BRISTOL-MYERS SQUIBB COMPANY
2007 SENIOR EXECUTIVE PERFORMANCE INCENTIVE PLAN
(As Amended and Restated effective June 10, 2008)
1. Purpose . The purpose of this 2007 Senior Executive Performance 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 executive employees of the Company or its subsidiaries or affiliates by providing for awards that will
serve as an incentive to annual performance by executive employees who contribute materially to the success of the Company
and its subsidiaries and affiliates. The Plan authorizes annual incentive awards that are intended to qualify as “performance-
based compensation” that is tax deductible without limitation under Section 162(m) of the Internal Revenue Code.
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) “Award” means the amount of a Participant’s Award Opportunity in respect of a given Performance Year determined by
the Committee to have been earned and to be payable or potentially payable to the Participant, subject to any conditions as may
be imposed by the Committee.
(b) “Award Opportunity” means a specified percentage of the Award Pool that a Participant potentially may earn in a
specified Performance Year, subject to such additional requirements as the Committee may impose. An Award Opportunity
constitutes a conditional right to receive an Award.
(c) “Award Pool” means a hypothetical cash amount equal to two percent of the Pretax Earnings for a specified
Performance Year. Pretax Earnings for this purpose may not include Pretax Earnings from any period not included in the
designated Performance Year and, if Performance Years overlap, the Committee must specify counting rules so that the
aggregate of Award Pools for such P