Exhibit 10.1
BRISTOL-MYERS SQUIBB
COMPANY
1987 DEFERRED COMPENSATION
PLAN
FOR NON-EMPLOYEE
DIRECTORS
AMENDED EFFECTIVE JUNE 10,
2008
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Section 1 .
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Effective
Date .
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The effective date of this
Bristol-Myers Squibb Company 1987 Deferred Compensation Plan for
Non-Employee Directors (the “Plan”) is January 20,
1987, except the provisions of Section 12 are effective as of
January 1, 2005.
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Section 2 .
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Eligibility .
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Any Director of Bristol-Myers Squibb
Company (the “Company”) who is not an officer or
employee of the Company or a subsidiary thereof is eligible to
participate in the Plan.
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Section 3 .
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Deferred
Compensation Account .
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There shall be established on the
books of the Company for each participant a deferred compensation
account in the participant’s name. At the time a participant
commences participation in the Plan, he or she shall elect to have
the amounts deferred under Section 4 credited to his or her
account among the notional investments described below. In
accordance with the procedures set forth by the Corporate
Secretary’s Office of the Company, (i) a participant may
elect to change the allocation of future deferrals among the
notional investments, and (ii) during the deferral period, a
participant may reallocate amounts previously deferred among the
notional investments.
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(a)
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Treasury
Units . The amount
credited to a participant’s deferred compensation account as
Treasury Units shall be credited with interest at a rate equal to
six-month United States Treasury bill yield for the end of the
calendar quarter.
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(b)
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Dollar
Units . The amount
credited to a participant’s deferred compensation account as
Dollar Units shall be credited with interest at a rate that is
equal to the Company’s weighted average return on cash
investment during the current calendar quarter.
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i.
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The amount
credited to a participant’s deferred compensation account as
Share Units shall be credited in shares of the Company’s
common stock equal to the number of shares of the Company’s
common stock which could have been purchased with the amounts
deferred determined by dividing the dollar value of the amounts
deferred by the Fair Market Value of a share of the Company’s
common stock on the effective date of such deferral.
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ii.
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Upon payment by
the Company of dividends on its common stock, additional Share
Units shall be credited to a participant’s deferred
compensation account equal to the number of Share Units in the
participant’s account as of the record date multiplied by the
amount paid per share in such dividend or distribution divided by
the Fair Market Value of a share of common stock at the payment
date of such dividend. For purposes of this Plan, “Fair
Market Value” shall mean the average of the high and low sale
prices of a share of the company’s common stock on the New
York Stock Exchange composite tape on the date of measurement or,
if there were no trades on such date, on the day on which a trade
occurred last preceding such date.
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iii.
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The amount of
Share Units in a participant’s deferred compensation account
shall be adjusted to take into account a merger, consolidation,
reorganization, recapitalization, stock split or other change in
corporate structure or capitalization affecting the Company’s
common stock, with such adjustment to preserve without enlarging
the rights of a participant with respect to such Share Units. The
manner of such adjustment shall be in the discretion of the
Corporate Secretary’s Office of the Company.
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Section 4 .
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Participant
Deferrals .
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(a)
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Mandatory
Deferrals . The Board of
Directors shall determine the number of Share Units payable, as of
February 1 of each year, to the participant for membership on
the Board of Directors. A new member of the Board of Directors who
is eligible to participate in the Plan shall receive, on the date
the Director joins the Board, a pro-rata number of Share Units
based on the number of Share Units payable to participants as of
the prior February 1. For this purpose, the prorata portion
shall be determined in accordance with the procedures set forth by
the Corporate Secretary’s Office of the Company. Such Share
Units shall be deferred and credited to such participant’s
deferred compensation account pursuant to Section 3. In
addition, twenty-five (25) percent of the retainer fee payable
to the participant for membership on the Board of Directors shall
be deferred and credited to such participant’s deferred
compensation account as Share Units until the end of the earliest
calendar year at which the participant has met a guideline level of
Share Unit or Company common stock ownership as determined by the
Board of Directors and then in effect.
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(b)
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Elective
Deferrals . A participant
may elect, by filing the appropriate form pursuant to
Section 8, to defer receipt for any calendar year of either
(1) all of the compensation payable to the participant for
serving on the Board of Directors and any committee thereof,
(2) only the retainer fee payable to the participant for
service on the board of directors, or (3) any percentage,
equal to or exceeding twenty-five percent of the compensation
payable to the participant specified in clause
(1) hereof.
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(c)
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Discretionary Deferrals . The Board of Directors may, in its sole
discretion, provide additional compensation to eligible directors
in the form of Share Units, with such Share Units being deferred
and credited to the participant’s deferred compensation
account pursuant to Section 3.
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Section 5 .
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Period of
Deferral .
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A participant may elect to defer
receipt of compensation either (1) until a specified year in
the future, but in no event more than five years after termination
of service, (2) until the cessation of the participant’s
service as a Director or (3) until the end of the calendar
year in which the cessation of the participant’s service as a
Director occurs. If alternative (1) is elected, payment will
be made or will commence on February 1 of the year specified;
if alternative (2) is elected, payment will be made or will
commence on the date that is sixty days after the cessation of the
participant’s service as a director; and if alternative
(3) is elected, payment will be made or will commence on
February 1 after the end of the calendar year in which the
cessation of the participant’s service as a Director occurs.
Installment payments under the Plan will be made on the anniversary
of the applicable commencement date. If any payment date specified
under the Plan is not a business day, the payment will be made on
the first business day thereafter. For purposes of this Plan,
cessation of service as a Director means a “separation from
service” as defined in Treasury Regulation §
1.409A-1(h).
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Section 6 .
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Form of
Payment .
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A participant may elect to receive
the compensation deferred under the Plan in either (1) a lump
sum in cash or (2) a number of installments in cash, not more
than ten, as specified by the participant. If installment payments
are elected, the amount of each installment shall be equal to the
balance in the participant’s deferred compensation account
divided by the number of installments remaining to be paid
(including the installment in question). For purposes of this
Section 6, the dollar value of Share Units shall be determined
by multiplying the number of Share Units credited to a
participant’s deferred compensation account on the date of
such payment by the Fair Market Value on such date. Elections under
this Section 6 shall be made by the applicable deadline under
Section 8, except as otherwise permitted under
Section 12.
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Section 7 .
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Death of
Participant .
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A participant may
elect that, in the event he or she dies prior to receipt of any or
all of the amounts payable pursuant to this Plan, any amounts
remaining in the participant’s deferred compensation account
shall be paid to the participant’s estate in cash in either
(1) a lump sum paid on the 60 th day following the
participant’s death or (2) a number of annual
installments, not more than ten, as specified by the participant.
If alternative (2) is elected and payment to the participant
pursuant to clause (2) of Section 6 has not commenced
prior to death, the initial installment payment hereunder shall be
made sixty days after the participant’s death, with
subsequent installment payments on the anniversary of the
commencement date, and the amount of each such installment shall be
determined as provided in the last sentence of Section 6. If
alternative (2) is elected and payment to the participant
pursuant to clause (2) of Section 6 had commenced prior
to death, the installment payments to the participant’s
estate shall be made at the same time and in the same amount as
such payments would have been made to the participant had he or she
survived. For purposes of this Section 7, the dollar value of
Share Units shall be determined by multiplying the number of Share
Units credited to a participant’s deferred compensation
account on the date of his death by the Fair Market Value on such
date. Any election permitted under this Section 7 must be made
prior to the year of deferral, except that an election may be made
not later than December 31, 2008 to the extent permitted under
applicable rules under Section 409A of the Internal Revenue
Code of 1986 (the “Code”).
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Section 8 .
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Time of
Election of Deferral .
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An election to defer compensation
may be made by (i) a first-time nominee for election as a
Director
