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BECTON, DICKINSON AND COMPANY

2004 EMPLOYEE AND DIRECTOR EQUITY-BASED

COMPENSATION PLAN




As Amended and Restated as of October 1, 2009




     Section 1. Purpose.



     The purpose of the Becton, Dickinson and Company 2004 Employee and Director Equity-Based
Compensation Plan is to provide an incentive to employees of the Company and its subsidiaries to
achieve long-range goals, to aid in attracting and retaining employees and directors of outstanding
ability and to closely align their interests with those of shareholders.



     Section 2. Definition.



     As used in the Plan, the following terms shall have the meanings set forth below:



     (a) “Affiliate” shall mean (i) any entity that, directly or indirectly, is controlled by the
Company and (ii) any entity in which the Company has a significant equity interest, in either case
as determined by the Committee.



     (b) “Award” shall mean any Option, Stock Appreciation Right, award of Restricted Stock,
Restricted Stock Unit, Performance Unit or Other Stock-Based Award granted under the Plan.



     (c) “Award Agreement” shall mean any written agreement, contract or other instrument or
document evidencing any Award granted under the Plan, which may, but need not, be executed or
acknowledged by a Participant.



     (d) “Board” shall mean the board of directors of the Company.



     (e) “Cause” shall mean (i) the willful and continued failure of a Participant to perform
substantially the Participant’s duties with the Company or any Affiliate (other than any such
failure resulting from incapacity due to physical or mental illness), or (ii) the willful engaging
by the Participant in illegal conduct or gross misconduct that is materially and demonstrably
injurious to the Company. No act, or failure to act, on the part of the Participant shall be
considered “willful” unless it is done, or omitted to be done, by the Participant in bad faith or
without the reasonable belief that the Participant’s action or omission was in the best interest of
the Company.



     (f) “Change in Control” means




     (i) the acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”))
(a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 25% or more of either (A) the then-outstanding shares of common stock of the
Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the
then-outstanding voting securities of the Company entitled to vote generally in the election
of directors (the “Outstanding Company Voting Securities”); provided, however, that, for
purposes of this Section 2(f), the following acquisitions shall not constitute a Change in
Control: (i) any acquisition directly from the Company; (ii) any acquisition by the Company,
or (iii) any acquisition by any employee



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benefit plan (or related trust) sponsored or maintained by the Company or any affiliated
company, (iv) any acquisition by any corporation pursuant to a transaction that complies with
Section 2(f)(iii)(A), Section 2(f)(iii)(B) and Section 2(f)(iii)(C), or (v) any acquisition
that the Board determines, in good faith, was inadvertent, if the acquiring Person divests as
promptly as practicable a sufficient amount of the Outstanding Company Common Stock and/or the
Outstanding Company Voting Securities, as applicable, to reverse such acquisition of 25% or
more thereof;




     (ii) individuals who, as of the day after the effective time of this Plan, constitute the
Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to such time
whose election, or nomination for election as a director by the Company’s shareholders, was
approved by a vote of at least a majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of office occurs as
a result of an actual or threatened election contest with respect to the election or removal
of directors or other actual or threatened solicitation of proxies or consent by or on behalf
of a Person other than the Board;




     (iii) consummation of a reorganization, merger, consolidation or sale or other
disposition of all or subsequently all of the assets of the Company (a “Business
Combination”), in each case, unless, following such Business Combination, (A) all or
substantially all of the individuals and entities that were the beneficial owners of the
Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately
prior to such Business Combination beneficially own, directly or indirectly, more than 60% of
the then-outstanding shares of common stock and the combined voting power of the
then-outstanding voting securities entitled to vote generally in the election of directors, as
the case may be, of the corporation resulting from such Business Combination (including,
without limitation, a corporation that, as a result of such transaction, owns the Company or
all or substantially all of the Company’s assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership immediately prior to
such Business Combination of the Outstanding Company Common Stock and the Outstanding Company
Voting Securities, as the case may be, (B) no Person (excluding any corporation resulting from
such Business Combination or any employee benefit plan (or related trust) of the Company or
such corporation resulting from such Business Combination) beneficially owns, directly or
indirectly, 25% or more of, respectively, the then-outstanding shares of common stock of the
corporation resulting from such Business Combination or the combined voting power of the
then-outstanding voting securities of such corporation, except to the extent that such
ownership existed prior to the Business Combination, and (C) at least a majority of the
members of the board of directors of the corporation resulting from such Business Combination
were members of the Incumbent Board at the time of the execution of the initial agreement or
of the action of the Board providing for such Business Combination; or




     (iv) approval by the shareholders of the Company of a complete liquidation or dissolution
of the Company.



     (g) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.



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     (h) “Committee” shall mean the Compensation and Benefits Committee of the Board or such other
committee as may be designated by the Board.



     (i) “Company” shall mean Becton, Dickinson and Company.



     (j) “Disability” shall mean a Participant’s disability as determined in accordance with a
disability insurance program maintained by the Company.



     (j) “409A Disability” shall mean a Disability that qualifies as a total disability as defined
below and determined in a manner consistent with Code Section 409A and the regulations thereunder:



     The Participant is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be expected to result in death or can
be expected to last for a continuous period of not less than 12 months.



     A Participant will be deemed to have suffered a 409A Disability if determined to be totally
disabled by the Social Security Administration. In addition, the Participant will be deemed to
have suffered a 409A Disability if determined to be disabled in accordance with a disability
insurance program maintained by the Company, provided that the definition of disability applied
under such disability insurance program complies with the requirements of Code Section 409A and the
regulations thereunder.



     (k) “Earnings Per Share” shall mean earnings per share calculated in accordance with U.S.
Generally Accepted Accounting Principles.



     (l) “Executive Group” shall mean every person who is expected by the Committee to be both (i)
a “covered employee” as defined in Section 162(m) of the Code as of the end of the taxable year in
which payment of the Award may be deducted by the Company, and (ii) the recipient of compensation
of more than $1,000,000 for that taxable year.



     (m) “Fair Market Value” shall mean, with respect to any property (including, without
limitation, any Shares or other securities) the fair market value of such property determined by
such methods or procedures as shall be established from time to time by the Committee.



     (n) “Incentive Stock Option” shall mean an option representing the right to purchase Shares
from the Company, granted under and in accordance with the terms of Section 6, that meets the
requirements of Section 422 of the Code, or any successor provision thereto.



     (o) “Market Share” shall mean the percent of sales of the total available market in an
industry, product line or product attained by the Company or one of its business units during a
time period.



     (p) “Net Income” shall mean net income calculated in accordance with U.S. Generally Accepted
Accounting Principles.



     (q) “Net Revenue Per Employee” in a period shall mean net revenue divided by the average
number of employees of the Company, with average defined as the sum of the number of employees at
the beginning and ending of the period divided by two.



     (r) “Non-Qualified Stock Option” shall mean an option representing the right to purchase
Shares from the Company, granted under and in accordance with the terms of Section 6, that is not
an Incentive Stock Option.



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     (s) “Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option.



     (t) “Other Stock-Based Award” shall mean any right granted under Section 9.



     (u) “Participant” shall mean an individual granted an Award under the Plan.



     (v) “Performance Unit” shall mean any right granted under Section 8.



     (w) “Restricted Stock” shall mean any Share granted under Section 7.



     (x) “Restricted Stock Unit” shall mean a contractual right granted under Section 7 that is
denominated in Shares. Each Unit represents a right to receive the value of one Share (or a
percentage of such value, which percentage may be higher than 100%) upon the terms and conditions
set forth in the Plan and the applicable Award Agreement. Awards of Restricted Stock Units may
include, without limitation, the right to receive dividend equivalents.



     (y) “Retirement” shall mean a Separation from Service after attainment of retirement as
specified in the applicable terms of an Award.



     (z) “Return On Common Equity” for a period shall mean net income less preferred stock
dividends divided by total shareholders’ equity, less amounts, if any, attributable to preferred
stock.



     (aa) “Return on Invested Capital” for a period shall mean earnings before interest, taxes,
depreciation and amortization divided by the difference of total assets less non-interest bearing
current liabilities.



     (bb) “Return On Net Assets” for a period shall mean net income less preferred stock dividends
divided by the difference of average total assets less average non-debt liabilities, with average
defined as the sum of assets or liabilities at the beginning and ending of the period divided by
two.



     (cc) “Revenue Growth” shall mean the percentage change in revenue (as defined in Statement of
Financial Accounting Concepts No. 6, published by the Financial Accounting Standards Board) from
one period to another.



     (dd) “Plan” shall mean this Becton, Dickinson and Company 2004 Employee and Director
Equity-Based Compensation Plan.



     (ee) “Separation from Service” shall mean a termination of employment or other separation from
service from the Company, as described in Code Section 409A and the regulations thereunder,
including, but not limited to a termination by reason of Retirement or involuntary termination
without Cause, but excluding any such termination where there is a simultaneous re-employment by
the Company.



     (ff) “Shares” shall mean shares of the common stock of the Company, $1.00 par value.



     (gg) “Specified Employee” shall mean a Participant who is deemed to be a specified employee in
accordance with procedures adopted by the Company that reflect the requirements of Code Section
409A(2)(B)(i) and the guidance thereunder.



     (hh) “Stock Appreciation Right” shall mean a right to receive a payment, in cash and/or
Shares, as determined by the Committee, equal in value to the excess of the Fair Market Value of a
Share at the time the Stock Appreciation Right is exercised over the exercise price of the Stock
Appreciation Right.



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     (ii) “Substitute Awards” shall mean Awards granted in assumption of, or in substitution for,
outstanding awards previously granted by a company acquired by the Company or with which the
Company combines.



     (jj) “Total Shareholder Return” shall mean the sum of the appreciation in the Company’s stock
price and dividends paid on the common stock of the Company over a given period of time.



     Section 3. Eligibility.



     (a) Any individual who is employed by (including any officer), or who serves as a member of
the board of directors of, the Company or any Affiliate shall be eligible to be selected to receive
an Award under the Plan.



     (b) An individual who has agreed to accept employment by the Company or an Affiliate shall be
deemed to be eligible for Awards hereunder as of the date of such agreement.



     (c) Holders of options and other types of Awards granted by a company acquired by the Company
or with which the Company combines are eligible for grant of Substitute Awards hereunder.



     Section 4. Administration.



     (a) The Plan shall be administered by the Committee. The Committee shall be appointed by the
Board and shall consist of not less than three directors, each of whom shall be independent, within
the meaning of and to the extent required by applicable rulings and interpretations of the New York
Stock Exchange and the Securities and Exchange Commission, and each of whom shall be a
“Non-Employee Director”, as defined from time to time for purposes of Section 16 of the Securities
Exchange Act of 1934 and the rules promulgated thereunder. The Board may designate one or more
directors as alternate members of the Committee who may replace any absent or disqualified member
at any meeting of the Committee. The Committee may issue rules and regulations for administration
of the Plan. It shall meet at such times and places as it may determine. A majority of the members
of the Committee shall constitute a quorum.



     (b) Subject to the terms of the Plan and applicable law, the Committee shall have full power
and authority to: (i) designate Participants; (ii) determine the type or types of Awards (including
Substitute Awards) to be granted to each Participant under the Plan; (iii) determine the number of
Shares to be covered by (or with respect to which payments, rights, or other matters are to be
calculated in connection with) Awards; (iv) determine the terms and conditions of any Award; (v)
determine whether, to what extent, and under what circumstances Awards may be settled or exercised
in cash, Shares, other securities, other Awards, or other property, or canceled, forfeited or
suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited
or suspended; (vi) determine whether, to what extent, and under what circumstances cash, Shares,
other securities, other Awards, other property, and other amounts payable with respect to an Award
under the Plan shall be deferred either automatically or at the election of the holder thereof or
of the Committee; (vii) interpret and administer the Plan and any instrument or agreement relating
to, or Award made under, the Plan; (viii) establish, amend, suspend or waive such rules and
regulations and appoint such agents as it shall deem appropriate for the proper administration of
the Plan; (ix) determine whether and to what extent Awards should comply or continue to comply with
any requirement of statute or regulation; and (x) make any other determination and take any other
action that the Committee deems necessary or desirable for the administration of the Plan.
Notwithstanding the foregoing, the Plan will be interpreted and



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administered by the Committee in a manner that is consistent with the requirements of Code
Section 409A to allow for tax deferral thereunder, and the Committee shall take no action hereunder
that would result in a violation of Code Section 409A.



     (c) All decisions of the Committee shall be final, conclusive and binding upon all parties,
including the Company, the stockholders and the Participants.



     Section 5. Shares Available For Awards.



     (a) The number of Shares available for issuance under the Plan is 18,000,000 shares, subject
to adjustment as provided below. Notwithstanding the foregoing and subject to adjustment as
provided in Section 5(e), (i) no Participant may receive Options and Stock Appreciation Rights
under the Plan in any calendar year that relate to more than 250,000 Shares, (ii) the maximum
number of Shares with respect to which unrestricted Awards (either as to vesting, performance or
otherwise) may be made to employees under the Plan is 450,000 Shares, and (iii) the maximum number
of Shares that may be issued with respect to any Awards granted on or after February 3, 2008, other
than Awards of Options or Stock Appreciation Rights, shall be 2,000,000.



     (b) If, after the effective date of the Plan, any Shares covered by an Award other than a
Substitute Award, or to which such an Award relates, are forfeited, or if such an Award otherwise
terminates without the delivery of Shares or of other consideration, then the Shares covered by
such Award, or to which such Award relates, to the extent of any such forfeiture or termination,
shall again be, or shall become, available for issuance under the Plan, except as otherwise
provided in Section 5(f).



     (c) In the event that any Option or other Award granted hereunder (other than a Substitute
Award) is exercised through the delivery of Shares, or in the event that withholding tax
liabilities arising from such Option or Award are satisfied by the withholding of Shares by the
Company, the number of Shares available for Awards under the Plan shall be increased by the number
of Shares so surrendered or withheld. Notwithstanding the foregoing, this Section 5(c) will not
apply to any such surrender or withholding of Shares occurring on or after November 21, 2006.



     (d) Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized
and unissued Shares or of treasury Shares.



     (e) In the event that any dividend or other distribution (whether in the form of cash, Shares,
other securities, or other property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of
Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares
or other securities of the Company, or other similar corporate transaction or event affects the
Shares such that an adjustment is required in order to preserve the value of issued and outstanding
Awards and to prevent diminution or enlargement of the benefits or potential benefits intended to
be made available under the Plan, then the Committee shall, in such manner as it may deem
equitable, adjust any or all of (i) the number and type of Shares (or other securities or property)
which thereafter may be made the subject of Awards, including the aggregate and individual limits
specified in Section 5(a), (ii) the number and type of Shares (or other securities or property)
subject to outstanding Awards, and (iii) the grant, purchase, or exercise price with respect to any
Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding
Award; provided, however, that the number of Shares subject to any Award denominated in Shares
shall always be a whole number.



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     (f) Shares underlying Substitute Awards shall not reduce the number of Shares remaining
available for issuance under the Plan.



     (g) Upon the exercise of any Stock Appreciation Rights, the greater of (i) the number of
shares subject to the Stock Appreciation Rights so exercised, and (ii) the number of Shares, if
any, that are issued in connection with such exercise, shall be deducted from the number of Shares
available for issuance under the Plan.



     Section 6. Options and Stock Appreciation Rights.



     The Committee is hereby authorized to grant Options and Stock Appreciation Rights to
Participants with the following terms and conditions and with such additional terms and conditions,
in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:



     (a) The exercise price per Share under an Option or Stock Appreciation Right shall be
determined by the Committee; provided, however, that, except in the case of Substitute Awards, such
exercise price shall not be less than the Fair Market Value of a Share on the date of grant of such
Option or Stock Appreciation Right. The exercise price of a Substitute Award may be less than the
Fair Market Value of a Share on the date of grant to the extent necessary for the value of
Substitute Award to be substantially equivalent to the value of the award with respect to which the
Substitute Award is issued, as determined by the Committee.



     (b) The term of each Option and Stock Appreciation Right shall be fixed by the Committee but
shall not exceed 10 years from the date of grant thereof.



     (c) The Committee shall determine the time or times at which an Option or Stock Appreciation
Right may be exercised in whole or in part, and, with respect to Options, the method or methods by
which, and the form or forms, including, without limitation, cash, Shares, other Awards, or other
property, or any combination thereof, having a Fair Market Value on the exercise date equal to the
relevant exercise price, in which, payment of the exercise price with respect thereto may be made
or deemed to have been made.



     (d) The terms of any Incentive Stock Option granted under the Plan shall comply in all
respects with the provisions of Section 422 of the Code, or any successor provision thereto, and
any regulations promulgated thereunder.



     (e) Section 10 sets forth certain additional provisions that shall apply to Options and Stock
Appreciation Rights.



     Section 7. Restricted Stock And Restricted Stock Units.



     (a) The Committee is hereby authorized to grant Awards of Restricted Stock and Restricted
Stock Units to Participants.



     (b) Shares of Restricted Stock and Restricted Stock Units shall be subject to such
restrictions as the Committee may impose (including, without limitation, any limitation on the
right to vote a Share of Restricted Stock or the right to receive any dividend or other right or
property), which restrictions may lapse separately or in combination at such time or times, in such
installments or otherwise, as the Committee may deem appropriate; provided, that if the vesting
conditions applicable to an Award of Restricted Stock or Restricted Stock Units to an employee of
the Company relate exclusively to the passage of time and continued employment, such time period
shall consist of not less than thirty-six (36) months. In the event the vesting of



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any Award of Restricted Stock is subject to the achievement of performance goals, the
performance period relating to such Award shall be at least twelve (12) months. Any Award of
Restricted Stock Units for which vesting is conditioned upon the achievement of performance goals
shall be considered an award of Performance Units under Section 8.



     (c) Any share of Restricted Stock granted under the Plan may be evidenced in such manner as
the Committee may deem appropriate including, without limitation, book-entry registration or
issuance of a stock certificate or certificates. In the event any stock certificate is issued in
respect of shares of Restricted Stock granted under the Plan, such certificate shall be registered
in the name of the Participant and shall bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Restricted Stock.



     (d) Upon a Participant’s (i) Separation from Service on account of Retirement, death,
Disability or involuntary termination without Cause, any and all remaining restrictions with
respect to Shares of Restricted Stock granted to the Participant shall lapse, and (ii) voluntary
termination or involuntary termination with Cause, all Shares of Restricted Stock held by the
Participant shall be forfeited as of the date of termination.



     (e) Notwithstanding anything contained herein to the contrary, upon a Participant’s:



     (i) Separation from Service on account of Retirement, involuntary termination without Cause,
or Disability any and all remaining restrictions with respect to Restricted Stock Units granted to
the Participant shall lapse and the Participant shall receive any amounts otherwise payable with
respect to such Restricted Stock Units as soon as administratively practicable thereafter (or at
such later distribution date as may be set by the Committee at the time of the Award or in any
amendment thereto), except that, for amounts subject to Code Section 409A, in the case of a
Participant who is a Specified Employee, the payment of such amounts that are made on account of
the Specified Employee’s Separation from Service shall not be made prior to the earlier of (A) the
first day of the seventh month following the Participant’s Separation from Service (without regard
to whether the Participant is reemployed on that date) or (B) death;



     (ii) death, any and all remaining restrictions with respect to Restricted Stock Units granted
to the Participant shall lapse and the Participant’s beneficiary shall receive any amounts
otherwise payable with respect to such Restricted Stock Units as soon as administratively
practicable thereafter; and



     (iii) voluntary termination or involuntary termination with Cause, all Restricted Stock Units
held by the Participant shall be forfeited as of the date of termination.



     Section 8. Performance Units.



     (a) The Committee is hereby authorized to grant Performance Units to Participants.



     (b) Subject to the terms of the Plan, a Performance Unit granted under the Plan (i) may be
denominated or payable in cash, Shares (including, without limitation, Restricted Stock), other
securities, other Awards, or other property and (ii) shall confer on the holder thereof rights
valued as determined by the Committee and payable to, or exercisable by, the holder of the
Performance Unit, in whole or in part, upon the achievement of such performance goals during such
performance periods as the Committee shall establish. Subject to the terms of the Plan, the
performance goals to be achieved during any performance period, the length of any performance
period, the amount of any Performance Unit granted and the amount of any payment or transfer to be
made pursuant to any Performance Unit shall be determined by the Committee; provided,



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that the performance period relating to any Award of Performance Units shall be at least
twelve (12) months.



     (c) Notwithstanding anything contained herein to the contrary, upon a Participant’s:



     (i) Separation from Service on account of Retirement or involuntary termination without Cause
prior to the expiration of any performance period applicable to a Performance Unit granted to the
Participant, the Participant shall be entitled to receive, following the expiration of such
performance period, a pro-rata portion of any amounts otherwise payable with respect to, or a
pro-rata right to exercise, the Performance Unit;



     (ii) death or 409A Disability prior to the expiration of any performance period applicable to
a Performance Unit granted to the Participant, the Participant or the Participant’s beneficiary
shall receive upon such event a partial payment with respect to, or a partial right to exercise,
such Performance Unit as determined by the Committee in its discretion;



     (iii) Separation from Service on account of Disability (other than a 409A Disability) prior to
the expiration for any performance period applicable to a Performance Unit granted to the
Participant, the Participant shall be entitled to receive, following the expiration of such
performance period, a partial payment with respect to, or a partial right to exercise, such
Performance Unit as determined by the Committee in its discretion; and



     (iv) voluntary termination or involuntary termination with Cause, all Performance Units held
by the Participant shall be canceled as of the date of termination.



     Section 9. Other Stock-Based Awards.



     The Committee is hereby authorized to grant to Participants such other Awards (including,
without limitation, rights to dividends and dividend equivalents) that are denominated or payable
in, valued in whole or in part by reference to, or otherwise based on or related to, Shares
(including, without limitation, securities convertible into Shares) as are deemed by the Committee
to be consistent with the purposes of the Plan (provided that no rights to dividends and dividend
equivalents shall be granted in tandem with an Award of Options or Stock Appreciation Rights).
Subject to the terms of the Plan, the Committee shall determine the terms and conditions of such
Awards. Shares or other securities delivered pursuant to a purchase right granted under this
Section 9 shall be purchased for such consideration, which may be paid by such method or methods
and in such form or forms, including, without limitation, cash, Shares, other securities, other
Awards, or other property, or any combination thereof, as the Committee shall determine, the value
of which consideration, as established by the Committee, shall, except in the case of Substitute
Awards, not be less than the Fair Market Value of such Shares or other securities as of the date
such purchase right is granted. Additional terms applicable to certain Other Stock-Based Awards
are set forth in Section 10. To the extent that any Other Stock-Based Awards granted by the
Committee are subject to Code Section 409A as nonqualified deferred compensation, such Other
Stock-Based Awards shall be subject to terms and conditions that comply with the requirements of
Code Section 409A to avoid adverse tax consequences under Code Section 409A.



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     Section 10. Effect Of Termination On Certain Awards.



     Except as otherwise provided by the Committee at the time an Option or Stock Appreciation
Right is granted or in any amendment thereto, if a Participant ceases to be employed by, or serve
as a non-employee director of, the Company or any Affiliate, then:



     (a) if termination is for Cause, all Options and Stock Appreciation Rights held by the
Participant shall be canceled as of the date of termination;



     (b) if termination is voluntary or involuntary without Cause, the Participant may exercise
each Option or Stock Appreciation Right held by the Participant within three months after such
termination (but not after the expiration date of such Award) to the extent such Award was
exercisable pursuant to its terms at the date of termination; provided, however, if the Participant
should die within three months after such termination, each Option or Stock Appreciation Right held
by the Participant may be exercised by the Participant’s estate, or by any person who acquires the
right to exercise by reason of the Participant’s death, at any time within a period of one year
after death (but not after the expiration date of the Award) to the extent such Award was
exercisable pursuant to its terms at the date of termination;



     (c) if termination is (i) by reason of Retirement (or alternatively, in the case of a
non-employee director, at a time when the Participant has served for five full years or more and
has attained the age of sixty), or (ii) by reason of a Disability, each Option or Stock
Appreciation Right held by the Participant shall, at the date of Retirement or Disability, become
exercisable to the extent of the total number of shares subject to the Option or Stock Appreciation
Right, irrespective of the extent to which such Award would otherwise have been exercisable
pursuant to the terms of the Award at the date of Retirement or Disability, and shall otherwise
remain in full force and effect in accordance with its terms;



     (d) if termination is by reason of the death of the Participant, each Option or Stock
Appreciation Right held by the Participant may be exercised by the Participant’s estate, or by any
person who acquires the right to exercise such Award by reason of the Participant’s death, to the
extent of the total number of shares subject to the Award, irrespective of the extent to which such
Award would have otherwise been exercisable pursuant to the terms of the Award at the date of
death, and such Award shall otherwise remain in full force and effect in accordance with its terms.



     Section 11. General Provisions Applicable To Awards.



     (a) Awards shall be granted for no cash consideration or for such minimal cash consideration
as may be required by applicable law.



     (b) Awards may, in the discretion of the Committee, be granted either alone or in addition to
or in tandem with any other Award. Awards granted in addition to or in tandem with other Awards may
be granted either at the same time as or at a different time from the grant of such other Awards or
awards.



     (c) Subject to the terms of the Plan, payments or transfers to be made by the Company upon the
grant, exercise or payment of an Award may be made in such form or forms as the Committee shall
determine including, without limitation, cash, Shares, other securities, other Awards, or other
property, or any combination thereof, and may be made in a single payment or transfer, in
installments, or on a deferred basis, in each case in accordance with rules and procedures
established by the Committee. Such rules and procedures may include, without



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limitation, provisions for the payment or crediting of reasonable interest on installment or
deferred payments or the grant or crediting of dividend equivalents in respect of installment or
deferred payments. Notwithstanding the foregoing, in no event shall the Company extend any loan to
any Participant in connection with the exercise of an Award; provided, however, that nothing
contained herein shall prohibit the Company from maintaining or establishing any broker-assisted
cashless exercise program.



     (d) Unless the Committee shall otherwise determine, no Award and no right under any Award
shall be assignable, alienable, saleable or transferable by a Participant otherwise than by will or
by the laws of descent and distribution. In no event may an Award be transferred by a Participant
for value. Each Award, and each right under any Award, shall be exercisable during the
Participant’s lifetime only by the Participant or, if permissible under applicable law, by the
Participant’s guardian or legal representative. The provisions of this paragraph shall not apply to
any Award which has been fully exercised, earned or paid, as the case may be, and shall not
preclude forfeiture of an Award in accordance with the terms thereof.



     (e) All certificates for Shares or other securities delivered under the Plan pursuant to any
Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions
as the Committee may deem advisable under the Plan or the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares
or other securities are then listed, and any applicable Federal or state securities laws, and the
Committee may cause a legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.



     (f) Every Award (other than an Option or Stock Appreciation Right) to a member of the
Executive Group shall, if the Committee intends that such Award should constitute “qualified
performance-based compensation” for purposes of Section 162(m) of the Code, include a
pre-established formula, such that payment, retention or vesting of the Award is subject to the
achievement during a performance period or periods, as determined by the Committee, of a level or
levels, as determined by the Committee, of one or more of the following performance measures: (i)
Return on Net Assets, (ii) Revenue Growth, (iii) Return on Common Equity, (iv) Total Shareholder
Return, (v) Earnings Per Share, (vi) Net Revenue Per Employee (vii) Market Share, (viii) Return on
Invested Capital, or (ix) Net Income. For any Award subject to any such pre-established formula, no
more than 150,000 Shares can be paid in satisfaction of such Award to any Participant, subject to
adjustment as provided in Section 5(e). Notwithstanding any provision of this Plan to the contrary,
the Committee shall not be authorized to increase the amount payable under any Award to which this
Section 11(f) applies upon attainment of such pre-established formula.



     (g) Unless specifically provided to the contrary in any Award Agreement, upon a Change in
Control, all Awards shall become fully vested and exercisable, and any restrictions applicable to
any Award shall automatically lapse. Notwithstanding the foregoing, any Awards that are otherwise
subject to Code Section 409A shall not be distributed or payable upon a Change in Control unless
the Change in Control otherwise meets the requirements for a change in the ownership or effective
control of the Company or in the ownership of a substantial portion of the assets of the Company
within the meaning of Code Section 409A and the regulations and other guidance promulgated
thereunder; instead such Awards shall be distributed or payable in accordance with the Award’s
applicable terms.



     (h) Non-employee Directors of the Company shall be entitled to defer the receipt of any Shares
that may become issuable to them under any Award in accordance with the terms of the



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1996 Directors’ Deferral Plan, as the same may be hereinafter amended, or any other plan that
may be established by the Company that provides for the deferred receipt of such Shares.




     (i) Employees of the Company shall be entitled to defer the receipt of any Shares that may
become issuable to them under any Award in accordance with the terms of the Deferred Compensation
and Retirement Benefit Restoration Plan, as the same may be hereinafter amended, or any other plan
that may be established by the Company that provides for the deferred receipt of such Shares.



     Section 12. Amendments And Termination.



     (a) Except to the extent prohibited by applicable law and unless otherwise expressly provided
in an Award Agreement or in the Plan, the Board may amend, alter, suspend, discontinue, or
terminate the Plan or any portion thereof at any time; provided, however, that no such amendment,
alteration, suspension, discontinuation or termination shall be made without (i) shareholder
approval (A) if the effect thereof is to increase the number of Shares available for issuance under
the Plan or to expand the class of persons eligible to participate in the Plan or (B) if such
approval is necessary to comply with any tax or regulatory requirement for which or with which the
Board deems it necessary or desirable to qualify or comply or (ii) the consent of the affected
Participant, if such action would adversely affect the rights of such Participant under any
outstanding Award. Notwithstanding anything to the contrary herein, the Committee may amend the
Plan in such manner as may be necessary to enable the Plan to achieve its stated purposes in any
jurisdiction outside the United States in a tax-efficient manner and in compliance with local rules
and regulations. In all events, no termination or amendment shall be made in a manner that is
inconsistent with the requirements under Code Section 409A to allow for tax deferral.



     (b) The Committee may waive any conditions or rights under, amend any terms of, or amend,
alter, suspend, discontinue or terminate, any Award theretofore granted, prospectively or
retroactively, without the consent of any relevant Participant or holder or beneficiary of an
Award, provided, however, that no such action shall impair the rights of any affected Participant
or holder or beneficiary under any Award theretofore granted under the Plan; and provided further
that, except as provided in Section 5(e), no such action shall reduce the exercise price, grant
price or purchase price of any Award established at the time of grant thereof and provided further,
that the Committee’s authority under this Section 12(b) is limited in the case of Awards subject to
Section 11(f), as set forth in Section 11(f) and provided further, that the Committee may not act
under this Section 12(b) in a way that is inconsistent with the requirements under Code Section
409A to allow for tax deferral. In no event shall an outstanding Option or Stock Appreciation
Right be cancelled and replaced with a new Option or Stock Appreciation Right with a lower exercise
price, without approval of the Company’s shareholders, except as provided in Section 5(e).



     (c) Except as noted in Section 11(f), the Committee shall be authorized to make adjustments in
the terms and conditions of, and the criteria included in, Awards in recognition of events
(including, without limitation, the events described in Section 5(e)) affecting the Company, or the
financial statements of the Company, or of changes in applicable laws, regulations or accounting
principles, whenever the Committee determines that such adjustments are appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended to be made available
under the Plan.



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     (d) Any provision of the Plan or any Award Agreement to the contrary notwithstanding, in
connection with a Business Combination, the Committee may cause any Award granted hereunder to be
canceled in consideration of a cash payment or alternative Award made to the holder of such
canceled Award equal in value to the Fair Market Value of such canceled Award.



     (e) The Committee may correct any defect, supply any omission, or reconcile any inconsistency
in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan
into effect or to otherwise comply with the requirements of Code Section 409A so as to avoid
adverse tax consequences under Code Section 409A.



     Section 13. Miscellaneous.



     (a) No employee, Participant or other person shall have any claim to be granted any Award
under the Plan, and there is no obligation for uniformity of treatment of employees, Participants,
or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not
be the same with respect to each recipient.



     (b) The Committee may delegate to one or more officers or managers of the Company, or a
committee of such officers or managers, the authority, subject to such terms and limitations as the
Committee shall determine, to grant Awards to, or to cancel, modify, waive rights with respect to,
alter, discontinue, suspend or terminate Awards held by, employees who are not officers or
directors of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as
amended; provided, however, that any delegation to management shall conform with the requirements
of the corporate law of New Jersey and with the requirements, if any, of the New York Stock
Exchange, in either case as in effect from time to time.



     (c) The Company shall be authorized to withhold from any Award granted or any payment due or
transfer made under any Award or under the Plan or from any compensation or other amount owing to a
Participant the amount (in cash, Shares, other securities, other Awards, or other property) of
withholding taxes due in respect of an Award, its exercise, or any payment or transfer under such
Award or under the Plan and to take such other action (including, without limitation, providing for
elective payment of such amounts in cash, Shares, other securities, other Awards or other property
by the Participant) as may be necessary in the opinion of the Company to satisfy all obligations
for the payment of such taxes.



     (d) Nothing contained in the Plan shall prevent the Company from adopting or continuing in
effect other or additional compensation arrangements, and such arrangements may be either generally
applicable or applicable only in specific cases.



     (e) The grant of an Award shall not be construed as giving a Participant the right to be
retained in the employ of the Company or any Affiliate. Further, the Company or the applicable
Affiliate may at any time dismiss a Participant from employment, free from any liability, or any
claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement or
in any other agreement binding the parties. The receipt of any Award under the Plan is not intended
to confer any rights on the receiving Participant except as set forth in such Award.



     (f) If any provision of the Plan or any Award is or becomes or is deemed to be invalid,
illegal, or unenforceable in any jurisdiction, or as to any person or Award, or would disqualify
the Plan or any Award under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to applicable laws, or if it cannot be so construed or
deemed amended without, in the determination of the Committee, materially altering the intent



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of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or
Award, and the remainder of the Plan and any such Award shall remain in full force and effect.



     (g) Neither the Plan nor any Award shall create or be construed to create a trust or separate
fund of any kind or a fiduciary relationship between the Company and a Participant or any other
person. To the extent that any person acquires a right to receive payments from the Company
pursuant to an Award, such right shall be no greater than the right of any unsecured general
creditor of the Company.



     (h) No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and
the Committee shall determine whether cash, other securities or other property shall be paid or
transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights
thereto shall be canceled, terminated or otherwise eliminated.



     Section 14. Effective Date Of Plan.



     The Plan shall be effective as of the date of its approval by the stockholders of the Company.



     Section 15. Term Of The Plan.



     No Award shall be granted under the Plan after the tenth anniversary of the effective date.
However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any
Award theretofore granted may extend beyond such date, and the authority of the Committee to amend,
alter, adjust, suspend, discontinue, or terminate any such Award, or to waive any conditions or
rights under any such Award, and the authority of the Board to amend the Plan, shall extend beyond
such date.




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