Form of Stock Option Award Certificate and Form of Stock Option Terms



 Exhibit 10by 
 C. R. BARD, INC. 
 2003 LONG TERM INCENTIVE PLAN 

Stock Option 
 Award Certificate 
  

					
	Granted To:	  	Grant Date:	  	                    ,
20    
			
	Employee Number:	  	Options Granted:	  	
			
		  	Exercise Price per Share:	  	
			
		  	Grant Expiration Date:	  	

 C. R. Bard, Inc., a New Jersey corporation (the “Corporation”) hereby grants you a Stock Option (the
“Option”) under the 2003 Long Term Incentive Plan of C. R. Bard, Inc., as amended from time-to-time (the “Plan”), to purchase the number of shares of the Corporation’s common stock shown above at the Exercise Price per Share
shown above, subject to the terms of this Award Certificate, the Plan and the attached Stock Option Terms and Conditions (the “Terms and Conditions”), which are incorporated herein by reference and are a part of this Award Certificate.

 Please sign and return the attached copy of this Award Certificate to: Royal Olson, 730 Central Avenue, Murray Hill, New Jersey 07974.

 I acknowledge receipt of, and understand and agree to, the terms of this Stock Option Award Certificate, the Plan, and the Terms and
Conditions. 
  

			
	  
	    	 
                        

	Employee Signature	    	Date
		
	  
	    	
	Print Name	    	

  

			
	Attachments:	  	 Stock Option Terms and Conditions
 2003 Long Term Incentive Plan
 Plan Prospectus dated
                    , 20    



This document constitutes part of a prospectus covering securities that have been registered under the 

Securities Act of 1933. 







 2003 LTIP – FORM OF STOCK OPTION TERMS AND CONDITIONS 

C. R. BARD, INC. 
 2003 LONG TERM INCENTIVE PLAN 
 Stock Option 

Terms and Conditions 
 Grant Date:                      
 C. R. Bard, Inc., a New Jersey corporation (the “Corporation”) has granted you a Stock Option (the “Option”) under the 2003 Long Term Incentive Plan of C. R. Bard, Inc., as amended
from time-to-time (the “Plan”). The Option provides you with the opportunity to purchase the number of shares of the Corporation’s common stock (the “Shares”) that is set forth in the Stock Option Award Certificate (the
“Award Certificate”) accompanying these Stock Option Terms and Conditions (the “Terms and Conditions”), at the price per share not less than the Fair Market Value of a Share on the Grant Date as set forth in the Award Certificate
(the “Exercise Price”). The Option is subject to the Plan, the Award Certificate, and these Terms and Conditions. All capitalized terms not otherwise defined in these Terms and Conditions or in the Award Certificate shall have the same
meaning set forth in the Plan. The Plan is administered by the Compensation Committee (the “Committee”) of the C. R. Bard, Inc. Board of Directors (the “Board”). 

 

	1.	Vesting. 

  

	 	(a)	Except as otherwise provided in Section 2, the term of the Option shall commence on the Grant Date and shall expire on the tenth anniversary of the Grant Date (the
“Grant Expiration Date”). 

  

	 	(b)	At any time, the portion of the Option that has become vested and exercisable as described in this Section 1 is hereinafter referred to as the “Vested
Portion.” 

  

	 	(c)	[Performance-based (based on earnings per share growth generally exclusive of items of an unusual or infrequent nature) and/or time-based vesting criteria]


  

	 	(d)	For the avoidance of doubt, you must be employed by the Corporation or one of its Subsidiaries on the date vesting occurs, which with respect to Section 1(c) will
occur upon the later of (i) the Board’s determination that the applicable targets have been achieved and (ii) public disclosure by the Corporation of the results of operations that are the basis for such determination.


 This document constitutes part of a prospectus covering securities that have been registered under

 the Securities Act of 1933. 








	 	(e)	Upon termination of your employment by reason of death, Retirement or Disability, the Option shall, to the extent not expired pursuant to Section 1(a) and not
vested and exercisable at that time, become fully vested and exercisable. 

  

	 	(f)	If you cease to be an employee of the Corporation or one of its Subsidiaries for any reason, the Committee may, in its sole discretion, accelerate the vesting of the
Option, or any portion thereof, which has not expired pursuant to Section 1(a) and would not otherwise be vested and exercisable on the date of such termination of employment. 


 

	 	(g)	If your employment with the Corporation is terminated for any reason other than death, Retirement or Disability, or the Committee does not otherwise exercise its
discretion, pursuant to the Plan and Section 1(f) above, to accelerate the vesting of the Option in full upon your termination for any reason, the Option shall expire immediately without consideration to the extent not vested and exercisable on
the date of any such termination and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 2(a). 

  

	2.	Exercise. 

  

	 	(a)	Exercise of Option. Subject to the provisions of the Plan and these Terms and Conditions, you may exercise all or any part of the Vested Portion of the Option at
any time prior to the earliest to occur of: 

  

	 	(i)	the Grant Expiration Date (including with respect to termination of your employment by reason of Retirement and with respect to the termination of your employment for
reasons other than Cause within the one-year period immediately following a Change in Control); 

  

	 	(ii)	one year following the first day of the month following the month in which your employment with the Corporation or one of its Subsidiaries is terminated due to death or
Disability; 

  

	 	(iii)	sixty days following the date your employment with the Corporation or one of its Subsidiaries is terminated for any reason other than (A) death,
(B) Disability, (C) Retirement, or (D) for any termination within the one-year period immediately following a Change in Control (excluding termination for Cause during such one-year period, which will be subject to the sixty-day
exercise period). 

 For purposes of these Terms and Conditions, “Cause” shall mean “Cause” as
defined in (A) any employment or severance agreement then in effect between you and the Corporation or one of its Subsidiaries or (B) any severance plan in which you participate, or if not defined therein or if there shall be no such
agreement or plan, “Cause” shall include, but not be limited to, your misconduct, insubordination, violation of the Corporation’s policies, or performance issues. The determination of the existence of Cause shall be made by the
Committee in good faith, which determination shall be conclusive for purposes of these Terms and Conditions. 

  
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 For purposes of these Terms and Conditions, “Retirement” shall mean the
termination of employment of an employee of the Corporation who has attained the age of 55 and been credited with a minimum of 5 years of vesting service under the Employees’ Retirement Plan of
C. R. Bard, Inc. or any successor plan thereto (the “U.S. Retirement Plan”); provided, that the term “Retirement” shall not refer to an employee that is terminated for Cause. For purposes of
determining whether, and to what extent, an employee is credited with vesting service under the preceding sentence, service provided to a foreign affiliate of the Corporation shall be treated as service provided to a U.S. participating
employer in the U.S. Retirement Plan.
  

	 	(b)	Method of Exercise. 

  

	 	(i)	Subject to Section 2(a), the Vested Portion of the Option may be exercised, by you or the individual having the right to exercise the Option in accordance with
Section 2(b)(v), by delivering to the Corporation at its principal office written notice of intent to so exercise; provided, that the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of
Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment of the Option Price may be made by you: 


 

	 	(A)	in cash or its equivalent (e.g., by check); 

  

	 	(B)	to the extent permitted by the Committee, in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such
other requirements as may be imposed by the Committee; provided, that you have held such Shares for no less than six months (or such other period as established from time-to-time by the Committee in order to avoid adverse accounting treatment
applying US GAAP); 

  

	 	(C)	partly in cash and, to the extent permitted by the Committee, partly in such Shares, as described in clause (B), above; or 


 

	 	(D)	if there is a public market for the Shares at the time of exercise, subject to rules and limitations established by the Committee or the Board, through the delivery of
irrevocable instructions to a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Corporation an amount out of the proceeds of such Sale equal to the aggregate Option Price for the Shares being purchased.


 The purchased Shares shall be held at the Corporation’s transfer agent in book entry form or, at your
request (or at the request of the individual having the right to exercise the Option in accordance with Section 2(b)(v)), shall be delivered to you, or the individual having the right to exercise the Option in accordance with
Section 2(b)(v), as soon as administratively feasible following exercise of the Option. No fractional Shares will be issued upon 

  
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exercise of the Option; unless otherwise determined by the Committee, the cash equivalent of any fractional Share will be payable upon exercise. 

 

	 	(ii)	If in the opinion of counsel for the Corporation (who may be an employee of the Corporation or independent counsel employed by the Corporation), any issuance or
delivery of Shares upon exercise of the Option to you will violate the requirements of any applicable federal or state laws, rules or regulations (including, without limitation, the provisions of the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended), such issuance or delivery may be postponed until the Corporation is satisfied that the distribution will not violate such federal or state laws, rules or regulations. 


 

	 	(iii)	Notwithstanding any other provision of these Terms and Conditions to the contrary, prior to a Change of Control the Option may not be exercised, as the Committee shall
in its sole discretion determine to be necessary or advisable, prior to the completion of any registration or qualification of the Option or the Shares, or during any period of suspension of trading of the Shares, under applicable state and federal
securities or other laws or under any ruling or regulation of any governmental body or national securities exchange. 

  

	 	(iv)	Upon the Corporation’s determination that the Option (if to be settled in Shares) has been validly exercised, the Shares shall be held or delivered in accordance
with the last paragraph of Section 2(b)(i)(D). However, the Corporation shall not be liable to you for damages relating to any delays in issuing certificates for such Shares, any loss of the certificates or any mistakes or errors in the
issuance of the certificates or in the certificates themselves. 

  

	 	(v)	In the event of your death, the Vested Portion of the Option shall remain exercisable to the extent set forth in Section 2(a) by your executor or administrator, or
the person or persons to whom your rights under these Terms and Conditions shall pass by will or by the laws of descent and distribution, as the case may be. In the event of your Disability, the Option may be exercisable by your conservator or
representative. Any of your heirs, legatees, conservators or representatives shall take rights herein granted subject to the Plan, the Award Certificate, and these Terms and Conditions. 


 

	 	(vi)	Neither you nor your legal representatives, legatees or distributees, as the case may be, shall have any rights to dividends or other rights of a stockholder with
respect to Shares subject to an Option until you or the individual having the right to exercise the Option has given written notice of exercise, paid in full for such Shares, received such Shares from the Corporation and, if applicable, has
satisfied any other conditions imposed by the Committee pursuant to the Plan. 

  

	 	3.	No Right to Continued Employment. The granting of the Option evidenced by the Award Certificate and these Terms and Conditions shall impose no obligation on the
Corporation or any affiliate to continue your employment and shall not lessen or affect the Corporation’s or any affiliate’s right to terminate your employment. 


  
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	4.	Legend on Certificates. If the Corporation determines that any issuance or delivery of Shares to you pursuant to these Terms and Conditions will violate the
requirements of any applicable federal or state laws, rules or regulations (including, without limitation, the provisions of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended), such issuance or delivery may
be postponed until the Corporation is satisfied that the distribution will not violate such federal or state laws, rules or regulations. Any such Shares shall be subject to such stop transfer orders and other restrictions as the Committee or the
Corporation may deem necessary or advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed and any applicable federal, state or foreign
laws, rules or regulations. Certificates delivered to you may bear such legends as the Corporation may deem necessary or advisable. 

  

	5.	Transferability. You may not assign, alienate, pledge, attach, sell or otherwise transfer or encumber the Option other than by will or by the laws of descent and
distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Corporation or any affiliate; provided, however, that the designation of a
beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance. You may designate a beneficiary, on a form supplied by the Corporation, who may exercise the Option under these Terms and Conditions in
the event of your death. No such permitted transfer of the Option to your heirs or legatees shall be effective to bind the Corporation unless the Committee shall have been furnished with written notice thereof and a copy of such evidence as the
Committee or the Corporation may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of these Terms and Conditions. 


 

	6.	Withholding. You may be required to pay to the Corporation or one of its Subsidiaries, and the Corporation or one of its Subsidiaries shall have the right and is
hereby authorized to withhold, any applicable amount it may determine to be necessary to withhold for federal, state, local or other taxes as a result of the exercise, grant or vesting of the Option, as a condition to such exercise, grant or
vesting, or as a result of any payment or transfer under or with respect to the Option. The Committee may take such other action as may be advisable in the opinion of the Corporation to satisfy all obligations for the payment of such withholding
taxes. You may elect to pay all or a portion of the minimum amount of taxes required to be withheld by (a) delivery of Shares or (b) having Shares withheld by the Corporation from any Shares that you would have otherwise received, such
Shares in either case having an aggregate Fair Market Value at the time of payment equal to the amount of such withholding taxes. 

  

	7.	Securities Laws. Upon the acquisition of any Shares pursuant to the exercise of the Option, you will make or enter into such written representations, warranties
and agreements as the Corporation may reasonably request in order to comply with applicable securities laws or with these Terms and Conditions. 


  
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	8.	Notices. Any notice required or permitted under these Terms and Conditions shall be deemed given when delivered personally, or when deposited in a United States
Post Office as registered mail, postage prepaid, addressed, as appropriate, either to you at your address on file at the Corporation or such other address as you may designate in writing to the Corporation, or to the Corporation, Attention:
Secretary, at 730 Central Avenue, Murray Hill, New Jersey 07974, or such other address as the Corporation may designate to you in writing. 

  

	9.	Failure to Enforce Not a Waiver. The failure of the Corporation to enforce at any time any provision of the Plan or of these Terms and Conditions shall in no way
be construed to be a waiver of such provision or of any other provision hereof. 

  

	10.	No Limitation on Rights of the Corporation. The grant of the Option shall not in any way affect the right or power of the Corporation to make adjustments,
reclassification or changes in its capital or business structure, or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. 


 

	11.	Choice of Law. THE PLAN, THE AWARD CERTIFICATE AND THESE TERMS AND CONDITIONS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW JERSEY WITHOUT REGARD TO CONFLICTS OF LAWS. 

  

	12.	Option Subject to Plan. By your receipt of these Terms and Conditions and the Award Certificate, you agree and acknowledge that you have received and read a copy
of the Plan and the related prospectus. The Option is in all respects governed by the Plan and subject to all of the terms and provisions thereof. The terms and provisions of the Plan as it may be amended from time-to-time are hereby incorporated
herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. 


  
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