1990 STOCK OPTION PLAN ADDENDUM
Published on December 16, 1997
EXHIBIT 10(h)(ii)
BECTON, DICKINSON AND COMPANY
1990 STOCK OPTION PLAN
FRENCH ADDENDUM
This Addendum to the Becton, Dickinson and Company 1990 Stock Option Plan
(the "Plan") modifies and supplements the terms and conditions of the Plan
with respect to the Stock Options granted to, and the related shares of Stock
acquired upon exercise of a Stock Option ("Option Shares") by, any Grantee
subject to taxation by the Republic of France with respect to such Stock Options
or Option Shares (a "French Optionholder"). Capitalized terms used and not
otherwise defined herein shall have the same meanings as set forth in the Plan.
1. Notwithstanding anything contained in the Plan to the contrary, in no event
shall a Stock Option granted to a French Optionholder be amended, directly or
indirectly, after the Granting Date of the Stock Option to change the purchase
price of a share of Stock subject to the Stock Option, except as contemplated in
Section 9 (Adjustments) of the Plan.
2. A French Optionholder shall hold all Option Shares acquired and not sold
either (i) in registered form, as the shareholder of record, on the books and
records of the Company's transfer agent, or (ii) in a named account, as the
beneficial owner of such shares, at the Broker designated from time to time by
the Company as the permitted nominal record holder of such shares (any Options
Shares not being held by a French Optionholder in accordance with either clause
(i) or (ii) above being referred to herein as "Improperly Held Shares"). For
purposes of the tax laws of France, the Company shall have the right to deem any
Option Shares not being held either of record or beneficially by the French
Optionholder in accordance with clause (i) or (ii) above to have been sold by
the French Optionholder as of the date they became Improperly Held Shares, and
the Company shall be entitled to (y) report such Improperly Held Shares as so
sold on any reports, returns or statements required to be filed by the Company
with the appropriate tax authorities of France, and (z) collect or withhold from
the French Optionholder all amounts required, if any, under applicable French
law as though such Option Shares had been sold.