Exhibit 10.1 Terms of Awards Granted to Non-Employee Directors Under 2004 Employee and Director Equity-Based Compensation Plan (the "Plan") Capitalized terms under 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) Terms: 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. 2. Restricted Stock Units ("Units") (a) Settlement: Each Unit entitles the grantee to one share of BD common stock. (b) Dividend Equivalent Rights. Units are issued in tandem with dividend equivalent rights. (c) Distribution: Shares underlying the Units are distributed upon the earliest of a director's retirement, death, disability or removal other than for Cause.