BECTON, DICKINSON AND COMPANY
NON-EMPLOYEE DIRECTORS 2000 STOCK OPTION PLAN
SECTION 1. PURPOSE
The purpose of the Becton, Dickinson and Company Non-Employee Directors 2000 Stock Option Plan is to
attract and retain qualified persons who are not employees of Becton, Dickinson and Company ("BD" or the
"Company") or any of its subsidiaries or affiliates for service as members of the Board of Directors of the
Company, by providing such members with an interest in the Company's success and progress and closely
aligning the directors' interests with those of the shareholders, through the grant to them of non-qualified stock
options to purchase shares of the Company's common stock, par value $1.00 per share.
SECTION 2- DEFINITIONS
Unless the context clearly indicates otherwise, the following terms, when used in this Plan, shall have the meanings
set forth in this Section 2.
(a) "Board" shall mean the Board of Directors of BD.
(b) "Broker" shall mean a registered broker-dealer designated by the Company.
(c) "Cashless Exercise" shall mean a method of exercising a Stock Option under which a Grantee, in lieu of
payment of the option price in cash, by check or by delivery of shares of Stock, delivers to the Broker
irrevocable instructions to sell some or all of the shares of Stock acquired upon such exercise and, immediately
upon receipt of the proceeds from this sale, to deliver to the Company the related option price and any related
(d) "Change in Control" shall mean (1) the acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a
"Person") of beneficial ownership (within the meaning of Rule l3d-3 promulgated under the Exchange Act) of
25% or more of either (A) the then-outstanding shares of common stock of the Company (the "Outstanding
Company Common Stock") or (B) the combined voting power of the then-outstanding voting securities of the