BRISTOL-MYERS SQUIBB COMPANY
2002 STOCK INCENTIVE PLAN
(Amended and restated effective January 23, 2007)
1. Purpose: The purpose of the 2002 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, restricted stock and/or restricted stock units 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%, subject to
(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 plan of the
Company or any Subsidiary or Affiliate either in the United States or in a jurisdiction outside of the United States, and in
jurisdictions outside of the United States shall also include qualifying for and receiving payments under a mandatory or
universal disability plan or pro