LONG-TERM PERFORMANCE STRATEGIC EXECUTION AWARD AGREEMENT
UNDER THE BRISTOL-MYERS SQUIBB COMPANY
2002 STOCK INCENTIVE PLAN
1. PERFORMANCE SHARE AWARD
Under the terms of the Bristol-Myers Squibb Company 2002 Stock Incentive Plan (the “Plan”) the Compensation and
Management Development Committee of the Board of Directors of Bristol-Myers Squibb Company (the “Committee”) has
granted to the Award Recipient a target number of performance shares as designated herein subject to the terms, conditions
and restrictions set forth in this Agreement.
Each participant, as consideration for the Award of performance shares, shall remain in the continuous employ of the
company or of one of its Subsidiaries or Affiliates for at least one year or such lesser period as the Committee shall so determine
in its sole discretion after the date of the making of such Award, and no Award shall be payable until after the completion of
such one year or lesser period of employment by the participant.
3. PERFORMANCE PERIOD AND PERFORMANCE MEASURES
The Performance Period for this Award shall be January 1, 2006 to December 31, 2008. The performance measures for this
Award will be Earnings Per Share (“EPS”) and total company Sales growth. Each measure will be weighted equally. The
cumulative EPS target for the three-year Performance Period will be $ and the cumulative sales goal will be $ (in millions). The
cumulative target EPS and Sales goals as well as the payout schedule are set forth in detail in Chart A. If the cumulative EPS and
Sales goals fall below the threshold set forth in Chart A, no payout will be made for the 2006-2008 performance cycle. The final
payout will also be modified by a multiplier of 85% to 115% determined by the company’s Total Shareholder Return relative to
its peer companies as set forth in Chart B.
4. DETERMINATION AND PAYMENT OF PERFORMANCE SHARES EARNED
As soon as practicable after the end of the Performance Period, the Committee sh