BRISTOL-MYERS SQUIBB COMPANY
2003 EXECUTIVE PERFORMANCE INCENTIVE PLAN
(As Amended and Restated effective June 10, 2008)
1. PURPOSE: The purpose of the Executive Performance Incentive Plan (the ‘Plan’) is to promote the interests of the Bristol-
Myers Squibb Company (the ‘Company’) and its stockholders by providing additional compensation as incentive to certain key
executives of the Company and its Subsidiaries and Affiliates who contribute materially to the success of the Company and
such Subsidiaries and Affiliates.
2. DEFINITIONS: The following terms when used in the Plan shall, for the purposes of the Plan, have the following meanings:
(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) ‘Company’ shall mean the Bristol-Myers Squibb Company, its subsidiaries and affiliates.
(d) ‘Exchange Act’ shall mean the Securities Exchange Act of 1934, as amended.
(e) ‘Retirement’ shall mean termination of the employment of an employee with the Company or a Subsidiary or Affiliate on or
(i) the employee’s 65th birthday
(ii) the employee’s 55th birthday having completed 10 years of service with the Company.
(f) ‘Subsidiary’ shall mean any corporation which at the time qualifies as a subsidiary of the Company under the definition of
‘subsidiary corporation’ in Section 424 of the Code.
3. ADMINISTRATION: The Plan shall be administered under the supervision of the Board of Directors of the Company (the
‘Board’) which shall exercise its powers, to the extent herein provided, through the agency of a Compensation and Management
Development Committee (the ‘Committee’) which shall be appointed by the Board. The Committee shall consist of not less than
three (3) members of the Board who meet the definition of ‘outside director’ under the provisions of Section 162(m) of the Code
and the definition of ‘non-employee director’ under the provisions of the E