lieu of the payment of a cash retainer to the Director. 

4.04 Termination of Director, Death, Permanent Disability, or Retirement. 

(a) With respect to formula based Stock Awards (granted pursuant to Section 4.01) of the Plan, if for any reason, the
Participant ceases to serve as a Director prior to the end of the Vesting Restriction Period applicable to such shares, he or she shall forfeit all unvested shares underlying such Stock Award. 

(b) With respect to value-based and additional Stock Awards (granted pursuant to Sections 4.02 and 4.03 of the Plan),
except as otherwise provided herein, in the event that a Participant ceases during the Vesting Restriction Period to be a Director for any reason other than death or Retirement, the Participant shall forfeit the Stock Award as to all shares of
Common Stock covered by the Award with respect to which such Vesting Restriction Period has not ended, and those shares of Common Stock must be immediately returned to the Corporation. The Committee may, however, provide for complete or partial
exceptions to this requirement as it deems appropriate. 
 (c) With respect to value-based and additional Stock Awards
(granted pursuant to Sections 4.02 and 4.03 of the Plan), in the event the Participant ceases to be a Director during the Vesting Restriction Period due to death or Retirement, the Vesting Restriction Period shall terminate and all of the
shares of Common Stock covered by the Award shall be free of all restrictions. 
 4.05 Restrictions on Transfer and Legend on Stock
Certificate. 
 (a) During the Transfer Restriction Period set forth in Section 4.01(c) or in the applicable grant
Agreement governing a Stock Award granted pursuant to Sections 4.02 or 4.03 of the Plan, a Participant may not sell, assign, transfer, pledge, or otherwise dispose of the shares of Common Stock of the Stock Award except as provided under
Section 8. Shares of Common Stock related to a Stock Award shall be held at the Corporation’s transfer agent in book entry form and shall contain a legend giving appropriate notice of the restrictions in the Stock Award agreement. The
Participant shall be entitled to have the legend removed from the book entry covering the shares of Common Stock subject to restrictions when all restrictions on such shares of Common Stock have lapsed. 

  
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 (b) Each share of Common Stock representing a Stock Award subject to restrictions
shall be registered in the name of the Participant to whom the Stock Award was granted 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 4 of the C. R. Bard, Inc. 2005 Directors’ Stock Award Plan, as amended from time to time, and an agreement entered into between the registered owner and C. R. Bard, Inc. Copies of the Plan and
Stock Award agreement are on file in the executive office of C. R. Bard, Inc., 730 Central Avenue, Murray Hill, New Jersey 07974.” 

4.06 Right to Vote and to Receive Dividends. During the Vesting Restriction Period and Transfer Restriction Period, the Participant
shall have the right to vote shares of Common Stock subject to Stock Awards and to receive any dividends or other distributions paid on such shares of Common Stock. 

4.07 Delivery of Certificates. When each of the Vesting Restriction Period and Transfer Restriction Period have lapsed with regard to
shares of Common Stock related to a Stock Award, the Corporation shall direct the transfer agent to remove the restrictions relating to the Award or, at the Participant’s request, (or at the request of the Participant’s legal
representative, beneficiary or heir) shall deliver within 60 days after such vesting to the Participant, or to the Participant’s legal representative, beneficiary or heir, a certificate or certificates without the legend referred to in
Section 4.05 above, for such shares of Common Stock. 
 SECTION 5. OPTIONS. 

5.01 Grant of Options. Subject to Section 7 below, the Committee, in its sole discretion, may grant Options to any Director under
the Plan. 
 5.02 Term of Option. The term of any Option shall not exceed ten years from the date of grant. 

5.03 Conditions of Option. Except to the extent otherwise provided in the Plan, Options shall be in such form, and dependent on such
conditions, as the Committee shall determine and as set forth in the Option agreement, including, without limitation, the right to receive, or vest with respect to the Option upon the completion of a specified period of service as a Director, the
occurrence of an event and/or the attainment of performance objectives, and all other terms and conditions of such Option. 
 5.04 Option
Price. The Option Price per share of Common Stock shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date the Option is granted. Notwithstanding any provision in this Plan to the contrary other than the last
sentence of this paragraph, no Option may be amended to reduce the per share Option Price of any outstanding Option below the Option Price determined as of the date the Option is granted without the approval of the Corporation’s shareholders,
nor may an Option or other Award be granted in exchange for, or in connection with, the cancellation or surrender of an Option or other Award having a higher Option Price or exercise price without the approval of the Corporation’s shareholders.
The restrictions set forth in this Section 5.04 shall not apply to the assumption of, substitution for, or adjustment of outstanding Options that are assumed, substituted, or adjusted in connection with a transaction described in
Section 11, provided that the aggregate Option Price times the number of shares underlying the Option immediately before the transaction equals or exceeds the aggregate Option Price times the number of shares underlying the Option (or
substituted Option) immediately following the transaction. 
 5.05 Exercisability. Except as determined by the Committee and set
forth in the Option agreement, an Option shall become exercisable with regard to twenty-five percent of the Option on the date of the four successive anniversary dates of the grant date. Further, all Options shall become immediately exercisable upon
the death of a Participant if as of the date of the Participant’s death, the Participant had not otherwise ceased to be a Director. In no event shall an Option be exercisable at any time after the expiration of the term of the Option. 

5.06 Exercise of Options. Except as otherwise provided in the Plan or in an Option agreement, an Option may be exercised for all, or
from time to time any part, of the shares of Common Stock for which it is then vested and exercisable. 
 (a) The exercise
date of an Option shall be the later of the date a notice of exercise is received by the Corporation and, if applicable, the date payment is received by the Corporation pursuant to (b) below. 

(b) The purchase price for the shares of Common Stock as to which an Option is exercised shall be paid to the Corporation in
full at the time of exercise at the election of the Participant (i) in cash or its equivalent 

  
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(e.g., by check), (ii) to the extent permitted by the Committee, in shares of Common Stock having a Fair Market Value equal to the aggregate Option Price for the shares of Common
Stock being purchased and satisfying such other requirements as may be imposed by the Committee; provided, that such shares of Common Stock have been held by the Participant for no less than six months (or such other period as established from time
to time by the Committee in order to avoid adverse accounting treatment applying generally accepted accounting principles), (iii) partly in cash and, to the extent permitted by the Committee, partly in such shares of Common Stock or
(iv) subject to rules and limitations established by the Committee, through the delivery of irrevocable instructions to a broker to sell shares of Common Stock obtained upon the exercise of the Option and to deliver promptly to the Corporation
an amount out of the proceeds of such sale equal to the aggregate Option Price for the shares of Common Stock being purchased. 

(c) No Participant shall have any rights to dividends or other rights of a stockholder with respect to shares of Common Stock
subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such shares of Common Stock, received such shares of Common Stock from the Corporation and, if applicable, has satisfied any other
conditions imposed by the Committee pursuant to the Plan. 
 (d) If a Participant pays the exercise price of an Option or
taxes relating to the exercise of an Option by delivering shares of Common Stock, the Participant may, subject to procedures established by the Committee, satisfy such delivery requirement by presenting proof that he or she is the beneficial owner
(as such term is defined in Rule 13d-3 under the Act (or any successor rule thereto)) of such shares of Common Stock, in which case the Corporation shall treat the Option as exercised without further payment
and shall withhold such number of shares of Common Stock from the shares of Common Stock acquired by the exercise of the Option. 
 5.07
Cessation of Service as a Director. 
 (a) Except as provided below, an Option may be exercised at anytime during the
term of the Option. 
 (b) Except as provided in Sections (c), (d) and (e) below, any of the Participant’s
Options that are not otherwise exercisable as of the date on which the Participant ceases to be a Director for any reason shall terminate as of such date. 

(c) Any of the Participant’s Options that are exercisable as of the date on which the Participant ceases to be a Director
for any reason other than death or Retirement shall terminate sixty (60) days from the date the Participant ceases to be a Director; but in no event beyond the term of the Option. 

(d) If a Participant ceases to be a Director by reason of his or her death, his or her personal representative shall be
permitted to exercise his or her outstanding vested and unvested Option for a period of one (1) year from the date of the Director’s death, but in no event beyond the term of the Option. 

(e) If a Participant ceases to be a Director by reason of his or her Retirement, his or her outstanding vested Option shall
remain exercisable for the remaining term of the Option and the portion of his or her Option that was not vested on the date of his or her Retirement shall be forfeited. Notwithstanding the foregoing, if a Participant ceases to be a Director by
reason of his or her Retirement, any of his or her outstanding vested Option issued on or prior to April 18, 2001 shall remain exercisable only for a period of three years from the last day of the month in which he or she retired and the
portion of his or her Option that was not vested on the date of his or her Retirement shall be forfeited. 
 SECTION 6. STOCK APPRECIATION RIGHTS.

 Subject to Section 7 below, the Committee, in its sole discretion, may grant SARs in connection with an Option, or a portion
thereof. An SAR represents a right to receive appreciation on the Corporation’s Common Stock in cash or stock as the Committee shall determine. An SAR may be granted at the time the related Option is granted or at any time prior to the exercise
or cancellation of the related Option, shall cover the same number of shares of Common Stock covered by an Option (or such lesser number of shares of Common Stock as the Committee may determine), and shall be subject to the same terms and conditions
as such Option except for such additional limitations as are contemplated by this Section 6 (or such additional limitations as may be included in an Award agreement). Notwithstanding any provision in this Plan to the contrary other than the
last sentence of this Section 6, no Stock Appreciation Right may be amended to reduce the exercise price per share of the shares subject to such Stock Appreciation Right below the exercise price determined as of the date the Stock Appreciation
Right is granted, nor may a Stock Appreciation Right be granted in exchange for, or in connection with, the cancellation or surrender of a Stock Appreciation Right or other Award having a higher exercise price. The restrictions set forth in


  
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this Section 6 shall not apply to the assumption of, substitution for, or adjustment of outstanding Stock Appreciation Rights that are assumed, substituted, or adjusted in connection with a
transaction described in Section 11, provided that the aggregate exercise price times the number of shares underlying the Stock Appreciation Right immediately before the transaction equals or exceeds the aggregate exercise price times the
number of shares underlying the Stock Appreciation Right (or substituted Stock Appreciation Right) immediately following the transaction. 
 SECTION 7.
LIMITATIONS ON AWARDS. 
 Notwithstanding any provision of this Plan to the contrary, the maximum aggregate grant date Fair Market Value
of Awards granted to a Director during a calendar year shall not exceed $150,000; provided that Stock Awards that are granted in lieu of the payment of a cash retainer to a Director shall not be included in these limitations. 

SECTION 8. TRANSFERABILITY OF AWARDS. 

8.01 Limits on Transferability. Except as otherwise provided, Stock Awards (prior to the end of their Transfer Restriction Period),
Options or SARs may not be assigned, alienated, attached, sold or transferred, pledged or otherwise disposed or encumbered by the Participant, other than by will or by the laws of descent and distribution. Any attempt to assign, transfer, pledge or
otherwise dispose of an Award contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the Award, shall be null, void and without effect; provided, however, that the designation of a beneficiary shall not
constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance. A Participant may designate a beneficiary, on a form supplied by the Committee, who may possess all rights with respect to an Award in the event of
Employee’s death. No such permitted transfer of an Award to heirs or legatees of a Participant shall be effective to bind the Corporation unless the Committee shall have been furnished with written notice thereof and a copy of such evidence as
the Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions hereof. 

8.02 Transferability of Certain Awards. Notwithstanding the foregoing, an Award agreement may provide that a Participant may transfer
certain Awards to family members, or one or more trusts or other entities for the benefit of or owned by family members, consistent with applicable securities laws, provided that the Participant receives no consideration for the transfer of the
Award and the transferred Award shall continue to be subject to the same terms and conditions as were applicable to the Award immediately before the transfer. 

SECTION 9. NO LIMITATION ON RIGHTS OF THE CORPORATION. 

The granting of any Awards under this Plan shall not in any way affect the right or power of the Corporation to make adjustments,
reclassification or changes in its capital or business structure, or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. 

SECTION 10. SHARE OF COMMON STOCK ISSUANCE AND DELIVERY IN COMPLIANCE WITH SECURITIES LAWS. 

If in the opinion of counsel for the Corporation (who may be an employee of the Corporation or independent counsel employed by 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 or regulations (including, without limitation, the provisions of the Securities Act of
1933, as amended, or the Act), such issuance or delivery may be postponed until the Corporation is satisfied that the distribution will not violate such laws, rules or regulations. The transfer agent’s book entry relating to a Stock Award (and,
if requested in accordance with Section 4.07 above, certificates delivered to Participants pursuant to the Plan) may bear such legends as the Corporation may deem advisable. 

SECTION 11. ADJUSTMENT UPON CERTAIN EVENTS. 

In the event after the Effective Date there is any share of Common Stock dividend or split, reorganization, recapitalization, merger,
consolidation, spin-off, combination, combination or transaction or exchange of shares of Common Stock or other corporate exchange, or any distribution to shareholders of shares of Common Stock or other
property or securities (other than regular cash dividends) or any transaction similar to the foregoing or other transaction that results in a change to the Corporation’s equity capitalization, the Committee in its sole discretion and without
liability to any person may make such substitution or adjustment, if any, as it deems to be equitable or appropriate, as to (i) the number or kind of shares of Common Stock or other securities issued or reserved for issuance pursuant to the
Plan or pursuant to outstanding Awards, (ii) the maximum number of shares of Common Stock 

  
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for which Stock Awards, Options and Stock Appreciation Rights may be granted (ii) the Option Price, exercise price of any Stock Appreciation Right or purchase price of any Award and/or
(iii) any other affected terms of an Award or the Plan. 
 SECTION 12. AMENDMENTS OR TERMINATION. 

The Board may amend the Plan at any time, provided that no amendment shall be made without the approval of the shareholders of the Corporation
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, (c) permit the Option Price or exercise price per share
of Common Stock to be less than 100% of the Fair Market Value of the shares of Common Stock on the date an Option or Stock Appreciation Right is granted (other than as specifically provided in Sections 5.04 and 6), (d) terminate restrictions
applicable to Awards (except in connection with a Participant’s death, Disability or termination of employment or in connection with a Change of Control) or (e) provide for Awards not permitted pursuant to the terms of the Plan. The Board
shall also have the right to terminate the Plan at any time. Without the consent of a Participant (except as otherwise provided for in Section 11), no amendment shall materially diminish any of the rights of such Participant under any Award
theretofore granted to such Participant under the Plan; provided, however, that the Committee may amend the Plan in such manner as it deems necessary to permit the granting of Awards meeting the requirements of the Code or other applicable laws.

 SECTION 13. NO RIGHTS TO CONTINUED DIRECTORSHIP. 

Nothing in this Agreement shall confer upon a Director any right to continue to service as a member of the Board of Directors or any committee
of the Board of Directors, to be retained by the Corporation as a consultant or to be employed by the Corporation as an employee and shall not interfere in any way with the right of the Corporation to terminate the Director’s service as a
member of the Board of Directors or any committee of the Board of Directors as set forth in the by-laws of the Corporation or the Director’s consulting or employment relationship with the Corporation, if
any, at any time. 
 SECTION 14. CHOICE OF LAW. 

The Plan shall be governed by and construed in accordance with the laws of the State of New Jersey without regard to conflicts of laws. 

SECTION 15. EFFECTIVE DATE. 
 The Plan was
originally effective as of July 13, 1988, was subsequently amended from time-to-time, and was amended and restated as of December 12, 2012 and October 9,
2013. The Plan was initially approved by the shareholders of the Corporation on April 19, 1989. The effective date of the Plan as amended and restated herein is December 11, 2013, provided, however that the version of the Plan that was
last approved by the Corporation’s shareholders was effective as of April 19, 2006. 

  
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