BRISTOL-MYERS SQUIBB COMPANY
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
AMENDED EFFECTIVE JANUARY 13, 1998
1. Purpose:
The purpose of the Bristol-Myers Squibb Company Non-Employee Directors'
Stock Option Plan ("the Plan") is to secure for Bristol-Myers Squibb Company
("the Company") and its stockholders the benefits of the incentive inherent in
increased common stock ownership by the members of the Board of Directors
("the Board") of the Company who are Eligible Directors as defined in the Plan.
2. Administration:
The Plan shall be administered by the Board. The Board shall have all
the powers vested in it by the terms of the Plan, such powers to include
authority (within the limitations described herein) to prescribe the form of
the agreement embodying awards of stock options made under the Plan
("Options"). The Board shall, subject to the provisions of the Plan, grant
Options under the Plan and shall have the power to construe the Plan, to
determine all questions arising thereunder and to adopt and amend such rules
and regulations for the administration of the Plan as it may deem desirable.
Any decision of the Board in the administration of the Plan, as described
herein, shall be final and conclusive. The Board may act only by a majority
of its members in office, except that the members thereof may authorize any
one or more of their number or the Secretary or any other officer of the
Company to execute and deliver documents on behalf of the Board. No member of
the Board shall be liable for anything done or omitted to be done by such
member or by any other member of the Board in connection with the Plan,
except for such member's own willful misconduct or as expressly provided
by statute.
3. Amount of Stock:
The stock which may be issued and sold under the Plan will be the Common
Stock (par value $.10 per share) of the Company, of a total number not
exceeding 500,000 shares, subject to adjustment as provided in Paragraph 6
below. The stock to be issued may be either authorized and unissued shares or
issued shares acquired by the Company or its subsidiaries. In the event that
Options granted under the Plan shall terminate or expire without being
exercised in whole or in part, new Options may be granted covering the shares
not purchased under such lapsed Options.
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4. Eligible Directors:
The members of the Board who are eligible to participate in the
Plan are persons who serve as directors of the Company after the effective
date of the Plan and:
(a) who are not current or former employees of the Company and
(b) who are not and, in the past, have not been eligible to receive
Options on Company stock by participation as an employee in another plan
sponsored by the Company or under a contractual arrangement with the Company.
5. Terms and Conditions of Options:
Each Option granted under the Plan shall be evidenced by an agreement in
such form as the Board shall prescribe from time to time in accordance with
the Plan and shall comply with the following terms and conditions:
(a) The Option exercise price shall be the fair market value of the
Common Stock shares subject to such Option on the date the Option is granted,
which shall be the average of the high and the low sales prices of a Common
Stock share on the date of grant as reported on the New York Stock Exchange
Composite Transactions Tape or, if the New York Stock Exchange is closed on
that date, on the last preceding date on which the New York Stock Exchange
was open for trading.
(b) Each year, as of the date of the Annual Meeting of Stockholders
of the Company, each Eligible Director who has been elected or reelected or
who is continuing as a member of the Board as of the adjournment of the Annual
Meeting shall automatically receive an Option for 2,000 shares of Common
Stock.
(c) The Option shall not be transferable by the optionee otherwise
than by will or the laws of descent and distribution, and shall be exercisable
during his lifetime only by him.
(d) No Option or any part of an Option shall be exercisable:
(i) before the Eligible Director has served one term-year as a
member of the Board since the date the Option was granted (as used herein,
the term "term-year" means that period from one Annual Meeting to the
subsequent Annual Meeting),
(ii) after the expiration of ten years from the date the Option
was granted,
(iii) unless, written notice of the exercise is delivered to the
Company specifying the number of shares to be purchased and payment in full is
made for the shares of Common Stock being acquired thereunder at the time of
exercise; such payment shall be made
(A) in United States dollars by certified check, or bank draft or
(B) by tendering to the Company Common Stock shares owned by the
person exercising the Option and having a fair market value equal to the cash
exercise price applicable to such Option, such fair market value to be the
average of the high and low sales prices of a Common Stock share on the date
of exercise as reported on the New York Stock Exchange Composite Transactions
Tape, or, if the New York Stock Exchange is closed on that date, on the last
preceding date on which the New York Stock Exchange was open for trading, or
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(C) by a combination of United States dollars and Common Stock
shares as aforesaid; and
(iv) unless the person exercising the Option has been, at all
times during the period beginning with the date of grant of the Option and
ending on the date of such exercise, an Eligible Director of the Company,
except that
(A) if such a person shall cease to be such an Eligible Director
for reasons other than retirement or death, while holding an Option that has
not expired and has not been fully exercised, such person, at any time within
one year after the date he ceases to be such an Eligible Director (but in no
event after the Option has expired under the provisions of subparagraph
5(d) (ii) above), may exercise the Option with respect to any Common Stock
shares as to which such person has not exercised the Option on the date
the person ceased to be such an Eligible Director; or
(B) if such person shall cease to be such an Eligible Director
by reason of retirement or death while holding an Option that has not expired
and has not been fully exercised, such person, or in the case of death, the
executors, administrators or distributees, as the case may be, may at any time
within five years after the date such person ceased to be such an Eligible
Director (but in no event after the Option has expired under the provisions of
subparagraph 5(d) (ii) above), exercise the Option with respect to any shares
of Common Stock as to which such person has not exercised the Option on the
date the person ceased to be such an Eligible Director, notwithstanding the
provisions of subparagraph 5(e) below.
(C) if any person who has ceased to be such an Eligible
Director for reasons other than death, shall die holding an Option that has
not been fully exercised, such person's executors, administrators, heirs or
distributees, as the case may be, may, at any time within the greater of
(1) one year after the date of death or (2) the remainder for the period in
which such person could have exercised the Option had the person not died,
(but in no event (under either (1) or (2) after the Option has expired under
the provisions of subparagraph 5(d) (ii) above)), exercise the Option with
respect to any shares as to which the decedent could have exercised the
Option at the time of death.
In the event any Option is exercised by the executors, administrators,
legatees or distributees of the estate of a deceased optionee, the Company
shall be under no obligation to issue stock thereunder unless and until the
Company is satisfied that the person or persons exercising the Option are the
duly appointed legal representatives of the deceased optionee's estate or the
or the proper legatees or distributees thereof.
(e) Subject to subparagraph 5(d) (i) above, one-quarter (25%) of the
total number of shares of Common Stock covered by the Option shall become
exercisable beginning on the earlier of (a) the first anniversary date of
the grant of the Option or (b) the completion of one term-year following the
grant of the Option; thereafter an additional one-quarter (25%) of the shares
shall become exercisable annually on the earlier of (a) the anniversary date
of the grant of the Option or (b) the completion of an additional term-year
of service as a member of the Board.
6. Adjustment in the Event of Change in Stock:
In the event of changes in the outstanding Common Stock of the Company
by reason of stock dividends, recapitalizations, mergers, consolidations,
split-ups, combinations or exchanges of shares and the like, the aggregate
number and class of shares available under the Plan, and the number, class and
the price of shares of Common Stock subject to outstanding Options shall be
appropriately adjusted by the Board, whose determination shall be conclusive.
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7. Miscellaneous Provisions:
(a) Except as expressly provided for in the Plan, no Eligible Director
or other person shall have any claim or right to be granted an Option under
the Plan. Neither the Plan nor any action taken hereunder shall be construed
as giving any Eligible Director any right to be retained in the service of
the Company.
(b) An optionee's rights and interest under the Plan may not be assigned
or transferred in whole or in part either directly or by operation of law or
otherwise (except in the event of an optionee's death, by will or the laws of
descent and distribution), including, but not by way of limitations,
execution, levy, garnishment, attachment, pledge, bankruptcy or in any other
manner, and no such right or interest of any participant in the Plan shall be
subject to any obligation or liability of such participant.
(c) No Common Stock shares shall be issued hereunder unless counsel for
the Company shall be satisfied that such issuance will be in compliance with
applicable federal, state and other securities laws and regulations.
(d) It shall be a condition to the obligation of the Company to issue
Common Stock shares upon exercise of an Option, that the optionee (or any
beneficiary or person entitled to act under subparagraph 5(d) (iv) above) pay
to the Company, upon its demand, such amount as may be requested by the Company
for the purpose of satisfying any liability to withhold federal, state, local
or foreign income or other taxes. If the amount requested is not paid, the
Company may refuse to issue Common Stock shares.
(e) The expenses of the Plan shall be borne by the Company.
(f) The Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the issuance of shares upon exercise of any Option under the
Plan and issuance of shares upon exercise of Options shall be subordinate to
the claims of the Company's general creditors.
(g) By accepting any Option or other benefit under the Plan, each
optionee and each person claiming under or through such person shall be
conclusively deemed to have indicated his acceptance and ratification of, and
consent to, any action taken under the Plan by the Company or the Board.
8. Amendment or Discontinuance:
The Plan may be amended at any time and from time to time by the Board as
the Board shall deem advisable, including, but not limited to amendments
necessary to qualify for any exemption or to comply with applicable law or
regulations provided, however, that except as provided in Paragraph 6 above,
the Board may not, without further approval by the shareholders of the Company
in accordance with Paragraph 10 below, increase the maximum number of shares
of Common Stock as to which Options may be granted under the Plan, increase
the number of shares subject to an Option, reduce the minimum Option exercise
price described in subparagraph 5(a) above, extend the period during which
Options may be granted or exercised under the Plan or change the class of
persons eligible to receive Options under the Plan. No amendment of the Plan
shall materially and adversely affect any right of any optionee with respect
to any Option theretofore granted without such optionee's written consent.
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9. Termination:
This Plan shall terminate upon the earlier of the following dates or
events to occur:
(a) upon the adoption of a resolution of the Board terminating
the Plan; or
(b) ten years from the date the Plan is initially approved and
adopted by the shareholders of the Company in accordance with
Paragraph 10 below.
10. Effective Date of Plan:
The Plan shall become effective as of May 1, 1990 or such later date as
the Board may determine, provided that the Company's stockholders shall
have adopted the Plan at the Company's 1990 Annual Meeting of Stockholders.
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