Exhibit 10.16
BRISTOL-MYERS SQUIBB
COMPANY
TeamShare Stock Option
Plan
(as amended and restated
effective as of September 10, 2002)
1. Purpose:
The purpose of the TeamShare
Stock Option Plan (the “Plan”) as amended and restated
effective as of September 10, 2002 is to advance the interests
of Bristol-Myers Squibb Company, its Subsidiaries and Affiliates by
giving substantially all Employees a stake in the Company’s
future growth, in the form of stock options, thereby improving such
Employees’ long-term incentives and aligning their interests
with those of the Company’s shareholders.
2. Definitions:
For purposes of this
Plan:
(a) “Affiliate”
shall mean any entity in which the Company has an ownership
interest of more than 50%.
(b) “Code” shall
mean the Internal Revenue Code of 1986, as amended.
(c) “Common Stock”
shall mean the Company’s common stock (par value $.10 per
share).
(d) “Company” shall
mean Bristol-Myers Squibb Company.
(e) “Disability” or
“Disabled” shall mean qualifying for and receiving
payments under a long-term disability pay plan maintained by the
Company or any Subsidiary or Affiliate or as required by or
available under applicable local law.
(f) “Employee”
shall mean any individual employed by the Company or any Subsidiary
or Affiliate excluding leased employees within the meaning of
Section 414(n) of the Code and key executives of the Company
or any of its Subsidiaries or Affiliates. Employee shall also
exclude any person who performs services for the Company if the
Company treats the person for tax or labor law purposes as an
independent contractor. If such person is subsequently determined
to be an employee of the Company by the Internal Revenue Service or
any other federal, state or local governmental agency or competent
court of authority, he will become an Employee on the date that
this determination is finally adjudicated or otherwise accepted by
the Company as long as he meets the other requirements of this
Section 2(f). Such person shall not, under any circumstances,
be treated as an Employee for the period of time during which the
Company treated the person as an independent contractor for federal
tax purposes even if the determination of employee status has
retroactive effect. In addition, any person who performs services
for the Company, regardless of whether such person is an employee
or independent contractor, shall not be an Employee for any period
of time during which he has agreed in writing that he is not
entitled to participate in the Company’s employee benefit
plans.
(g) “Exchange Act”
shall mean the Securities Exchange Act of 1934, as
amended.
(h) “Fair Market
Value” shall mean the average of the high and low sale prices
of a share of Common Stock on the New York Stock
Exchange, Inc. composite tape on the date of measurement or on
any date as determined by the Committee and if there were no trades
on such date, on the day on which a trade occurred next preceding
such date.
(i) “Retirement”
shall mean termination of the employment of an Employee with the
Company or any Subsidiary or Affiliate on or after (i) the
Employee’s 65th birthday or (ii) the Employee’s
55th birthday if the Employee has completed 10 years of
service with the Company, its Subsidiaries and/or its Affiliates.
For purposes of this Section 2(i) and all other purposes
of this Plan, Retirement shall also mean termination of employment
of an Employee with the Company
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or a Subsidiary or Affiliate for any reason
(other than the Employee’s death, disability, resignation,
willful misconduct or activity deemed detrimental to the interests
of the Company) where, on termination, (iii) the
Employee’s age plus years of service (rounded up to the next
higher whole number) equals at least 70 and the Employee has
completed 10 years of service with the Company, its
Subsidiaries and/or its Affiliates or (iv) the employee is at
least 50 years of age and the employee has completed
10 years of service with the Company, its Subsidiaries and/or
its Affiliates provided the Optionee executes a general release
agreement and, where applicable, a non-solicitation and/or
non-compete agreement with the Company. This
section 2(i)(iv) shall expire on January 31,
2003.
(j) “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. Shares Available for
Options: The amount
of shares of the Company’s stock which may be issued for
options granted under the Plan shall not exceed 66,000,000 as
adjusted to reflect the February 7, 1997 and February 5,
1999 two-for-one stock splits, and subject to further adjustment
under Section 9 hereof.
4. Administration: The Plan shall be administered under the
supervision of the Board of Directors of the Company which shall
exercise its powers, to the extent herein provided, through the
agency of the Compensation and Management Development Committee
(the “Committee”) appointed by the Board of Directors
of the Company and shall consist of not less than three directors
who shall serve at the pleasure of the Board.
The Committee, from time to time,
may adopt rules and regulations for carrying out the provisions and
purposes of the Plan and make such other determinations, not
inconsistent with the terms of the Plan, as the Committee shall
deem appropriate. The interpretation and construction of any
provision of the Plan by the Committee shall, unless otherwise
determined by the Board of Directors, be final and
conclusive.
The Committee shall maintain a
written record of its proceedings. A majority of the Committee
shall constitute a quorum, and the acts of a majority of the
members present at any meeting at which a quorum is present, or
acts unanimously approved in writing, shall be the acts of the
Committee.
Notwithstanding the foregoing, the
Committee may designate persons other than members of the Committee
to carry out such responsibilities of the Committee under the Plan
as it may deem appropriate. The delegation of responsibilities will
be effected by written instrument executed by the
Committee.
5. Eligibility:
An option may be granted to an
Employee who is actively employed with the Company or any
Subsidiary or Affiliate on the grant date provided the Employee
regularly works or is anticipated to regularly work at least
1,000 hours in a twelve (12) consecutive month
period.
The adoption of this Plan shall not
be deemed to give any Employee any right to be granted an option to
purchase Common Stock of the Company, except to the extent and upon
such terms and conditions as may be determined by the
Committee.
6. Stock Options:
Stock options under the Plan
shall consist of nonqualified stock options.
Each option shall be subject to the
following terms and conditions:
(a) Grant of
Options. The
Committee shall (1) determine the date(s) on which options may
be granted, (2) select the Employees to whom options may be
granted or offered subject to collective bargaining where required,
(3) determine the number of shares to be covered by each
option so granted, (4) determine the terms and conditions (not
inconsistent with the Plan) of any option granted hereunder
(including but not limited to restrictions upon the options,
conditions of
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their exercise, or on the shares of Common Stock
issuable upon exercise thereof), and (5) prescribe the form of
the instruments necessary or advisable in the administration of
options.
(b) Terms and Conditions of
Option. Any option
granted under the Plan shall be evidenced by a Stock Option
Agreement executed by the Company, in such form as the Committee
shall approve, which agreement shall be subject to the following
terms and conditions and shall contain such additional terms and
conditions not inconsistent with the Plan. Unless the Optionee
rejects such Stock Option Agreement in writing, the Optionee shall
be deemed to have accepted the Stock Option Agreement and shall be
bound by all of the terms and conditions of the Stock Option
Agreement and the Plan.
(1) Number of Shares Subject
to an Option. The
Stock Option Agreement shall specify the number of shares of Common
Stock subject to the Agreement.
(2) Option Price.
The purchase price per share
of Common Stock purchasable under an option will be determined by
the Committee but will be not less than the Fair Market Value in
U.S. dollars of a share of Common Stock on the date of the grant of
such option.
(3) Option
Period. The period
of each option shall be fixed by the Committee, but no option shall
be exercisable after the expiration of ten years from the date the
option is granted.
(4) Consideration. Each optionee, as consideration for the
grant of an option, shall remain in the continuous employ of the
Company or of one of its Subsidiaries or Affiliates for at least
one year from the date of the granting of such option, and no
option shall be exercisable until after the completion of such one
year period of employment by the optionee.
(5) Exercise of
Option.
(a) An option shall be
exercised by delivering notice to the Company or its designee at
such address and in such form as shall be designated by the
Committee from time to time or pursuant to such other procedures
that may be established by the Committee from time to time for the
exercise of options.
(b) An option shall be
exercised by any of the following methods:
(i) Delivery of written notice
to the Company or its designee of intention to exercise, including
a certified personal check, certified broker’s check or bank
draft to cover the exercise price and estimated withholding
taxes;
(ii) Delivery of written notice
to the Company or its designee of intention to exercise, including
a certified personal check, certified broker’s check or bank
draft to cover the exercise price and the authorization for the
Company or its designee to withhold the appropriate number of
shares being exercised to cover the optionee’s withholding
tax liability. The certifie
