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. Decisions of the Committee are final and binding on all parties.
If you have additional questions about the Committee, this prospectus supplement or the Plan in general, you should direct your questions to the Corporate Secretary at Becton, Dickinson and Company, 1 Becton Drive, Franklin Lakes, New Jersey 07417-1880, telephone (201) 847-6800.
What is the duration of the Plan?
The Plan shall terminate on January 29, 2023, unless extended, although the Plan may be terminated earlier by the Board.
Can the Plan be amended, suspended or discontinued?
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. However, no 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. The Committee may generally 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.
Further, the Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate, any award, prospectively or retroactively, without the consent of any relevant participant or holder or beneficiary of an award. However, no such action shall impair the rights of any affected participant or holder or beneficiary under any award granted under the Plan, and, generally, no such action shall reduce the exercise price, grant price or purchase price of any award established at the time of grant thereof. In no event shall an outstanding option or SAR for which the exercise price is less than the fair market value of a Share be cancelled in exchange for cash or, with limited exception, replaced with a new option or SAR with a lower exercise price, without approval of BD’s shareholders.
The Plan and any awards made pursuant to the Plan are subject to and shall be interpreted in accordance with New Jersey law and U.S. federal law.
Is the Plan tax-qualified or subject to ERISA?
No. The Plan is not governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the Plan is not a “qualified retirement plan” under section 401(a) of the United States Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).
Substitution of Bard Awards in the Merger
How did the completion of the Merger affect my Bard stock options?
Upon completion of the Merger on December 29, 2017, and pursuant to the Merger Agreement, your Bard stock options were converted and substituted for stock-settled SARs with respect to our Shares.
Each Bard stock option that was outstanding immediately prior to the effective time of the Merger, whether vested or unvested, was converted at the effective time into a stock-settled BD stock appreciation right, on the same terms and conditions (other than the available methods for payment of taxes, which shall be determined