Exhibit 10a
BRISTOL-MYERS SQUIBB COMPANY
1997 STOCK INCENTIVE PLAN
(as amended and restated as of July 16, 2002)
1. Purpose: The purpose of the 1997 Stock Incentive Plan is to secure for the Company and its stockholders the
benefits of the incentive inherent in common stock ownership by the officers and key employees of the Company and its
Subsidiaries and Affiliates who will be largely responsible for the Company’s future growth and continued financial success
and by providing long-term incentives in addition to current compensation to certain key executives of the Company and its
Subsidiaries and Affiliates who contribute significantly to the long-term performance and growth of the Company and such
Subsidiaries and Affiliates. It is intended that the former purpose will be effected through the granting of stock options, stock
appreciation rights, dividend equivalents and/or restricted stock under the Plan and that the latter purpose will be effected
through an award conditionally granting performance units or performance shares under the Plan, either independently or in
conjunction with and related to a nonqualified stock option grant under the Plan.
2. Definitions: For purposes of this Plan:
(a) “Affiliate” shall mean any entity in which the Company has an ownership interest of at least 20%.
(b) “Code” shall mean the Internal Revenue Code of 1986, as amended.
(c) “Common Stock” shall mean the Company’s common stock (par value $.10 per share).
(d) “Company” shall mean the Issuer (the Bristol-Myers Squibb Company), its Subsidiaries and Affiliates.
(e) “Disability” or “Disabled” shall mean qualifying for and receiving payments under a disability pay plan of the
Company or any Subsidiary or Affiliate.
(f) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
(g) “Fair Market Value” shall mean the average of the high and low sale prices of a share of Common Stock on the
New York Stock Exchange, Inc. c