BRISTOL-MYERS SQUIBB COMPANY
1997 STOCK INCENTIVE PLAN
(as amended and restated as of December 2, 1997)
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. composite tape on the date of measurement or on any date as determined