Bristol-Myers Squibb 2006 Board of Directors Compensation Program Summary
This document outlines the 2006 compensation program for the Board of Directors of Bristol-Myers Squibb. Directors receive annual cash retainers, meeting fees, and additional compensation for committee chairs. They are also granted stock options and deferred share units, with specific vesting and deferral rules. A portion of compensation is mandatorily deferred until certain ownership guidelines are met, and directors can elect to defer more. The program includes a charitable contribution benefit upon a director's death and details the cessation of new retirement benefit accruals as of 1996.
Exhibit 10w.
BRISTOL-MYERS SQUIBB
SUMMARY OF 2006 BOARD OF DIRECTORS’ COMPENSATION PROGRAM
CASH COMPENSATION PROGRAM
| Annual Retainer | $ | 45,000 | |
| Board Meeting Fee | $ | 2,000 | |
| Committee Meeting Fee | $ | 2,000 | |
| Committee Chairman Annual Retainer | $ | 10,000 |
STOCK-BASED PROGRAM
As of the date of the Annual Meeting of Shareholders, each Director receives a 2,500 share option grant. The grant vests 25% per year. On February 1, each Director also receives an annual grant of 2,000 share units that are credited to a deferred compensation account until the Director ceases to serve as a Director. The value of the grant is determined by the value of Bristol-Myers Squibb Company Stock.
DEFERRED COMPENSATION PROGRAM
Twenty-five percent of the annual retainer will be deferred into a deferred share unit account until the director has met the ownership guidelines of 5,000 shares or deferred units. Additionally, all or a portion of compensation may be deferred until retirement or a date specified by the Director. The election to defer is made in the preceding calendar year in which the compensation is earned. A Director may elect for deferred funds to be paid in a lump sum or in a number of installments.
The investment options are:
| • | a 6-month U.S. Treasury bill equivalent fund |
| • | a fund based on the return of the Company’s invested cash |
| • | deferred share units which are based on the return of Bristol-Myers Squibb common stock |
CHARITABLE CONTRIBUTION PROGRAM
This program provides for a $1 million death benefit for each active or retired Director covered. Upon the death of a Director, the Company donates half of the benefit to one or more charitable organizations designated by the Director. The remaining half is contributed to the Bristol-Myers Squibb Foundation.
RETIREMENT PROGRAM
As of March 5, 1996, the Board ended future accruals under the Retirement Plan for Non-Employee Directors and vested eligible directors regardless of their years of service in retirement benefits accrued to date.
