Senior Executive Severance Plan



 Exhibit 10 mm. 
 Bristol-Myers Squibb Company 
 Senior Executive Severance Plan

 and 
 Summary Plan Description 

  
 i 









					
	 Purpose
	  	 	1	  
		
	 Section 1 – Eligibility to Participate
	  	 	1	  
		
	 Section 2 – Eligibility for Severance Payments and Benefits
	  	 	1	  
		
	 Section 3 – Severance Payments And Benefits
	  	 	3	  
		
	 Section 4 – Amendment and Plan Termination
	  	 	9	  
		
	 Section 5 – Miscellaneous
	  	 	9	  
		
	 Section 6 – Administrative Information About Your Plan
	  	 	14	  
		
	 Section 7 – Your Rights and Privileges Under ERISA
	  	 	15	  
		
	 Section 8 – Other Administrative Facts
	  	 	17	  


  
 ii 









 Purpose 

 
 The Compensation and Management Development
Committee of the Board of Directors of Bristol-Myers Squibb Company (“BMS” or the “Company”) has adopted the Bristol-Myers Squibb Company Senior Executive Severance Plan (the “Plan”) for eligible senior executives of
the Company and its participating subsidiaries and affiliates (“Participating Employer”). The purpose of the Plan is to provide equitable treatment for terminated senior executives consistent with the values and culture of the Company,
provide financial support for senior executives seeking new employment, recognize senior executives’ contributions to the Company, and to avoid or mitigate the Company’s potential exposure to litigation. The Company further believes that
the Plan will aid the Company in attracting and retaining highly qualified senior executives who are essential to its success. 

Section 1 – Eligibility to Participate 

 
 You are eligible to participate in the Plan if
you are a senior executive at the E9 grade level or above of the Company or a Participating Employer (excluding the chairperson of the Board of Directors of the Company). 
 Notwithstanding anything contained herein, you are not eligible to participate in the Plan and will be excluded from coverage under the Plan if you are: 

 

	 	•	 	 a party to an individual arrangement or a written employment agreement with the Company providing severance payments other than pursuant to the Plan or
a change in control letter agreement with the Company, or 


  

	 	•	 	 covered by a local practice outside the U.S. and Puerto Rico that provides for severance payments and/or benefits in connection with a voluntary or
involuntary termination of employment that is greater than the severance payments and/or benefits set forth herein. For further information, see “Offset for Executives in Puerto Rico and U.S. Expatriates” and “Pay in Lieu of
Notice Periods and Offsets for Executives Employed Outside the U.S. and Puerto Rico Who Are Not U.S. Expatriates” on pages 4-5. 


 Section 2 – Eligibility for Severance Payments and Benefits 
  

Right to Severance Payments and Benefits 
 You shall be eligible to receive from the Company severance payments and benefits as set forth in Section 3 if your employment by the Company or a Participating Employer is terminated for any one or
more of the following reasons: 

  
 1 









	 	(a)	Your employment is terminated involuntarily other than for Cause (as defined below). 


 

	 	(b)	You voluntarily terminate your employment for Good Reason (as defined below). 

 To qualify for severance payments and benefits under the Plan upon voluntary termination for Good Reason, you must notify the Company in writing of termination for Good Reason specifying the event
constituting Good Reason within fifteen (15) calendar days of the event. Failure for any reason to give written notice of termination of employment for Good Reason shall be deemed a waiver of the right to voluntarily terminate employment for
such Good Reason. The Company shall have a period of thirty (30) days in which to cure the Good Reason. If the Good Reason is cured within this period, you will not be entitled to severance payments and benefits hereunder. If the Company waives
its right to cure or does not, within the thirty (30) day period, cure the Good Reason, you shall be entitled to severance payments and benefits and your actual termination date shall be determined in the sole discretion of the Company but in
no event later than thirty (30) calendar days from the date the Company waives its right to cure or the end of the period in which to cure the Good Reason, whichever is earlier. 
 Ineligibility for Severance Payments and Benefits 
 Notwithstanding any provision of
the Plan, you shall not be eligible for separation payments and benefits under Section 3 if your termination of employment occurs by reason of any of the following: 

 

	 	•	 	 voluntary termination other than for Good Reason (as defined below); 



 

	 	•	 	 mandatory retirement from employment in accordance with Company policy or statutory requirements; 



 

	 	•	 	 disability (as defined in the Company’s long-term disability plan); 



 

	 	•	 	 for Cause; 


  

	 	•	 	 refusal to accept a transfer to a position with the Company or a Participating Employer, as applicable (for which you are qualified as determined by
the Company by reason of knowledge, training, and experience), provided the transfer would not constitute Good Reason for a voluntary termination; 


  

	 	•	 	 the sale of all or part of the Company or Participating Employer’s business assets if you are offered employment by the acquirer of such assets
regardless of the terms and conditions of employment offered by the acquirer, and regardless of whether you accept the offer; 


  

	 	•	 	 upon the formation of a joint venture or other business entity in which the Company or a Participating Employer, as applicable, directly or indirectly
will own some outstanding voting or other ownership interest if you are offered employment by the joint venture entity or other business entity regardless of the terms and conditions of employment offered by the joint venture entity or other
business entity, and regardless of whether you accept the offer; or 


  

	 	•	 	 you are reporting to a different person. 



  
 2 








 Cause 
 “Cause” shall mean: 
  

	 	(i)	failure or refusal by you to substantially perform your duties with the Company or a Participating Employer (except where the failure results from incapacity due to
disability); or 

  

	 	(ii)	severe misconduct or activity deemed detrimental to the interests of the Company or a Participating Employer. This may include, but is not limited to, the following:
acts involving dishonesty, violation of Company or a Participating Employer written policies (such as those related to alcohol or drugs, etc.), violation of safety rules, disorderly conduct, discriminatory harassment, unauthorized disclosure of
Company or a Participating Employer confidential information, or the entry of a plea of nolo contendere to, or the conviction of, a crime. 

 “Cause” shall be interpreted by the Company in its sole discretion and such interpretation shall be conclusive and binding on all parties. 

Good Reason 
 “Good
Reason” shall mean the occurrence of any one or more of the following events: 
  

	 	(i)	A material reduction in your Base Pay (as defined on page 14). 

  

	 	(ii)	A material reduction in your executive grade level (e.g., the Company changes your job level from an E10 to an E9) resulting in a material diminution of your authority,
duties, or responsibilities. 

  

	 	(iii)	A change in the location of your job or office, so that you will be based at a location which is more than 50 miles farther (determined in accordance with the
Company’s relocation policy) from your primary residence than your work location immediately prior to the proposed change in job or office. 

 Section 3 – Severance Payments And Benefits 
  

Under the Plan, you are eligible to receive Basic Severance and Supplemental Severance, provided you meet the eligibility criteria for severance payments
and benefits in Section 2. 
 Basic Severance 

 
 As Basic Severance, you shall receive severance
payments equal to four (4) times your Base Pay (as defined below, see page 14). You are not required to sign a separation agreement or general release to receive Basic Severance. 

  
 3 








 Supplemental Severance 

 
 In addition to Basic Severance, if you are
eligible, you may receive Supplemental Severance. Payment of Supplemental Severance is contingent upon your signing a Separation Agreement containing a general release and allowing the general release to become effective (see “Separation
Agreement, Including General Release and Restrictive Covenants,” below). The terms of Supplemental Severance, if payable, are as follows: 
  

			
	 Grade Level
	  	 Supplemental Severance

	E9	  	74 times your Base Pay (as defined below)
		
	E10 and above	  	100 times your Base Pay (as defined below)

 Nothing in
this Section 3, the Plan, a change in control letter agreement, an offer letter from the Company or a Participating Employer, a prevailing practice of the Company or a Participating Employer, or any oral statement made by or on behalf of the
Company or a Participating Employer shall entitle you to receive duplicate benefits in connection with a voluntary or involuntary termination of employment. For example, you are not eligible for payments and benefits under both this Plan and a
change in control letter agreement between you and the Company. The obligation of the Company, to make payments hereunder shall be expressly conditioned upon you not receiving duplicate payments. 

Pay in Lieu of Notice Periods for U.S. and Puerto Rico Executives and U.S. Expatriate Executives 

The Basic Severance and Supplemental Severance payments under the Plan shall not be reduced by any cash payments to which you may be entitled under any
federal, state or local plant-closing or mass layoff law (or similar or analogous) law, including, without limitation, pursuant to the U.S. Worker Adjustment and Retraining Notification Act or any state or local “pay in lieu of notice” law
or regulation (“WARN Act”); provided, however, the payment for time not worked during a WARN Act notice period up to a maximum of four weeks’ base pay will be offset from the Basic Severance payments under the Plan.

 Offset for Executives in Puerto Rico and U.S. Expatriates 
 The Basic Severance and Supplemental Severance payments under the Plan shall be reduced (but not below zero) for executives in Puerto Rico by any payments under Puerto Rico Act 80, as amended on
October 7, 2005. The Basic Severance and Supplemental Severance payments under the Plan shall be reduced (but not below zero) for U.S. expatriates with respect to any statutory payments of severance in any country other than the U.S. and the
payments and benefits hereunder are conditioned upon statutory payments, if any, being offset. 
 Pay in Lieu of Notice Periods and
Offsets for Executives Employed Outside the U.S. and Puerto Rico Who Are Not U.S. Expatriates 
 The Basic Severance and Supplemental
Severance payments under the Plan shall be reduced (but not below zero) by any cash payments to which you may be entitled under or in respect of any of the following: (i) “pay in lieu of notice” or “notice” laws,
(ii) any pay in lieu of notice under your contract of employment, (iii) any damages for breach of your employment contract calculated by reference to any period of notice required to be given to terminate your contract which was not given
in full, (iv) any 

  
 4 








 
compensation required to be paid by any law of any jurisdiction in respect of the termination of your employment, (v) any law of any jurisdiction with respect to the payment of severance,
termination indemnities or other similar payments, or (vi) any contract, agreement, plan, program, practice or arrangement which are payable due to your termination of employment with the Company or an affiliate or subsidiary of the Company
(but excluding, for the avoidance of doubt, any payments made on retirement from a retirement savings plan, pension plan or provident fund). 

No Mitigation 
 You shall not be
required to mitigate the amount of any payment provided for in the Plan by seeking other employment and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to you in any subsequent employment.

 Debt Owed to the Company or a Participating Employer 
 If you owe the Company or a Participating Employer money for any reason, the Company or Participating Employer may offset the amount of the debt from your severance payments to the extent permitted by
law. 
 Separation Agreement, Including General Release and Restrictive Covenants 

The obligation of the Company to pay you Supplemental Severance and provide you with the opportunity to continue up to 56 weeks
of subsidized medical, dental (not applicable for Puerto Rico executives) and life insurance coverage shall be expressly conditioned upon you timely executing a separation agreement in a form that is satisfactory to the Company (the “Separation
Agreement”). Such Separation Agreement shall include a general release of claims against the Company, its affiliates and their respective officers, directors, employees and agents, and shall contain certain restrictive covenants and obligations
of you including, but not limited to, non-competition and non-solicitation covenants for a period of one-year following your separation date, an agreement by you not to make use of confidential or proprietary information of the Company or its
affiliates, an agreement not to disparage or encourage or induce others to disparage the Company, its affiliates or their respective products for a period no more than the period you are receiving payments hereunder, an agreement to return Company
property, and an agreement to cooperate with legal matters of the Company in which you might have knowledge. To be eligible to receive Supplemental Severance, Company-subsidized medical, life and dental benefits and to the extent applicable other
benefits as set forth below, you must execute and return the Separation Agreement during the requisite time period. The Company will supply to you the form of such Separation Agreement not later than the date of your Separation from Service. You
must sign and return the Separation Agreement within the minimum time period required by law and not revoke it during any permitted revocation period1, in order for the Separation Agreement to become effective. Otherwise, you will not be eligible for, and the Company
shall not have any obligation to, pay you any Supplemental Severance payments. 
 How Your Benefit Is Paid 

 
 Basic Severance, if payable, will be paid at
regular payroll intervals according to your pay schedule prior to your termination. 
  

 

	1	 In general, the shortest minimum time period for reviewing and signing a general release is 21 days, but that may be longer or shorter depending on the
circumstances. Also, in general, individuals have a 5-day period after signing a general release within which to revoke the release. A Separation Agreement will specify these time periods. 



  
 5 








 In general, Supplemental Severance payments, if payable, will not begin until at least eight days after you
return a signed Separation Agreement (containing the general release) to the Company, but in no event later than 60 days after your effective date of termination. 
 Notwithstanding the foregoing, any Basic or Supplemental Severance that constitutes a deferral of compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”) shall be subject to the six-month delay rule, if applicable, and other limitations required to comply with Code Section 409A requirements. See Section 5, including the subsection entitled “Specified
Employees”, page 12 of the Plan). Therefore, if you are a Specified Employee, the payment of Supplemental Severance may be delayed. In that event, any Supplemental Severance not paid in the ordinary course will be added to the first
Supplemental Severance payment (without interest) that is not subject to the Code Section 409A restrictions. 
 “Severance Pay
Period” is defined as the number of weeks’ base pay for which you are eligible under the Plan counting both Basic and Supplemental Severance. For example, if you would be eligible for 4 weeks of Basic Severance and 74 weeks of Supplemental
Severance, your Severance Pay Period would be 78 weeks. 
 Continuation of Employee Benefits For U.S. and Puerto Rico and U.S. Expatriate
Executives E9 and Above Only 
  

During the Severance Pay Period, you are not considered an employee of the Company or a Participating Employer for any purpose — including
eligibility under any employee benefit plan. The following benefits, however, will continue to be available as outlined below if you are a U.S. or Puerto Rico senior executive or a U.S. expatriate senior executive and, in all events, you are at the
E9 grade level or above: 
 Health Care Plans 
 If you and your dependents were enrolled in the Company’s health plan on your termination date, this coverage will continue until the end of the month in which you are no longer employed with the
Company or a Participating Employer, as applicable. At termination of employment, you and your enrolled eligible dependents will be offered the opportunity to elect to continue your current plan coverage beyond the end of the month in which you are
no longer employed with the Company under either of two options: 
 Under Option I, if you sign and return the General Release in the requisite
time period, your eligibility for Company subsidized health plan benefits shall continue for you and your family until the earlier of (i) fifty-six weeks measured from the date you separated employment with the Company or (ii) the date you
begin new employment. Please remember that your eligible dependents will be able to continue Option I coverage only if you also elect to continue coverage under this option. 
 Option II provides for the continuation of health plan coverage as required under Federal law (COBRA). Under COBRA you are required to pay the full cost of coverage for you and your covered dependents
plus a 2% administrative fee. The COBRA continuation period begins as of the first day following the month in which your termination date occurs. COBRA runs concurrently with Option I subsidized coverage. That means that health care coverage that
continues during your Severance Pay Period under Option I is also applied toward the maximum COBRA continuation period. 

  
 6 








 After your Option I coverage ends, you can continue COBRA coverage for the balance of your COBRA
continuation period (if any); provided, however, any health care coverage that continues during your Severance Pay Period under Option I is also applied toward the maximum continuation period under COBRA. 

Detailed information about the two benefit continuation options described above will be mailed to your home at the time of termination. 

Life Insurance 
 Your current
level of basic life insurance coverage will continue until the end of the month in which your termination occurs. Thereafter, Company-provided life insurance coverage equal to one times (two times if you are an executive employed in Puerto Rico and
retiree eligible (i.e., age 55 or older with at least ten years of service)) your base pay at termination date will be continued until the earlier of (i) fifty-six weeks measured from the date you separated employment with the Company or
(ii) the date you begin new employment. 
 When you are terminated, if you are participating in the Survivor Income Plan (not applicable
for executives in Puerto Rico), Dependent Life Insurance Plan(s), or the Voluntary Life Insurance Plan(s), coverage will end on the last day of the month in which your termination occurs. When your employment terminates, you may have the opportunity
to elect to convert all or part of any terminating life insurance coverage to an individual policy with the insurer. 
 Long Term Care
Plan (not applicable for executives in Puerto Rico) 
 If you are participating in the Long Term Care Plan, you may be able to continue
coverage directly through the Long Term Care Plan’s insurer, Aetna. 
 Employee Assistance Program (EAP) 

You may continue to participate in the Employee Assistance Program during the benefits continuation period, as long as you remain eligible for benefits
under the Company’s Medical Plan. If you elect COBRA continuation coverage, you may continue to participate in the EAP. You will receive additional information regarding participation at the time of your termination. 

Outplacement 
 You will be
eligible for outplacement services in accordance with the Company’s outplacement services that are in effect for executives at your level as of the date your employment ends with the Company, provided you timely sign and return the Separation
Agreement (as set forth above). 
 Company Perquisites 
 Effective December 31, 2007, the Company eliminated the executive perquisite program. As such, no perquisites will be made available to you after your separation from the Company. 

Other Benefits 
 Accrued and
unused vacation days (including banked vacation), long-term performance awards, vesting and exercising of stock options, vesting of restricted stock and restricted stock units, deferred distributions under the Performance Incentive Plan (PIP) and
bonus payments will be determined in accordance with the applicable Company plans, programs and/or policies. 

  
 7 








 All other benefit coverages, and eligibility to participate in the Company’s plans, will end as of your
termination date. These benefits include, but are not limited to: 
  

	 	•	 	 contributions to the Dependent Care Reimbursement Account (not applicable for executives in Puerto Rico); 



 

	 	•	 	 contributions to the Company’s Savings and Investment Program; 



 

	 	•	 	 earning additional service for vesting and benefit accrual purposes under the Company’s Retirement Income Plan; and 



 

	 	•	 	 participation in the Company’s disability plans. 


 Rule of 70 (for U.S. and Puerto Rico and U.S. expatriate executives E9 and above only) 

 
 If you are eligible for
severance benefits but not eligible to retire1, you may
qualify for the “Rule of 70” benefits when you are terminated if: 
  

	 	•	 	 you sign and return the General Release during the requisite time period; and 



 

	 	•	 	 on termination, your age plus years of service equals at least 70 (rounded to the next higher whole number); and 



 

	 	•	 	 you have a minimum of 10 years of service2. 


 Medical Plan 
 The Rule of 70 benefits give you the opportunity to extend Medical
Plan coverage under Option I, above, beyond the end of the Severance Pay Period as long as you are Rule of 70 eligible, have no other group medical coverage available to you and no other group medical coverage becomes available. 

Between the time that medical coverage under the Plan would normally end (the end of your Severance Pay Period or the end of your COBRA continuation
period, whichever is later) and until the date you reach age 55, you can continue medical coverage by paying the full cost of medical coverage, plus a 2% administrative fee. After the date you reach age 55, you can continue coverage under the
Medical Plan as if you were a retired employee by paying the retiree medical coverage contribution rate in effect at that time. 

Extension of Benefits Under Rule of 70 
 If you become eligible for an extension of medical benefits as a result of your qualification for “Rule of 70” benefits under the Plan, your cost-sharing for medical coverage will be based on
your service as of your actual date of termination of employment pursuant to the terms of the Company’s medical plans. 
 Under the Retiree
Medical Plan, if you are eligible to enroll in Medicare coverage, Medicare will be your primary coverage and the Company plan will be secondary whether or not you actually enroll in 

 
  

	1	 To be eligible to retire, you must be at least age 55 with 10 years of service or age 65. 



	2	 Years of service for the “Rule of 70” eligibility purposes, means total years of employment from date of hire to date of termination.




  
 8 








 Medicare. The Company reserves the right to amend, suspend or terminate its Retiree Medical Plan (and your
rights with regard thereto), in whole or in part, any time in its sole and absolute discretion. 
 For more detailed information about retiree
medical coverage and the cost-sharing formula, refer to “Retirement Coverage” in the Medical Plan section of Your Benefits booklet. 
 Retirement Income Plan 
 The Rule of 70 gives you the opportunity to receive benefits
under the Company’s Retirement Income Plan. If you are Rule of 70 eligible, retirement benefits payable before age 65 are calculated using the same factors as those used for employees who retire at their Early Retirement Date (as defined by the
Retirement Income Plan). The Rule of 70 benefits make it possible for eligible participants to receive benefit payments before age 55 with additional reduction factors applied to account for payment over a longer period of time; provided,
however, this may not be applicable under the BEP-Retirement Income Plan. 
 For more information about the payment of retirement
benefits, refer to the Summary Plan Description of the Retirement Income Plan and the Summary Plan Description of the BEP – Retirement Income Plan. 
 NOTE: Although eligible for retiree medical coverage, a participant entitled to Rule of 70 benefits is not a Bristol-Myers Squibb Company retiree, regardless of when the participant ultimately chooses
benefit payments to begin. Your Human Resources representative will determine whether you qualify for Rule of 70 and advise you at the time of termination. 
 Section 4 – Amendment and Plan Termination 
  

Bristol-Myers Squibb Company reserves the right to terminate or amend, in whole or in part, the Plan at any time in its sole discretion by resolution
adopted by the Compensation and Management Development Committee of the Board of Directors of the Company. The Company reserves the right to implement changes even if they have not been reprinted or substituted in this document. 

Section 5 – Miscellaneous 

 
 Employment Status 

The Plan does not constitute a contract of employment and nothing in the Plan provides or may be construed to provide that participation in the Plan is a
guarantee of continued employment with the Company, a Participating Employer or any of their respective affiliates. 
 Withholding of
Taxes 
 The Company shall withhold from any amounts payable under the Plan all federal, state, local or other taxes that are legally
required to be withheld. 

  
 9 








 No Effect on Other Benefits 
 Neither the provisions of this Plan nor the severance payments and benefits provided for hereunder shall reduce any amounts otherwise payable to you under any incentive, retirement, stock option, stock
bonus, stock ownership, group insurance or other benefit plan. 
 Validity and Severability 

The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision of the Plan, which
shall remain in full force and effect, and any prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 
 Unfunded Obligation 
 All severance payments and benefits under the Plan shall
constitute unfunded obligations of the Company. Severance payments shall be made, as due, from the general funds of the Company. The Plan shall constitute solely an unsecured promise by the Company to provide such benefits to you to the extent
provided herein. For avoidance of doubt, any health benefits to which you may be entitled under the Plan shall be provided under other applicable employee benefit plans of the Company. 
 Governing Law 
 This Plan is intended to constitute an unfunded “employee
welfare benefit plan” maintained for the purpose of providing severance benefits to a select group of management or highly compensated employees, and the Plan shall be administered in a manner consistent with such intent. The Plan is intended
to be excepted from the definitions of “employee pension benefit plan” and “pension plan” set forth under Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Plan and all
rights thereunder shall be governed and construed in accordance with ERISA and, to the extent not preempted by Federal law, with the laws of the state of New York. 
 Section 409A 
 Notwithstanding any other provision of the Plan:

 Exemption 
 To the
fullest extent possible, amounts and other benefits payable under the Plan are intended to be exempt from the definition of “nonqualified deferred compensation” under Code Section 409A in accordance with one or more of the exemptions
available under the final Treasury regulations promulgated under Code Section 409A (collectively, Code Section 409A and the regulations are referred to as “Section 409A”). Specifically, payments of Basic Severance and
Supplemental Severance are intended to be exempt from Section 409A: 
  

	 	•	 	 as short-term deferrals under Treasury Regulation Section 1.409A-1(b)(4) (in general, a short-term deferral is an amount that is payable no later
than the March 15 of the year following the year in which the amount becomes due and payable); and 


  

	 	•	 	 as to payments not qualifying as short-term deferrals, to the extent that the payments do not exceed two times the lesser of (a) the
employee’s total annual compensation based on the employee’s annual rate of pay for the prior taxable year (adjusted for any increases that were 



  
 10 










	 	 
expected to continue indefinitely) or (b) the limitation under Code Section 401(a)(17) for the year in which the employee has a Separation from Service (as defined below) ($245,000 in
2010 (2x = $490,000)) and such payments are made no later than December 31 of the second year following a Separation from Service (the “409A Severance Limit”) 



If, and to the extent that any such amount or benefit provided under this Plan is, or becomes subject to, Section 409A due to a failure to qualify
for an exemption from the definition of nonqualified deferred compensation under Section 409A, this Plan is intended to comply with the applicable requirements of Section 409A with respect to such amounts or benefits so as to avoid the
imposition of any taxes and/or penalties due to a violation of Section 409A. 
 To the extent possible, this Plan shall be interpreted and
administered in a manner consistent with the foregoing statement of intent. 
 Separation from Service 

The term “Separation from Service” from the Company and all subsidiaries has the meaning as defined in Treasury Regulation
Section 1.409A-1(h). In the case of any payment or benefit hereunder payable in connection with a “termination,” if such payment or benefit constitutes a deferral of compensation under Code Section 409A then any such reference to
a “termination” means a Separation from Service. 
 Separate Payments 
 Each installment payment of Basic Severance and Supplemental Severance (i.e., the amount payable in each payroll period) shall be deemed a separate payment for all purposes, including for purposes of Code
Section 409A. 
 Specified Employees 
 Generally, a “Specified Employee” under Section 409A is an officer of the Company who is one of the top 50 highest paid employees as determined by the Company. If you are a Specified
Employee (defined below) on the date of your Separation from Service and the Company determines that any amount or other benefit payable under the Plan due to your Separation from Service is not exempt from Section 409A and would subject you to
“additional tax” under Section 409A (“409A Tax”) with respect to such payment or benefit, then the payment or benefit shall be postponed until the first business day of the seventh month following the Separation from
Service, or, if earlier, the date of the Specified Employee’s death (the “Delayed Payment Date”). 
 Certain exceptions allow
payments to Specified Employees during the six-month period following Separation from Service. The most typical exceptions allow payments during this period if such payments constitute short-term deferrals or such payments do not exceed the 409A
Severance Limitation. Thus, Specified Employees shall receive severance payments under the Plan in accordance with Section 409A without regard to a six-month delay but only to the extent of these exceptions. In particular, the 409A Severance
Limitation shall first apply to payments scheduled for payment during the six months after Separation from Service that do not qualify for the short-term deferral exemption, and next shall apply to remaining payments in reverse order of payment from
the latest payments that could be covered by the 409A Severance Limitation. Any amount that would have been paid during this six-month period but for the fact that the payment is not exempt from


  
 11 









 
Section 409A (for example, amounts in excess of the 409A Severance Limitation) will be paid on the Delayed Payment Date and will not include interest. 

You and the Company may agree to take other actions to avoid the imposition of a 409A Tax but only if permitted under Section 409A provided,
however, the Company retains sole discretion whether to take or not take any particular action and will not under any circumstances be obligated to take or not take any particular action. In the event that this paragraph requires a delay of any
payment, such payment shall be accumulated and paid in a single lump sum without interest on the Delayed Payment Date. 
 To the extent that any
provision of this Plan is modified in order to comply with Section 409A or the exemptions under Section 409A, such modification shall be made in good faith and, to the extent reasonably practical, shall be consistent with the original
intent of, and maintain the economic benefits provided to you and the Company under the Plan, without violating Section 409A. 
 No
Company Liability Under Code Section 409A 
 In no event whatsoever shall the Company be liable for any taxes, penalties or interest
that may be imposed on you pursuant to Section 409A or under any other similar provision of state tax law, including but not limited to, damages for failing to comply with Section 409A and/or any other similar provision of state tax law.

 Limitation on Offsets 
 Other
provisions of this Plan notwithstanding, no payment under the Plan that constitutes a deferral of compensation under Code Section 409A may be offset against any of your indebtedness or as a result of any other payment or benefit to you if and
to the extent that such offset would constitute a change in the time of payment (including as a result of deemed substitution of the indebtedness or other payment or benefit for the deferred compensation) not compliant with Code Section 409A.

 Company Control of Timing of Certain Payments. 
 If the date at which Supplemental Severance would commence following your termination potentially could fall in either of two calendar years, based on time at which you execute and return your Separation
Agreement, and if the amounts payable at the first date of payment of Supplemental Severance could constitute deferrals of compensation under Code Section 409A, the Company shall have the sole discretion to determine the time of payment of any
such amount, and will not be influenced by the timing of any action by you including execution of such a Separation Agreement and expiration of any revocation period. In particular, the Company will be entitled in its discretion to deposit any such
payment in escrow during either of the two calendar years, so that such deposited amount is constructively received and taxable income to you upon deposit but with distribution from such escrow remaining subject to your execution and non-revocation
of such Separation Agreement. 
 Payment Capped 
 If at any time, it shall be determined by the Company’s independent auditors that any payment or benefit to you pursuant to this Plan (“Potential Parachute Payment”) is or will become
subject to the excise tax imposed by Section 4999 of the Code or any similar tax payable under any United States federal, state, local, foreign or other law (“Excise Taxes), then the Potential Parachute Payment payable to you shall be
reduced to the largest amount which would both (a) not cause any Excise Tax 

  
 12 









 
to be payable by you and (b) not cause any Potential Parachute Payments to become nondeductible by the Company by reason of Section 280G of the Code (or any successor provision).

 Assignment 
 The Plan
shall inure to the benefit of and shall be enforceable by your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amount is still payable to you under the
Plan had you continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of the Plan to your estate in a single lump-sum within 90 days of your death. Your rights under the Plan shall not
otherwise be transferable or subject to lien or attachment. 
 Other Benefits 

Nothing in this document is intended to guarantee that benefit levels or costs will remain unchanged in the future in any other plan, program or
arrangement of the Company. The Company and its affiliates and subsidiaries reserve the right to terminate, amend, modify, suspend, or discontinue any other plan, program or arrangement of the Company or its subsidiaries or affiliates in accordance
with such, plan, program and arrangement and applicable law. 
 Oral Statements 

The payments and benefits hereunder shall supercede any oral statements made by any employee, officer or Board member of the Company regarding severance
payments and benefits. 
 Successors and Assigns 
 This Plan shall be binding upon and inure to the benefit of the Company and its successors and assigns and shall be binding upon and insure to the benefit of you and your legal representatives, heirs and
legatees. 
 Definition 

“Base Pay” means your weekly base pay rate in effect as of the effective date of your Separation from Service including any salary reductions
under Code sections 132(f), 125, 137, or 401(k), and excluding overtime, commissions, bonuses, income from stock options, stock grants, dividend equivalents, benefits-in-kind, allowances (including, but not limited to, car values, vacation bonuses,
food coupons) or other incentives, and any other forms of extra compensation. No foreign service or expatriate allowances shall be included in determining Base Pay or the amount of severance payments payable under the Plan. 

  
 13 









 Section 6 – Administrative Information About Your Plan 

 
 Employer Identification Number

 Bristol-Myers Squibb Company’s employer identification number is #22-0790350. 

Claim for Benefits 
 If you
believe you are entitled to payments and benefits under the Plan, then contact the Plan Administrator in writing. 
 Claims Review
Procedures 
 You will be notified in writing by the Company if you are denied payments and benefits under the Plan. 

If a claim for benefits under the Plan is denied in full or in part, you* may appeal the decision to the Plan Administrator. To appeal a decision, you*
must submit a written document through the U.S. Postal Service or other courier service appealing the denial of the claim within 60 days after your termination of employment or you will no longer be eligible to receive benefits under the Plan. You*
may also include information or other documentation in support of your claim. You* will be notified of a decision within 90 days (which may be extended to 180 days, if required) of the date your appeal is received. This notice will include the
reasons for the denial and the specific provision(s) on which the denial is based, a description of any additional information needed to resubmit the claim, and an explanation of the claims review procedure. If an extension of time is required by
the plan, you* will receive notice of the reason for the extension within the initial 90-day period and a date by which you can expect a decision. 
 If the original denial is upheld on first appeal, you* may request a review of this decision. You* may submit a written request for reconsideration to the Plan Administrator (as listed on the last page of
this section) within 60 days after receiving the denial. 
 You* can review all plan documents in preparing your appeal and you* may have a
qualified person represent you* during the appeal process. Any documents or records that support your position must be submitted with your appeal letter. 
 The case will be reviewed, and you* will receive written notice of the decision within 60 days (which may be extended to 120 days, if required) including the specific reasons for the decision and specific
reference to the plan provision(s) on which the decision is based. 
 Any decision on final appeal shall be final, conclusive and binding upon
all parties. If the final appeal is denied, however, you will be advised of your right to file a claim in court. It is the intent of the Company that the standard of review applied by a court of law or a professional arbitrator to any challenge to a
denial of benefits on final appeal under these procedures shall be an arbitrary and capricious standard and not a de novo review. 
  

 

	*	Or your duly authorized representative. 


  
 14 









 Legal Action 
 You may not bring a lawsuit to recover benefits under the Plan until you have exhausted the internal administrative process described above. No legal action may be commenced at all unless commenced no
later than one (1) year following the issuance of a final decision on the claim for benefits, or the expiration of the appeal decision period if no decision is issued. This one-year statute of limitations on suits for all benefits shall apply
in any forum where you may initiate such a suit. 
 Participating Employers 

A complete list of Bristol-Myers Squibb Company, affiliates, subsidiaries or divisions that participate in the Plan may be obtained from the Plan
Administrator by written request. (See the chart at the end of this section for the name and address of the Plan Administrator.) 
 Plan
Administrator 
 The administration of the Plan is the responsibility of the Plan Administrator. The Plan Administrator has the
discretionary authority and responsibility for, among other things, determining eligibility for benefits and construing and interpreting the terms of the Plan. In addition, the Plan Administrator has the authority, at its discretion, to delegate its
responsibility to others. The chart at the end of this section contains the name and address of the Plan Administrator. 
 Section 7
– Your Rights and Privileges Under ERISA 
  
 As a participant in the Plan, you are entitled to certain rights and protection under ERISA. ERISA provides that you shall be entitled to: 
 Receive Information About Your Plan and Benefits 
 Examine, without charge, at the
Plan Administrator’s office and at other specified locations all documents governing the plan filed by the plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.

 Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the plan and updated summary plan
description. The administrator may make a reasonable charge for the copies. 
 Prudent Actions by Plan Fiduciaries 

In addition to creating certain rights for you, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan.
The people who operate your plan, called “fiduciaries” of the plan, have a duty to do so prudently and in the interest of you and other plan participants and beneficiaries. No one, including your employer, or any other person, may fire you
or otherwise discriminate against you in any way to prevent you from obtaining a welfare benefit or exercising your rights under ERISA. 

  
 15 









 Enforce Your Rights 
 If your claim for a welfare benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to
appeal any denial, all within certain time schedules. 
 Under ERISA, there are steps you can take to enforce the above rights. For instance, if
you request a copy of plan documents or the latest annual report from the plan and do not receive them within 30 days, you may file suit in a Federal court. In such a case, the court may require the Plan Administrator to provide the materials and
pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the administrator. 
 If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or Federal court. In addition, if you disagree with the plan’s decision or lack thereof
concerning the qualified status of a medical child support order, you may file suit in a Federal court. 
 If it should happen that plan
fiduciaries misuse the plan’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide who should pay court
costs and legal fees. If you are successful, the court may order the person you sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous. 

Assistance With Your Questions 

If you have any questions about your plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights
under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the
Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and
responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration at 1-866-444-EBSA (3272) or accessing their website at http://www.dol.gov/ebsa. 

  
 16 









 Section 8 – Other Administrative Facts 

 
 Senior Executive Severance
Plan 
  

			
	Name of Plan	  	Bristol-Myers Squibb Company Senior Executive Severance Plan
		
	Type of Plan	  	“Welfare” plan
		
	Plan Records	  	Kept on a calendar-year basis
		
	Plan Year	  	January 1 – December 31
		
	Plan Funding	  	Company and participating employers provide severance benefits from general revenues.
		
	Plan Sponsor	  	Bristol-Myers Squibb Company
		
	Plan Number	  	554
		
	Plan Administrator and Named Fiduciary	  	 Bristol-Myers Squibb Company

c/o Senior Vice President, Human Resources
 345
Park Avenue
 New York, NY 10154

Telephone: (212) 546-4000

		
	Agent for Service of Legal Process on the Plan	  	 Bristol-Myers Squibb Company

c/o Senior Vice President and General Counsel

345 Park Avenue
 New York, NY 10154

Telephone: (212) 546-4000
  
 Bristol-Myers Squibb Company
 c/o Senior Vice President, Human Resources

345 Park Avenue
 New York, NY 10154

Telephone: (212) 546-4000

		
	Trustee	  	Not applicable
		
	Insurance Company	  	Not applicable


  
 17