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BRISTOL-MYERS SQUIBB COMPANY
TeamShare Stock Option Plan
(as amended and restated effective as of September 10, 2002)
1. Purpose: The purpose of the TeamShare Stock Option Plan (the "Plan") as amended and restated effective as of
September 10, 2002 is to advance the interests of Bristol-Myers Squibb Company, its Subsidiaries and Affiliates by giving
substantially all Employees a stake in the Company's future growth, in the form of stock options, thereby improving such
Employees' long-term incentives and aligning their interests with those of the Company's shareholders.
2. Definitions: For purposes of this Plan:
(a) "Affiliate" shall mean any entity in which the Company has an ownership interest of more than 50%.
(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 Bristol-Myers Squibb Company.
(e) "Disability" or "Disabled" shall mean qualifying for and receiving payments under a long-term disability pay
plan maintained by the Company or any Subsidiary or Affiliate or as required by or available under applicable local law.
(f) "Employee" shall mean any individual employed by the Company or any Subsidiary or Affiliate excluding
leased employees within the meaning of Section 414(n) of the Code and key executives of the Company or any of its
Subsidiaries or Affiliates. Employee shall also exclude any person who performs services for the Company if the
Company treats the person for tax or labor law purposes as an independent contractor. If such person is subsequently
determined to be an employee of the Company by the Internal Revenue Service or any other federal, state or local
governmental agency or competent court of authority, he will become an Employee on the date that this determinatio