Exhibit 10(a) 

EMPLOYMENT AGREEMENT

                    AGREEMENT, dated as of the 1st day of January, 2009 (this “Agreement”), by and between Becton, Dickinson and Company, a New Jersey corporation (the “Company”), and _____________ (the “Executive”).

                    WHEREAS, the Board of Directors of the Company (the “Board”), has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined herein). The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive’s full attention and dedication to the Company in the event of any threatened or pending Change of Control. Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement.

 NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

 Section 4.    Certain
        Definitions.

                    (a)     “Effective Date” means the first date during the Change of Control Period (as defined herein) on which a Change of Control occurs. Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs and if the Executive’s employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (1) was at the request of a third party that has taken steps reasonably calculated to effect a Change of Control or (2) otherwise arose in connection with or anticipation of a Change of Control, then “Effective Date” means the date immediately prior to the date of such termination of employment.

                    (b)     “Change of Control Period” means the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided, however, that, commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof, the “Renewal Date”), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless, at least 60 days prior to the Renewal Date, the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.

                    (c)     “Affiliated Company” means any company controlled by, controlling or under common control with the Company.

                    (d)     “Change of Control” means:

                             (1)      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

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 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 1(d), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee 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 Sections 1(d)(3)(A), 1(d)(3)(B) and 1(d)(3)(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 Comm
on Stock and/or the Outstanding Company Voting Securities, as applicable, to reverse such acquisition of 25% or more thereof.

                              (2)
       Individuals who, as of the date hereof, 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 the date hereof whose
    election, or nomination for election 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 consents
    by or on behalf of a Person other than the Board.

                             (3)
       Consummation of a reorganization, merger, consolidation or sale or other
  disposition of all or substantially 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

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                             (4)
       Approval by the shareholders of the Company of a complete liquidation or
  dissolution of the Company.

 Section 5.    Employment
        Period. The
        Company hereby agrees to continue the Executive in its employ, subject
        to the terms and conditions of this Agreement, for the period commencing
        on the Effective Date and ending on the second anniversary of the Effective
        Date (the “Employment Period”). The Employment Period shall
        terminate upon the Executive’s termination of employment for any
        reason.

 Section 6.    Terms
        of Employment.

                    (a)     Position and Duties.

                            (1)
       During the Employment Period, (A) the Executive’s position, authority,
    duties and responsibilities (including offices, titles and reporting requirements)
    shall be at least commensurate in all material respects with the most significant
    of those held, exercised and assigned at any time during the 120-day period
    immediately preceding the Effective Date and (B) the Executive’s services
    shall be performed at the office where the Executive was employed immediately
    preceding the Effective Date or at any other location less than 35 miles
    from such office.

                             (2)
       During the Employment Period, and excluding any periods of vacation and sick
  leave to which the Executive is entitled, the Executive agrees to devote
  reasonable attention and time during normal business hours to the business
  and affairs of the Company and, to the extent necessary to discharge the
  responsibilities assigned to the Executive hereunder, to use the Executive’s
    reasonable best efforts to perform faithfully and efficiently such responsibilities.
    During the Employment Period, it shall not be a violation of this Agreement
    for the Executive to (A) serve on corporate, civic or charitable boards or
    committees, (B) deliver lectures, fulfill speaking engagements or teach at
    educational institutions and (C) manage personal investments, so long as
    such activities do not significantly interfere with the performance of the
    Executive’s responsibilities as an employee of the Company in accordance
    with this Agreement. It is expressly understood and agreed that, to the extent
    that any such activities have been conducted by the Executive prior to the
    Effective Date, the continued conduct of such activities (or the conduct
    of activities similar in nature and scope thereto) subsequent to the Effective
    Date shall not thereafter be deemed to interfere with the performance of
    the Executive’s responsibilities to the Company.

                    (b)     Compensation.

                             (1)     Base
        Salary. During
        the Employment Period, the Executive shall receive an annual base salary
        (the “Annual Base Salary”) at an annual rate at least equal
        to 12 times the highest monthly base salary paid or payable, including
        any base salary that has been earned but deferred, to the Executive by
        the Company and the Affiliated Companies in respect of the 12-month period
        immediately preceding the month in which the Effective Date occurs. The
        Annual Base Salary shall be paid at such intervals as the Company pays
        executive salaries generally. During the Employment Period, the Annual
        Base Salary shall be reviewed at least annually, beginning no more than
        12 months after the last salary increase awarded to the Executive

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 prior to the Effective Date. Any increase in the Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. The Annual Base Salary shall not be reduced after any such increase and the term “Annual Base Salary” shall refer to the Annual Base Salary as so increased.

                             (2)     Annual
        Bonus. In
        addition to the Annual Base Salary, the Executive shall be awarded, for
        each fiscal year ending during the Employment Period, an annual bonus
        (the “Annual Bonus”) in cash at least equal to the Recent Annual
        Bonus. “Recent Annual Bonus” shall mean the Executive’s
        average bonus earned under the Company’s Performance Incentive Plan,
        or any comparable bonus under any predecessor or successor plan, for
        the last three full fiscal years prior to the Effective Date (or for
        such lesser number of full fiscal years prior to the Effective Date for
        which the Executive was eligible to earn such a bonus, and annualized
        in the case of any bonus earned for a partial fiscal year). Notwithstanding
        the foregoing, the “Recent Annual Bonus” shall mean the amount
        determined by multiplying (i) the Executive’s target annual bonus
        percentage in effect for the fiscal year in which the Effective Date
        occurs times (ii) the Annual Base Salary, if that amount is higher than
        the amount determined pursuant to the preceding sentence, or if the Executive
        has not been eligible to earn such a bonus for any period prior to the
        Effective Date. Each such Annual Bonus shall be paid no later than the
        15th day of the third month of the fiscal year next following the fiscal
        year for which the Annual Bonus is awarded, unless the Executive shall
        elect to defer the receipt of such Annual Bonus pursuant to the terms
        and conditions of a nonqualified deferred compensation plan otherwise
        maintained by the Company for which the Executive is eligible to participate.

                             (3)     Incentive,
        Savings and Retirement Plans. During
        the Employment Period, the Executive shall be entitled to participate
        in all cash incentive, equity incentive, savings and retirement plans,
        practices, policies, and programs applicable generally to other peer
        executives of the Company and the Affiliated Companies, but in no event
        shall such plans, practices, policies and programs provide the Executive
        with incentive opportunities (measured with respect to both regular and
        special incentive opportunities, to the extent, if any, that such distinction
        is applicable), savings opportunities and retirement benefit opportunities,
        in each case, less favorable, in the aggregate, than the most favorable
        of those provided by the Company and the Affiliated Companies for the
        Executive under such plans, practices, policies and programs as in effect
        at any time during the 120-day period immediately preceding the Effective
        Date or, if more favorable to the Executive, those provided generally
        at any time after the Effective Date to other peer executives of the
        Company and the Affiliated Companies.

                             (4)     Welfare
        Benefit Plans. During
        the Employment Period, the Executive and/or the Executive’s family,
        as the case may be, shall be eligible for participation in and shall
        receive all benefits under welfare benefit plans, practices, policies
        and programs provided by the Company and the Affiliated Companies (including,
        without limitation, medical, prescription, dental, disability, employee
        life, group life, accidental death and travel accident insurance plans
        and programs) to the extent applicable generally to other peer executives
        of the Company and the Affiliated Companies, but in no event shall such
        plans, practices, policies and programs provide the Executive with benefits
        that are less favorable, in the aggregate, than the most favorable of
        such plans, practices, policies and programs in effect for the Executive
        at any time during the 120-day period immediately preceding the Effective
        Date or, if more favorable to

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 the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and the Affiliated Companies.

                             (5)     Expenses. During
    the Employment Period, the Executive shall be entitled to receive prompt
    reimbursement for all reasonable expenses incurred by the Executive in accordance
    with the most favorable policies, practices and procedures of the Company
    and the Affiliated Companies in effect for the Executive at any time during
    the 120-day period immediately preceding the Effective Date or, if more favorable
    to the Executive, as in effect generally at any time thereafter with respect
    to other peer executives of the Company and the Affiliated Companies.

                             (6)     Fringe
        Benefits. During
        the Employment Period, the Executive shall be entitled to fringe benefits,
        including, without limitation, tax and financial planning services and,
        if applicable, payment of club dues and use of an automobile and payment
        of related expenses, in accordance with the most favorable plans, practices,
        programs and policies of the Company and the Affiliated Companies in
        effect for the Executive at any time during the 120-day period immediately
        preceding the Effective Date or, if more favorable to the Executive,
        as in effect generally at any time thereafter with respect to other peer
        executives of the Company and the Affiliated Companies.

                            (7)     Office
        and Support Staff. During
        the Employment Period, the Executive shall be entitled to an office or
        offices of a size and with furnishings and other appointments, and to
        secretarial and other assistance, at least equal to the most favorable
        of the foregoing provided to the Executive by the Company and the Affiliated
        Companies at any time during the 120-day period immediately preceding
        the Effective Date or, if more favorable to the Executive, as provided
        generally at any time thereafter with respect to other peer executives
        of the Company and the Affiliated Companies.

                            (8)     Vacation. During
    the Employment Period, the Executive shall be entitled to paid vacation in
    accordance with the most favorable plans, policies, programs and practices
    of the Company and the Affiliated Companies as in effect for the Executive
    at any time during the 120-day period immediately preceding the Effective
    Date or, if more favorable to the Executive, as in effect generally at any
    time thereafter with respect to other peer executives of the Company and
    the Affiliated Companies.

 Section 7.    Termination
        of Employment.

                    (a)     Death or Disability. The Executive’s employment shall terminate automatically if the Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of “Disability”), it may give to the Executive written notice in accordance with Section 11(b) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided 
that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. “Disability” means the absence of the Executive from the Executive’s duties with the Company on a full-time basis for 180 consecutive

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 business days as a result of incapacity due to mental or physical illness that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative.

                    (b)     Cause. The Company may terminate the Executive’s employment during the Employment Period for Cause. “Cause” means:

                              (1)       the willful and continued failure of the Executive to perform substantially
  the Executive’s duties (as contemplated by Section 3(a)(1)(A)) with
    the Company or any Affiliated Company (other than any such failure resulting
    from incapacity due to physical or mental illness or following the Executive’s
    delivery of a Notice of Termination for Good Reason), after a written demand
    for substantial performance is delivered to the Executive by the Board or
    the Chief Executive Officer of the Company that specifically identifies the
    manner in which the Board or the Chief Executive Officer of the Company believes
    that the Executive has not substantially performed the Executive’s duties,
    or

                              (2)
       the willful engaging by the Executive in illegal conduct or gross misconduct
  that is materially and demonstrably injurious to the Company.

 For purposes of this Section 4(b), no act, or failure to act, on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer of the Company or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membershi
p of the Board (excluding the Executive, if the Executive is a member of the Board) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel for the Executive, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in Section 4(b)(1) or 4(b)(2), and specifying the particulars thereof in detail.

                    (c)     Good Reason. The Executive’s employment may be terminated by the Executive for Good Reason or by the Executive voluntarily without Good Reason. “Good Reason” means:

                             (1)       the assignment to the Executive of any duties inconsistent in any significant
  respect with the Executive’s position, authority, duties or responsibilities
    as contemplated by Section 3(a), or any significant diminution in such position,
    authority, duties or responsibilities (including offices, titles and reporting
    requirements), excluding for this purpose an inadvertent action not taken
    in bad faith and that is remedied by the Company promptly after receipt of
    notice thereof given by the Executive;

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                             (2)       any failure by the Company to comply with any of the provisions of Section
  3(b), other than an inadvertent failure not occurring in bad faith and that
  is remedied by the Company promptly after receipt of notice thereof given
  by the Executive;

                             (3)       the Company’s requiring the Executive (i) to be based at any office
    or location other than as provided in Section 3(a)(1)(B), (ii) to be based
    at a location other than the principal executive offices of the Company if
    the Executive was employed at such location immediately preceding the Effective
    Date, or (iii) to travel on Company business to a substantially greater extent
    than required immediately prior to the Effective Date;

                             (4)       any purported termination by the Company of the Executive’s employment
    otherwise than as expressly permitted by this Agreement; or

                             (5)       any failure by the Company to comply with and satisfy Section 10(c).

 For purposes of this Section 4(c), any determination of Good Reason made by the Executive shall be conclusive, provided such determination is made in good faith and on the basis of facts that the Executive reasonably believed to constitute Good Reason.

 No event described above shall constitute Good Reason unless the Executive has given written notice to the Company of the existence of the event within 90 days after the initial occurrence of such event and the Company has not remedied such within 30 days of receipt of such notice.

                    (d)     Notice of Termination. Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 11(b). “Notice of Termination” means a written notice that (1) indicates the specific termination provision in this Agreement relied upon, (2) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (3) if the Date of Termination (as defined herein) is other than the date of receipt of such notice, specifies the Date of Termination (which Date of Termination shall be
 not more than 30 days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s respective rights hereunder.

                    (e)     Date of Termination. “Date of Termination” means (1) if the Executive’s employment is terminated by the Company for Cause, or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified in the Notice of Termination (which date shall not be more than 30 days after the giving of such notice), as the case may be, (2) if the Executive’s employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination, and (3) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of
 the Executive or the Disability Effective Date, as the case may be.

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 Section 8.    Obligations
        of the Company upon Termination.

                    (a)     Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates the Executive’s employment other than for Cause, Death or Disability or the Executive terminates employment for Good Reason:

                             (1)       the Company shall pay to the Executive, in a lump sum in cash within 30 days
  after the Date of Termination, the aggregate of the following amounts:

                                       (A)       the sum of (i) the Executive’s Annual Base Salary through the Date of
    Termination to the extent not theretofore paid, (ii) the product of (x) the
    higher of (I) the Executive’s average bonus earned under the Company’s
    Performance Incentive Plan, or any comparable bonus under any predecessor
    or successor plan, for the last three full fiscal years prior to the Date
    of Termination (or for such lesser number of full fiscal years prior to the
    Date of Termination for which the Executive was eligible to earn such a bonus,
    and annualized in the case of any bonus earned for a partial fiscal year)
    and (II) the Annual Bonus paid or payable, to the Executive with respect
    to the fiscal year that includes the Date of Termination, with the amount
    of such Annual Bonus being determined based on the assumption that the target
    level of performance has been achieved (the “Target Bonus”) (such
    higher amount, the “Highest Annual Bonus”) and (y) a fraction,
    the numerator of which is the number of days in the current fiscal year through
    the Date of Termination and the denominator of which is 365, and (iii) any
    accrued vacation pay, in each case, to the extent not theretofore paid (the
    sum of the amounts described in subclauses (i), (ii) and (iii), the “Accrued
    Obligations”); provided, however, that if the Executive had previously
    elected to defer all or any part of the Accrued Obligations pursuant to a
    nonqualified deferred compensation plan otherwise maintained by the Company,
    such amounts shall be deferred pursuant to such deferral election;

                                       (B)       the amount equal to the product of (i) three and (ii) the sum of (x) the
  Executive’s Annual Base Salary and (y) the Highest Annual Bonus.

                                      (C)       an amount equal to the excess of (i) the actuarial equivalent of the benefit
  under the Company’s qualified defined benefit retirement plan (the “Retirement
    Plan”) (utilizing actuarial assumptions no less favorable to the Executive
    than those in effect under the Retirement Plan immediately prior to the Effective
    Date) and any excess or supplemental retirement plan in which the Executive
    participates (collectively, the “SERP”) that the Executive would
    receive if the Executive’s employment continued for three years after
    the Date of Termination, assuming for this purpose that (1) all accrued benefits
    are fully vested, (2) that the Executive’s compensation in each of the
    three years is that required by Sections 3(b)(1) and 3(b)(2), and (3) that
    the Executive is three years older than the Executive is on the Date of Termination,
    over (ii) the actuarial equivalent of the Executive’s actual benefit
    (paid or payable), if any, under the Retirement Plan and the SERP as of the
    Date of Termination;

                           (2)       for
    three years after the Executive’s Date of Termination, or such longer
    period as may be provided by the terms of the appropriate plan, program,
    practice or policy, the Company shall continue welfare benefits to the Executive
    and/or the Executive’s family at least equal to those that would have
    been provided to them in accordance with the plans, programs, practices and
    policies described in Section 3(b)(4) if the Executive’s employment
    had not

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 been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies and their families, provided, however, that, if the Executive becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the Date of Termination and to have retired on the l
ast day of such period;

                             (3)       the Company shall, at its sole expense as incurred, provide the Executive
  with outplacement services the scope and provider of which shall be selected
  by the Executive in the Executive’s sole discretion; provided,
    that: (a) the cost of such outplacement service shall not exceed the lesser
    of (i) 30% of the sum of the Executive’s Annual Base Salary and Target
    Bonus and (ii) $100,000 and (b) the Company shall only pay the cost of
    such outplace-ment services actually incurred during the period beginning
    on the Executive’s Date of Termination and ending on the last day of
    the second year following the year within which the Executive’s Date
    of Termination occurred.

                             (4)       to the extent not theretofore paid or provided, the Company shall timely
  pay or provide to the Executive any other amounts or benefits required to
  be paid or provided or that the Executive is eligible to receive as determined
  under the terms of any plan, program, policy or practice or contract or agreement
  of the Company and the Affiliated Companies (such other amounts and benefits,
  the “Other Benefits”).

                    (b)     Death. If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Period, the Company shall provide the Executive’s estate or beneficiaries with the Accrued Obligations and the timely payment or delivery of the Other Benefits, and shall have no other severance obligations under this Agreement. The Accrued Obligations shall be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination. With respect to the provision of the Other Benefits, the term “Other Benefits” as utilized in this Section 5(b) shall include, without limitation, and the Executive’s estate and/or beneficiaries shall
be entitled to receive, benefits at least equal to the most favorable benefits provided by the Company and the Affiliated Companies to the estates and beneficiaries of peer executives of the Company and the Affiliated Companies under such plans, programs, practices and policies relating to death benefits, if any, as in effect with respect to other peer executives and their beneficiaries at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive’s estate and/or the Executive’s beneficiaries, as in effect on the date of the Executive’s death with respect to other peer executives of the Company and the Affiliated Companies and their beneficiaries.

                    (c)     Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Period, the Company shall provide the Executive with the Accrued Obligations and the timely payment or delivery of the Other Benefits, and shall have no other severance obligations under this Agreement provided, however, that if the

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 Executive had previously elected to defer all or any part of the Accrued Obligations pursuant to a nonqualified deferred compensation plan otherwise maintained by the Company, such deferred amounts shall be paid pursuant to the terms of the nonqualified deferred compensation plan governing the payment of such amounts upon the Executive’s disability. The Accrued Obligations that have not been deferred by the Executive shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. With respect to the provision of the Other Benefits, the term “Other Benefits” as utilized in this Section 6(c) shall include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits at least equal to the most favorable of those generally provided by the Company and the Affiliated Companies to disabled executives and/or their families in accordance with such plans, programs, practices and po
licies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive’s family, as in effect at any time thereafter generally with respect to other peer executives of the Company and the Affiliated Companies and their families.

                    (d)     Cause; Other Than for Good Reason. If the Executive’s employment is terminated for Cause during the Employment Period, the Company shall provide to the Executive (1) the Executive’s Annual Base Salary through the Date of Termination, (2) the amount of any compensation previously deferred by the Executive, and (3) the Other Benefits, in each case, to the extent theretofore unpaid, and shall have no other severance obligations under this Agreement. If the Executive voluntarily terminates employment during the Employment Period, excluding a termination for Good Reason, the Company shall provide to the Executive the Accrued Obligations and the timely payment or delivery of the Other Benefits, and shall have no other s
everance obligations under this Agreement. In such case, all the Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination, unless the Executive had previously elected to defer all or any part of the Accrued Obligations pursuant to a nonqualified deferred compensation plan otherwise maintained by the Company, in which case such amounts shall be deferred pursuant to such deferral election.

 Section 9.    Non-exclusivity
        of Rights. Nothing
        in this Agreement shall prevent or limit the Executive’s continuing
        or future participation in any plan, program, policy or practice provided
        by the Company or the Affiliated Companies and for which the Executive
        may qualify, nor, subject to Section 11(f), shall anything herein limit
        or otherwise affect such rights as the Executive may have under any other
        contract or agreement with the Company or the Affiliated Companies. Amounts
        that are vested benefits or that the Executive is otherwise entitled
        to receive under any plan, policy, practice or program of or any contract
        or agreement with the Company or the Affiliated Companies at or subsequent
        to the Date of Termination shall be payable in accordance with such plan,
        policy, practice or program or contract or agreement, except as explicitly
        modified by this Agreement. Notwithstanding the foregoing, if the Executive
        receives payments and benefits pursuant to Section 5(a) of this Agreement,
        the Executive shall not be entitled to any severance pay or benefits
        under any severance plan, program or policy of the Company and the Affiliated
        Companies, unless otherwise specifically provided therein in a specific
        reference to this Agreement.

 Section 10.   Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any

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 set-off, counterclaim, recoupment, defense, or other claim, right or action that the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from the Executive), to the full extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pu
rsuant to this Agreement), plus, in each case, interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”).

 Section 11.   Certain Additional Payments by the Company.

                    (a)      Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any Payment would be subject to the Excise Tax, then the Executive shall be entitled to receive an additional payment (the “Gross-Up Payment”) in an amount such that, after payment by the Executive of all taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 8(a), if it shall be determined that the Executive is entitled to the Gross-Up Payment,
 but that the Parachute Value of all Payments do not exceed 110% of the Safe Harbor Amount, then no Gross-Up Payment shall be made to the Executive and the amounts payable under this Agreement shall be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the payments under Section 5(a)(1)(B). For purposes of reducing the Payments to the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. If the reduction of the amount payable under this Agreement would not result in a reduction of the Parachute Value of all Payments to the Safe Harbor Amount, no amounts payable under the Agreement shall be reduced pursuant to this Section 8(a). The Company’s obligation to make Gross-Up Payments under this Section 8 shall not be conditioned upon the Executive’s termination of employment.

                    (b)      Subject to the provisions of Section 8(c), all determinations required to be made under this Section 8, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by such nationally recognized certified public accounting firm as may be designated by the Executive (the “Accounting Firm”), subject to any required pre-approval of the Audit Committee of the Board. The Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the
individual, entity or group effecting the Change of Control, the Executive may

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 appoint another nationally recognized
    accounting firm to make the determinations required hereunder (which accounting
    firm shall then be referred to as the Accounting Firm hereunder). All fees
    and expenses of the Accounting Firm shall be borne solely by the Company.
    Any Gross-Up Payment, as determined pursuant to this Section 8, shall be
    paid by the Company to the Executive within 5 days of the receipt of the
    Accounting Firm’s determination, but in no event later than the end
    of the calendar year next following the calendar year in which the Executive
    pays the tax to which the Gross-Up Payment pertains. Any determination by
    the Accounting Firm shall be binding upon the Company and the Executive.
    As a result of the uncertainty in the application of Section 4999 of the
    Code at the time of the initial determination by the Accounting Firm hereunder,
    it is possible that Gross-Up Payments that will not have been made by the
    Company should have been made (the “Underpayment”), consistent
    with the calculations required to be made hereunder. In the event the Company
    exhausts its remedies pursuant to Section 8(c) and the Executive thereafter
    is required to make a payment of any Excise Tax, the Accounting Firm shall
    determine the amount of the Underpayment that has occurred and any such Underpayment
    shall be promptly paid by the Company to or for the benefit of the Executive.

                    (c)      The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than 10 business days after the Executive is informed in writing of such claim. The Executive shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that the Company desi
res to contest such claim, the Executive shall:

                              (1)       give the Company any information reasonably requested by the Company relating
  to such claim,

                             (2)       take such action in connection with contesting such claim as the Company
  shall reasonably request in writing from time to time, including, without
  limitation, accepting legal representation with respect to such claim by
  an attorney reasonably selected by the Company,

                              (3)       cooperate with the Company in good faith in order effectively to contest
  such claim, and

                              (4)       permit the Company to participate in any proceedings relating to such claim;

 provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest, and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 8(c), the

 12






 Company shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that, if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executiv
e harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties) imposed with respect to such advance or with respect to any imputed income in connection with such advance; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which the Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

                    (d)      If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 8(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company’s complying with the requirements of Section 8(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 8(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven
 and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

                    (e)      Notwithstanding any other provision of this Section 8, the Company may, in its sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of the Executive, all or any portion of the Gross-Up Payment, and the Executive hereby consents to such withholding.

                    (f)      Definitions. The following terms shall have the following meanings for purposes of this Section 8.

                             (1)       “Excise
    Tax” shall mean the excise tax imposed by Section 4999 of the Code,
    together with any interest or penalties imposed with respect to such excise
    tax.

                             (2)       The “Net After-Tax Amount” of a Payment shall mean the Value of
    a Payment net of all taxes imposed on the Executive with respect thereto
    under Sections 1 and 4999 of the Code and applicable state and local law,
    determined by applying the highest marginal rates that are expected to apply
    to the Executive’s taxable income for the taxable year in which the
    Payment is made.

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                             (3)       “Parachute
    Value” of a Payment shall mean the present value as of the date of the
    change of control for purposes of Section 280G of the Code of the portion
    of such Payment that constitutes a “parachute payment” under Section
    280G(b)(2), as determined by the Accounting Firm for purposes of determining
    whether and to what extent the Excise Tax will apply to such Payment.

                             (4)       A “Payment” shall mean any payment or distribution in the nature
    of compensation (within the meaning of Section 280G(b)(2) of the Code) to
    or for the benefit of the Executive, whether paid or payable pursuant to
    this Agreement or otherwise.

                             (5)       The “Safe Harbor Amount” means the maximum Parachute Value of all
    Payments that the Executive can receive without any Payments being subject
    to the Excise Tax.

                             (6)       "Value" of
    a Payment shall mean the economic present value of a Payment as of the date
    of the change of control for purposes of Section 280G of the Code, as determined
    by the Accounting Firm using the discount rate required by Section 280G(d)(4)
    of the Code.

 Section 12.   Confidential Information. The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or the Affiliated Companies, and their respective businesses, which information, knowledge or data shall have been obtained by the Executive during the Executive’s employment by the Company or the Affiliated Companies and which information, knowledge or data shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge
 or data to anyone other than the Company and those persons designated by the Company. In no event shall an asserted violation of the provisions of this Section 9 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

 Section 13.   Successors.

                    (a)      This Agreement is personal to the Executive, and, without the prior written consent of the Company, shall not be assignable by the Executive other than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

                    (b)      This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. Except as provided in Section 10(c), without the prior written consent of the Executive this Agreement shall not be assignable by the Company.

                    (c)      The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succes-

 14






 sion had taken place. “Company” means the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid that assumes and agrees to perform this Agreement by operation of law or otherwise.

 Section 14.   Miscellaneous.

                    (a)       This
  Agreement shall be governed by and construed in accordance with the laws
  of the State of New Jersey, without reference to principles of conflict of
  laws. The captions of this Agreement are not part of the provisions hereof
  and shall have no force or effect. This Agreement may not be amended or modified
  other than by a written agreement executed by the parties hereto or their
  respective successors and legal representatives.

                    (b)      All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:


  	
	if to the Executive:

          ___________

	 
	if to the Company:
	Becton, Dickinson and Company
	1 Becton Drive
	Franklin Lakes, NJ 07417-1880
	Attention: General Counsel






 or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

                    (c)      The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

                    (d)      The Company may withhold from any amounts payable under this Agreement such United States federal, state or local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

                    (e)      The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to Sections 4(c)(1) through 4(c)(5), shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

                    (f)       The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the employment of the Executive by the Company is “at will” and, subject to Section 1(a), prior to the Effective Date, the Executive’s employment may be terminated by either the

 15






 Executive or the Company at any time prior to the Effective Date, in which case the Executive shall have no further rights under this Agreement. From and after the Effective Date, except as specifically provided herein, this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof.

 12.      Compliance
        with Section 409A of the Code.       This
        Agreement is intended to comply with Section 409A of the Internal Revenue
        Code of 1986, as amended (the "Code"), and will be interpreted in a manner
        intended to comply with Section 409A of the Code. Each payment made under
        this Agreement shall be designated as a "separate payment" within the
        meaning of Section 409A of the Code. Notwithstanding anything herein
        to the contrary, (i) if at the time of termination of employment, Executive
        is a "specified employee", as determined in accordance with procedures
        adopted by the Company that reflect the requirements of Section 409A(a)(2)(B)(i)
        of the Code (and any applicable guidance thereunder), and the deferral
        of the commencement of any payments or benefits otherwise payable hereunder
        as a result of such term ination of employment is necessary to comply
        with Section 409A of the Code (after giving effect to all relevant exceptions
        including the exception for amounts qualifying as "short term deferrals"),
        then the Company shall defer the commencement of payment of any such
        payments or benefits hereunder (without any reduction in such payments
        or benefits ultimately paid or provided) and accumulate such amounts
        with interest at a reasonable rate until the first day of the seventh
        month following the termination of the employment (or, if earlier, the
        date of the Executive's death) at which time the accumulated amounts
        with interest shall be paid; and (ii) if any other payments of money
        or other benefits due to Executive hereunder could result in a violation
        of Section 409A of the Code, such payments or other benefits shall be
        deferred if deferral will make such payment or other benefits compliant
        under Section 409A of the Code, or otherwise such payment or other benefits
        shall be restructured, to the extent possible, in a manner, determined
        by the Company, that does not cause such a violation. To the extent any
        reimbursements, gross-ups, or in-kind benefits due to Executive under
        this Agreement constitute "deferred compensation" under Section 409A
        of the Code, any such reimbursements, gross-ups, or in-kind benefits
        shall be paid no later than the last day of the calendar year next following
        the calendar year in which the expense was incurred or the tax was paid,
        as applicable, and in a manner consistent with Treas. Reg. §§ 1.409A-3(i)(1)(iv)
        and (v), as applicable. Any reimbursement (other than medical reimbursements
        described in Treas. Reg. § 1.409A-3(i)(1)(iv)(B))
        or in-kind benefits provided during a calendar year shall not affect
        the amount of reimbursement or in-kind benefits in any other calendar
        year.

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                    IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from the Board, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first above written.


  		
	  

	[Name]
	 	 
	 	 
	 	 
	BECTON, DICKINSON
          AND COMPANY
	 	 
	 	                                                                  
	By
	 
	Name:
	Title






  

 

 

 

 

 

 

 

 

 

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