BRISTOL-MYERS SQUIBB COMPANY
2007 STOCK AWARD AND INCENTIVE PLAN
(As Amended and Restated effective June 10, 2008)
1. Purpose . The purpose of this 2007 Stock Award and Incentive Plan (the “Plan”) is to aid Bristol-Myers Squibb
Company, a Delaware corporation (together with its successors and assigns, the “Company”), in attracting, retaining,
motivating and rewarding employees, non-employee directors, and other service providers of the Company or its subsidiaries or
affiliates, to provide for equitable and competitive compensation opportunities, to recognize individual contributions and
reward achievement of Company goals, and to promote the creation of long-term value for stockholders by closely aligning the
interests of Participants with those of stockholders. The Plan authorizes stock-based and cash-based incentives for
2. Definitions . In addition to the terms defined in Section 1 above and elsewhere in the Plan, the following capitalized
terms used in the Plan have the respective meanings set forth in this Section:
(a) “Annual Limit” shall have the meaning specified in Section 5(b).
(b) “Award” means any Option, SAR, Restricted Stock, Stock Unit, Stock granted as a bonus or in lieu of another award,
Dividend Equivalent, Other Stock-Based Award, or Performance Award, together with any related right or interest, granted to a
Participant under the Plan.
(c) “Beneficiary” means the person, persons, trust or trusts designated as being entitled to receive the benefits under a
Participant’s Award upon and following a Participant’s death. Unless otherwise determined by the Committee, a Participant may
designate a person, persons, trust or trusts as his or her Beneficiary, and in the absence of a designated Beneficiary the
Participant’s Beneficiary shall be as specified in Section 11(b)(ii). Unless otherwise determined by the Committee, any
designation of a Beneficiary other than a Participant’s spouse shall be subject to the written consent of such spouse.