BRISTOL-MYERS SQUIBB COMPANY
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
AMENDED EFFECTIVE JANUARY 12, 1999
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.
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:
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(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 2,500
shares of Common Stock on a post-split basis.
(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
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(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
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.
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.
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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 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.
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.
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(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.
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 stockholders shall have adopted
the Plan at the Company's 1990 Annual Meeting of Stockholders.
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