EXHIBIT 10s.
NONQUALIFIED STOCK OPTION
AGREEMENT
UNDER THE BRISTOL-MYERS SQUIBB
COMPANY
2007 STOCK AWARD AND INCENTIVE
PLAN
BRISTOL-MYERS SQUIBB COMPANY, a
Delaware corporation (the “Company”), has granted to
you an option to purchase shares of the Common Stock
(“Shares”) of the Company (the "Option"), at the
specified exercise price, as set forth in the Grant Summary above,
which is incorporated into this Nonqualified Stock Option Agreement
(the “Agreement”) and deemed to be a part hereof. The
Option will expire and cease to be exercisable at the earlier of
the Stated Expiration Date set forth in the Grant Summary above or,
in the event of Termination of Employment (as defined in
Section 5(e) below), the date the Option ceases to be
exercisable under Section 5. This Option is granted under
Section 6(b) of, and is subject in all respects to the terms,
definitions and provisions of, the Bristol-Myers Squibb Company
2007 Stock Award and Incentive Plan (the “Plan”) and
the terms and conditions set forth in the Grant Summary and this
Agreement.
1. General The Option is
subject to the terms and conditions of the Plan and this Agreement.
The Plan, and documents constituting the prospectus relating to the
Plan and this Option, have previously been delivered to you and/or
are available on the Company’s intranet site at
[https://:www.home.bms.com]. All of the applicable terms,
conditions and other provisions of the Plan are incorporated by
reference herein. Capitalized terms used in this Agreement but not
defined herein shall have the same meanings as in the Plan. If
there is any conflict between the provisions of this document and
mandatory provisions of the Plan, the provisions of the Plan
govern. By accepting the grant of the Option, you agree to be bound
by all of the terms and provisions of the Plan (as presently in
effect or later amended), the rules and regulations under the Plan
adopted from time to time, and the decisions and determinations of
the Compensation and Management Development Committee of the
Company's Board of Directors (the "Committee") made from time to
time. The Option is a non-qualified stock option (not an incentive
stock option as defined under Section 422 of the Internal
Revenue Code of 1986, as amended).
2. Vesting and
Transferability
(a) Vesting . The
Option shall vest and become exercisable as to 25% of the Shares,
cumulatively, on each of the first, second, third, and fourth
anniversaries of the Award Date (rounded to the nearest whole
Share), if you remain employed by the Company or a subsidiary at
the vesting date; provided, however, that the Option will become
vested and exercisable at other times as specified in this
Section 2 and Section 5 hereof. Subject to all applicable
laws, rules, regulations and the terms of the Plan and this
Agreement, you may exercise the Option only after the time and to
the extent the Option has become vested and exercisable and prior
to or on the Expiration Date of the Option. You must remain in the
continuous employment of the Company or one of its subsidiaries for
a period of one year following the Award Date as a condition to
your right to exercise any portion of the Option, except as
otherwise provided in Section 5. During your employment, the
stated vesting schedule set forth above shall govern the vesting
and exercisability of the Option, except that if you have attained
age 60 and met the one-year continuous employment requirement of
this Section 2(a) while employed your Option will be fully
vested and you may exercise it in full thereafter.
(b)
Non-Transferability . The Option is not transferable
other than by will or by the laws of descent and distribution,
unless otherwise determined by the Committee in accordance with
Section 11(b) of the Plan.
3. Option Exercise and Payment of
Exercise Price To exercise the Option, in whole or in part, you
must notify the Company's designated broker/agent in the manner
specified by the Plan administrator. This notification will be
effective upon receipt by the Company's designated broker/agent and
must be received on or before the specified Expiration Date. If the
specified Expiration Date falls on a day that is not a regular
business day at the Company's executive office in New York City or
broker/agent's office, then the exercise notification must be
received on or before the last regular business day prior to the
Expiration Date.
Payment must be made in the form of
a wire transfer, personal check, or money order, payable in U.S.
dollars and on a U.S. bank to the order of the Company's designated
broker/agent; or by authorizing the Company's designated
broker/agent to sell the Shares acquired upon the exercise of the
Option and remit to the Company a sufficient portion of the sale
proceeds to pay the entire exercise price, applicable brokerage
fees, and any withholding and/or taxes and applicable fees
resulting from such exercise as described in Section 4 hereof;
or, if not problematic under local law, by (i) delivery of a
certificate or certificates for Shares owned by you having a Fair
Market Value at the date of exercise equal to the aggregate
exercise price being paid in this way or (ii), if then permitted by
the Plan Administrator, by instructing the Company to withhold from
the Shares issuable upon exercise of the Option the number of
Shares having a Fair Market Value at the date of exercise equal to
the aggregate price being paid in this way, or in a combination of
the foregoing; provided, however, that payment in Shares under
clause (i) above will not be permitted unless at least 100
Shares are
E-10-1
required and delivered for such purpose. Any
stock certificate or certificates to be delivered to the Company in
payment of the exercise price must be endorsed, or accompanied by
an appropriate stock power, to the order of Bristol-Myers Squibb
Company, with the signature guaranteed by a bank or trust company
or by a member firm of the New York Stock Exchange. In lieu of the
physical delivery of certificate(s), you may submit certificates by
attestation.
No shares will be issued pursuant to
the exercise of an Option unless such issuance and such exercise
have complied with all relevant provisions of law and requirements
of any stock exchange upon which the shares may then be listed. As
a condition to the exercise of the Option, the Company may require
you to make any representation or warranty to the Company as may be
required under any applicable law or regulation.
4. Withholding and Employment
Taxes Upon Exercise of Option You must pay the Company upon its
demand the amount equal to its liability, if any, for the
withholding of federal, state or local income or earnings tax or
any other applicable tax or assessment (plus interest or penalties
thereon, if any, caused by a delay in making such payment) incurred
by reason of your exercise of the Option or otherwise in connection
with your Option. You may satisfy these withholding tax obligations
by authorizing the Company's designated broker/agent to sell an
appropriate number of shares being issued on exercise to cover the
federal, state, and local income and earnings taxes, or by
directing the Company to withhold shares out of the option shares
with a Fair Market Value up to but not exceeding the federal,
state, and local income and earnings taxes required to be withheld.
If, on the date of exercise, you are an executive officer of the
Company within the meaning of Section 16 of the Securities
Exchange Act of 1934, you must pay these withholding tax
obligations in cash or use share withholding to satisfy the
obligation to pay federal, state, and local income and earnings
taxes required to be withheld on the exercise.
5. Termination of Employment
Except as provided in this Section 5, any portion of the
Option that has not vested at or before the date on which you have
a Termination of Employment shall be canceled and forfeited, unless
otherwise determined by the Committee.
(a) Retirement . If
you have a Termination of Employment due to Retirement less than
one year after the Award Date, any unvested portion of the Option
will be canceled and forfeited. If you have a Termination of
Employment due to Retirement one year or more after the Award Date,
the Option will become fully vested upon your Retirement date and
you will be entitled to exercise the Option (including any portions
that vested at age 60 or otherwise vested before Retirement under
Section 2) at any time until the stated Expiration Date,
subject to Sections 6 and 7.
(b) Disability . If
you become Disabled, you will not be deemed to have a Termination
of Employment for that reason for the period during which, under
the applicable disability pay plan of the Company or a subsidiary,
you are deemed to be employed and continue to receive disability
payments. Upon the cessation of payments under such disability pay
plan, (i) if you return to employment status with the Company
or a subsidiary, you will not be deemed to have had a Termination
of Employment, and (ii), if you do not return to such employment
status, you will be deemed to have had a Termination of Employment
at the date of cessation of such disability payments, with such
Termination treated for purposes of this Agreement as a Retirement,
death, or voluntary Termination of Employment based on your
circumstances at the time of such Termination. For purposes of this
Agreement, "Disability" or "Disabled" shall mean qualifying for and
receiving payments under a disability plan of the Company or any
subsidiary either in the United States or in a jurisdiction outside
of the United States, and in jurisdictions outside of the United
States shall also include qualifying for and receiving payments
under a mandatory or universal disability plan or program managed
or maintained by the government.
(c) Death . If you die
while you are employed by the Company or a subsidiary and less than
one year after the Award Date, the Option will be canceled and
forfeited. If you die while you are employed by the Company or a
subsidiary and one year or more after the Award Date, your Option
will be fully vested upon your death and your estate may exercise
the Option at
