Summary
Becton, Dickinson and Company (BDX) filed an 8-K on December 2, 2014, detailing amendments to its equity compensation plans for employees and directors. The key changes were made to the 2004 Employee and Director Equity-Based Compensation Plan (the "2004 Plan") and the 1996 Directors’ Deferral Plan (the "Directors' Deferral Plan"). These amendments primarily address provisions related to change-in-control events and the deferral of equity compensation. For the 2004 Plan, the amendments, effective for awards granted on or after January 1, 2015, introduce specific conditions under which restrictions on awards will not lapse following a change-in-control. These conditions include the assumption or replacement of awards with equivalent value and the requirement that the award holder is not terminated or resigns for good reason within two years post-change-in-control. Additionally, performance-based awards will now be paid out at target levels in the event of accelerated vesting due to a change-in-control. The Directors' Deferral Plan also saw modifications, including the removal of a minimum vesting period for the deferral of equity compensation.
Key Highlights
- 1Amendments to the 2004 Employee and Director Equity-Based Compensation Plan (2004 Plan) and the 1996 Directors’ Deferral Plan were made on November 25, 2014.
- 2For awards granted under the 2004 Plan on or after January 1, 2015, restrictions will not lapse upon a change-in-control unless specific conditions are met.
- 3These conditions include the assumption or replacement of awards with equivalent value and the avoidance of termination or resignation for 'good reason' within two years of a change-in-control.
- 4Performance-based awards under the 2004 Plan will now be paid out at target if vesting is accelerated due to a change-in-control.
- 5The 1996 Directors’ Deferral Plan was amended to modify provisions related to the deferral of equity compensation, notably removing a minimum vesting period.
- 6These changes are intended to clarify and potentially enhance the provisions surrounding executive and director compensation, particularly in the context of corporate transactions.
- 7The full amended plans are filed as exhibits to this 8-K report.