Exhibit 10(p)


Terms
of Awards Under

2004 Employee and Director Equity-Based Compensation Plan (the “Plan”)


Capitalized
terms used herein that are not defined shall have the same meaning as set forth
in the Plan.


	
 

	
 

	
 


	
1.

	
Stock
 Options


	
 

	
 


	
 

	
(a)

	
Vesting
 Period: Ratably over four (4) years, with
 twenty-five percent (25%) becoming exercisable on each of the first, second,
 third and fourth anniversary of the grant date, except as provided in the
 Plan.


	
 

	
 

	
 


	
 

	
(b)

	
Term:
 Ten (10) years from grant date.


	
 

	
 

	
 


	
 

	
(c)

	
Exercise
 Price: Fair market value of BD common stock on grant
 date.


	
 

	
 

	
 


	
 

	
(d)

	
Form:
 Non-qualified stock options.


	
 

	
 

	
 


	
 

	
(e)

	
Forfeiture:
 Subject to forfeiture if (a) the grantee violates any agreement of non-competition
 with BD, or any agreement of non-disclosure of confidential information of
 BD, or (b) if grantee commits acts or omissions that would have been the
 basis for termination for Cause during the grantee’s employment.


	
 

	
 

	
 


	
 

	
(f)

	
Retention
 Requirements: If an option is exercised during the
 grantee’s employment, the grantee is required to hold seventy-five percent
 (75%) of the net after-tax gain resulting from such exercise in shares of BD
 common stock for a period of 12 months from the date of exercise.


	
 

	
 

	
 


	
2.

	
Stock
 Appreciation Rights (SARs)


	
 

	
 


	
 

	
(a)

	
Vesting
 Period: Ratably over four (4) years, with
 twenty-five percent (25%) becoming exercisable on each of the first, second,
 third and fourth anniversary of the grant date, except as provided in the Plan.


	
 

	
 

	
 


	
 

	
(b)

	
Term:
 Ten (10) years from grant date.


	
 

	
 

	
 


	
 

	
(c)

	
Exercise
 Price: Fair market value of BD common stock on grant
 date.


	
 

	
 

	
 


	
 

	
(d)

	
Settlement:
 Upon exercise, the holder receives shares of BD common stock equal in value
 to the amount by which the market price of the BD common stock on the date of
 exercise exceeds the exercise price.


	
 

	
 

	
 


	
 

	
(e)

	
Forfeiture:
 Subject to forfeiture if (a) the grantee violates any agreement of
 non-competition with BD, or any agreement of non-disclosure of confidential
 information of BD, or (b) if grantee commits acts or omissions that would
 have been the basis for termination for Cause during the grantee’s
 employment.












	
 

	
 

	
 


	
 

	
(f)

	
Retention
 Requirements: If a SAR is exercised during the
 holder’s employment, the holder is required to hold seventy-five percent
 (75%) of the net after-tax shares issued for a period of 12 months from the
 date of exercise.


	
 

	
 

	
 


	
3.

	
Performance
 Units


	
 

	
 


	
 

	
(a)

	
Vesting
 Period: Third anniversary of grant date.


	
 

	
 

	
 


	
 

	
(b)

	
Settlement:
 Performance Units are settled in shares of BD common stock. The number of
 shares distributed is based on BD’s performance against pre-established
 performance measures over the applicable performance period.


	
 

	
 

	
 


	
 

	
(c)

	
Performance
 Period: Three consecutive fiscal years, beginning
 with the fiscal year in which the award is granted.


	
 

	
 

	
 


	
 

	
(d)

	
Performance
 Measures: Consist primarily of BD’s Revenue Growth
 and Return on Invested Capital during the performance period. Payouts may
 range from zero to 200% of the award’s share target.


	
 

	
 

	
 


	
 

	
(e)

	
Dividend
 Equivalent Rights. Performance Units are issued in
 tandem with dividend equivalent rights.


	
 

	
 

	
 


	
 

	
(f)

	
Termination:
 Upon death or Disability, the grantee vests in a pro rata amount of the
 award’s share target. Upon Retirement or involuntary termination without
 Cause, the grantee vests in a pro rata amount of the shares that would have
 been distributable under the award had the grantee remained employed with BD
 through the vesting period.


	
 

	
 

	
 


	
4.

	
Career
 Shares


	
 

	
 


	
 

	
(a)

	
Vesting
 Period: First anniversary of the grantee’s
 Retirement from BD.


	
 

	
 

	
 


	
 

	
(b)

	
Settlement:
 Each Career Share entitles the grantee to one share of BD common stock upon
 vesting.


	
 

	
 

	
 


	
 

	
(c)

	
Dividend
 Equivalent Rights. Career Shares are issued in
 tandem with dividend equivalent rights.


	
 

	
 

	
 


	
 

	
(d)

	
Termination:
 Upon death, Disability or involuntary termination other than for Cause,
 Career Shares become fully vested.


	
 

	
 

	
 


	
 

	
(e)

	
Forfeiture:
 Subject to forfeiture in the event, at any time prior to the first
 anniversary of the grantee’s Retirement, the grantee violates non-compete
 covenant with BD.












	
 

	
 

	
 


	
5.

	
Time-Vested
 Restricted Stock Units


	
 

	
 


	
 

	
(a)

	
Vesting
 Period: Third anniversary of the grant date.


	
 

	
 

	
 


	
 

	
(b)

	
Settlement:
 Each Time-Vested Restricted Stock Unit entitles the grantee to one share of
 BD common stock upon vesting.


	
 

	
 

	
 


	
 

	
(c)

	
Dividend
 Equivalent Rights. Time-Vested Restricted Stock
 Units are issued in tandem with dividend equivalent rights.


	
 

	
 

	
 


	
 

	
(d)

	
Termination:
 Upon death, Disability, Retirement or involuntary termination other than for
 Cause, Time-Vested Restricted Stock Units become fully vested.