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The purpose of the Deferred Compensation Plan is to give eligible associates the opportunity to defer compensation on a pre-tax basis in addition to what is allowed under the Savings Incentive Plan, our tax-qualified k plan. The Deferred Compensation Plan is offered to our associates as part of a competitive compensation program. Beginning in , the Deferred Compensation Plan will also provide for BD matching contributions on deferred cash compensation.

These contributions will be. The table on page 43 shows activity in the Deferred Compensation Plan accounts of the named executive officers during fiscal year Earnings on these accounts are determined by the investment selections made by the named executive officers. We do not provide above-market or preferential interest or earnings under the Deferred Compensation Plan, as defined by the rules of the Securities and Exchange Commission.

Life insurance. We previously provided split-dollar life insurance to the named executive officers and other eligible associates. This program was discontinued in We currently provide term life insurance to the named executive officers and others who were participants in the split-dollar life insurance program at the time of its termination. This term insurance provides death benefits equal to two times their salary at the time of death. This benefit is above the one times salary benefit provided to our associates generally.

The cost of providing this benefit is reflected in the Summary Compensation Table on page Change of control agreements. General purpose. We have entered into change of control employment agreements with each of the named executive officers. These agreements provide for the continued employment of the executive for a period of two years following a change of control of BD.

They also provide certain benefits to the executive in the event his employment is terminated within this period.

For the Category of Human Resources:

A more complete description of the material terms and potential payouts of our change of control arrangements is found beginning on page These agreements are intended to retain the executives and provide continuity of management in the event of an actual or threatened change in control of BD. Based on information provided by Towers Perrin, change of control arrangements are used by a substantial majority of the companies in the Comparison Group, and the terms of our agreements are intended to be consistent with the prevailing practices at these companies.

The Compensation Committee believes these agreements are an important aspect of providing a competitive compensation package to our named executive officers. The Compensation Committee periodically reviews our change of control arrangements and market practices in this area with Towers Perrin. In setting the potential payments under these agreements, the Compensation Committee does not consider compensation previously paid to a named executive officer, including any accumulated gains under prior equity-based compensation grants.

In addition, while compensation decisions regarding the named executive officers affect the potential payouts under these agreements, this did not affect decisions made with respect to other compensation elements since these change of control agreements may never come into effect. Triggering events. As is discussed on page 45, if the payments made to a named executive officer on account of his termination exceed certain amounts, we may not be able to deduct the payments for federal income tax purposes. In this way, the executive retains the same amount that he would have retained had the excise tax not been imposed.

We provide for these payments because they allow an executive to recognize the full intended economic benefit of his change of control agreement. Other change of control provisions. Upon a change of control, all equity-based compensation awards issued under our plans will immediately vest. This is true for all employees, not just the named executive officers. Based on information provided by Towers Perrin, the Compensation Committee believes that these acceleration provisions are consistent with market practices.

Adjustment or recovery of prior compensation. While we do not presently have any formal policies or practices that provide for the recovery or adjustment of amounts previously paid to a named executive officer in the event the operating results on which the payment was based were restated or otherwise adjusted, in such event we would reserve the right to seek all appropriate remedies available under the law.

Executive share retention and ownership guidelines. In order to promote equity ownership and further align the interests of management with our shareholders, the Board of Directors has adopted share retention and ownership guidelines.

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This retention requirement applies until a person achieves a significant ownership position, expressed as a multiple of salary as follows:. President and Chief Executive Officer. Other Executive Officers 10 persons.

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The Compensation Committee annually reviews the shareholdings of the persons subject to these guidelines. Stock options including vested options and Performance Units are not included. Each of the named executive officers has achieved shareholdings in excess of the applicable multiple set forth above.

This is in addition to any requirements they may have under our share retention and ownership guidelines. Our insider trading policy expressly prohibits our associates from engaging in options, puts, calls or other transactions that are intended to hedge against the economic risk of owning BD shares. Tax and accounting considerations. Career Shares are also fully deductible, because they are payable when a named executive officer is no longer employed by us.

The Compensation Committee generally attempts to preserve the deductibility of compensation paid to the named executive officers. To this end, the Compensation Committee used its authority under the terms of the November Performance Unit grant to require each of Messrs. Ludwig, Cohen, Forlenza and Kozy to defer shares that were otherwise payable to them under this grant.

These shares are required to be deferred until such time as the deduction for the payment of these shares will not be limited under Section m. No mandatory deferral was necessary for Mr. Considine, who had previously elected to defer all of the shares payable to him. However, the Compensation Committee will not necessarily seek to limit executive compensation to amounts deductible under Section m. The Compensation Committee maintains the flexibility to structure our compensation programs in ways that best promote the interests of BD and its shareholders.

For instance,. In the absence of any contributions by Mr. Ludwig to our k plan or to the Deferred Compensation Plan, a portion of this salary would not be tax deductible. However, the Compensation Committee approved Mr. In addition, the cost of any lost tax deduction relating to Mr. SFAS No. This is because we believe equity-based compensation is needed to provide a competitive executive compensation program and fulfills important program objectives.

The following table shows the compensation provided by BD to each of the named executive officers for fiscal year Name and Principal Position. Non-Equity Incentive Plan Compensation 3. All Other Compensation 5. Chairman, President and. Chief Executive Officer. Senior Executive Vice.

Employee Benefits and Compensation (Employee Pay)

President and Chief Financial Officer. Executive Vice President. Stock Awards and Option Awards. Awards made to retirement-eligible grantees are fully expensed in the fiscal year in which they are granted. For a description of the methodology and assumptions used by us in arriving at the amounts reflected in these columns, see the notes to the consolidated financial statements incorporated by reference in our Annual Reports on Form K for the years ended September 30, , and , respectively.

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Non-Equity Incentive Plan Compensation. These amounts are paid in January , unless deferred at the election of the executive. These amounts represent the difference between the September 30, and September 30, present values of accrued pension. Earnings on nonqualified deferred compensation are not included in this column, since no named executive officer earned above-market or preferential earnings on nonqualified deferred compensation.

Matching contributions under savings plan.

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Use of corporate transportation. Tax reimbursements. Term life insurance. The following is a description of these benefits:. Matching Contributions. Use of Corporate Transportation. The amount shown for Mr. Ludwig is the value attributed to his personal use of corporate transportation.

This consisted primarily of his personal use of BD-owned aircraft. Pursuant to a policy adopted by the Board, Mr. Ludwig is encouraged to use BD aircraft for his personal as well as his business travel. The value of Mr. The aggregate incremental cost is based on the variable costs associated with such flights, which include:. Since BD aircraft are used predominantly for business purposes, we have not included in the aggregate incremental cost any fixed costs that do not change in amount based on usage, such as pilot salaries. Ludwig have entered into a time-sharing arrangement under which Mr.

The payments are for the maximum amount permitted by Federal Aviation Administration regulations without subjecting BD to regulation as a charter carrier.

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As a result, Mr. Ludwig also includes the incremental cost to BD of his personal use of a BD-owned car. BD makes available a driver and BD-owned car to Mr. Ludwig on occasion for commuting to and from work.

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These costs reflect a fuel charge and any other variable costs related to such use. Since BD-owned cars are used predominantly for business purposes, we have not included fixed costs, such as driver salaries, which do not change based on usage. Ludwig is responsible for the payment of any tax on any income imputed to him as a result of his use of corporate transportation. Kozy, a resident of New Jersey, spends a portion of his time in California in connection with his oversight of the BD Biosciences business segment.

As a result, part of Mr. BD has agreed to reimburse Mr. Kozy for any incremental state tax liability incurred by him as a result of his being subject to California taxation. The amounts shown reflect the dollar value of the insurance premiums paid by BD for this incremental insurance. Set forth below is information regarding the incentive compensation awards provided to the named executive officers in fiscal year The amounts shown represent the range of possible dollar payouts the named executive officers could have earned under the BD Performance Incentive Plan for fiscal year Performance below such minimum threshold performance would have resulted in no payment being made.

The amounts shown represent the range of potential payouts, expressed in number of shares, to the named executive officers under Performance Unit awards granted during fiscal year Performance below such minimum threshold would result in no shares being issued. The payout amounts shown in the above table do not reflect the shares that may be issued pursuant to dividend equivalent rights.

The amounts shown do not reflect the shares that may be issued pursuant to dividend equivalent rights.