BRISTOL MYERS SQUIBB CO
EX 10(C)
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<TYPE>EX-10.(C)
<SEQUENCE>4
<FILENAME>a2106681zex-10_c.htm
<DESCRIPTION>EX 10(C)
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<BR></FONT><FONT SIZE=2><B>EXHIBIT 10c    <BR>  </B></FONT></P>

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NAME="mc3396_bristol-myers_squibb_company_t__bri04138"> </A>
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<BR></FONT><FONT SIZE=2><B>BRISTOL-MYERS SQUIBB COMPANY    <BR>    <BR>    TeamShare Stock Option Plan<BR>  (as amended and restated effective as of September&nbsp;10, 2002)    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>1.&nbsp;&nbsp;&nbsp;&nbsp;Purpose:</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The purpose of the TeamShare Stock Option Plan (the "Plan") as amended and restated effective as of
September&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>2.&nbsp;&nbsp;&nbsp;&nbsp;Definitions:</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;For purposes of this Plan: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;"Affiliate"
shall mean any entity in which the Company has an ownership interest of more than 50%. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;"Code"
shall mean the Internal Revenue Code of 1986, as amended. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;"Common
Stock" shall mean the Company's common stock (par value $.10 per share). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;"Company"
shall mean Bristol-Myers Squibb Company. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;"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. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;"Employee"
shall mean any individual employed by the Company or any Subsidiary or Affiliate excluding leased employees within the meaning of Section&nbsp;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&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;"Exchange
Act" shall mean the Securities Exchange Act of 1934, as amended. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;&nbsp;"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,&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;"Retirement"
shall mean termination of the employment of an Employee with the Company or any Subsidiary or Affiliate on or after (i)&nbsp;the Employee's 65th birthday
or (ii)&nbsp;the Employee's 55th birthday if the Employee has completed 10&nbsp;years of service with the Company, its Subsidiaries and/or its Affiliates. For purposes of this
Section&nbsp;2(i)&nbsp;and all other purposes of this Plan, Retirement shall also mean termination of employment of an Employee with the Company </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>1</FONT></P>

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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)&nbsp;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&nbsp;years of service with the
Company, its Subsidiaries and/or its Affiliates or (iv)&nbsp;the employee is at least 50&nbsp;years of age and the employee has completed 10&nbsp;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&nbsp;2(i)(iv)&nbsp;shall expire on January&nbsp;31, 2003. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;&nbsp;&nbsp;&nbsp;"Subsidiary"
shall mean any corporation which at the time qualifies as a subsidiary of the Company under the definition of "subsidiary corporation" in Section&nbsp;424
of the Code. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>3.&nbsp;&nbsp;&nbsp;&nbsp;Shares Available for Options:</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;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&nbsp;7, 1997 and February&nbsp;5, 1999 two-for-one stock splits, and subject to
further adjustment under Section&nbsp;9 hereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>4.&nbsp;&nbsp;&nbsp;&nbsp;Administration:</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>5.&nbsp;&nbsp;&nbsp;&nbsp;Eligibility:</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;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&nbsp;hours in a twelve (12)&nbsp;consecutive month period. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>6.&nbsp;&nbsp;&nbsp;&nbsp;Stock Options:</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Stock options under the Plan shall consist of nonqualified stock options. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
option shall be subject to the following terms and conditions: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(a)&nbsp;&nbsp;Grant of Options.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Committee shall (1)&nbsp;determine the date(s) on which options may be granted,
(2)&nbsp;select the Employees to whom options may be granted or offered subject to collective bargaining where required, (3)&nbsp;determine the number of shares to be covered by each option so
granted, (4)&nbsp;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 </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>2</FONT></P>

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their exercise, or on the shares of Common Stock issuable upon exercise thereof), and (5)&nbsp;prescribe the form of the instruments necessary or advisable in the administration of options. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(b)&nbsp;&nbsp;Terms and Conditions of Option.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(1)&nbsp;&nbsp;Number of Shares Subject to an Option.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Stock Option Agreement shall specify the number of shares of
Common Stock subject to the Agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(2)&nbsp;&nbsp;Option Price.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(3)&nbsp;&nbsp;Option Period.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(4)&nbsp;&nbsp;Consideration.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(5)&nbsp;&nbsp;Exercise of Option.</B></FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;An
option shall be exercised by any of the following methods: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;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; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;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
certified personal check, certified broker's check or bank draft should also include the current value of one share of Common Stock; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;Delivery
of written or verbal notice to the Company or its designee of intention to exercise the option by means of selling the appropriate number of shares to cover
the exercise price, broker's commissions and other related expenses, if any, 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. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;The
Committee shall have the authority to establish procedures under all methods, including without limitation the designation of the brokerage firm or firms through
which exercises shall be effected. </FONT></P>

</UL>
</UL>
</UL>
<P ALIGN="CENTER"><FONT SIZE=2>3</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;Under
all of the methods indicated in (b)&nbsp;above, the option exercise price shall be paid in full at the time of exercise in U.S. dollars, and the Company shall
require the optionee to pay the Company in U.S. dollars at the time of exercise the amount of tax required to be withheld by the Company under applicable foreign, federal, state and local withholding
tax laws. In no case may an option be exercised by the methods described in (i)&nbsp;and (ii)&nbsp;above as to less than 50 shares at any time (or the remaining shares covered by the option if
less than 50)&nbsp;during the term of the option; an option may be exercised as to no less than 200 shares by method (iii)&nbsp;unless less than 200 shares remain at the time of exercise. The
Company may establish other minimum exercise levels to reflect the impact of stock splits and other such events upon outstanding awards. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;Except
as provided in subsections (7), (8), (9), and (10), an optionee must be an Employee at the time of exercise of an option. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding
anything in the Plan to the contrary, the Company may, in its sole discretion, allow the exercise of a lapsed grant if the Company determines that:
(i)&nbsp;the lapse was solely the result of the Company's inability to execute the exercise of an option award due to conditions beyond the Company's control and (ii)&nbsp;the optionee made valid
and reasonable efforts to exercise the award. In the event the Company makes such a determination, the Company shall allow the exercise to occur as promptly as possible following its receipt of
exercise instructions subsequent to such determination. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(6)&nbsp;&nbsp;Nontransferability of Options.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;No option granted under the Plan shall be transferable by the optionee
otherwise than by will or by the laws of descent and distribution, and such option shall be exercisable, during the optionee's lifetime, only by the optionee. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(7)&nbsp;&nbsp;Termination.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;An optionee who terminates employment with the Company or any Subsidiary or Affiliate (other
than by Retirement, Disability or death) subsequent to the third anniversary of the grant date may exercise the vested portion of such option (as such vesting is set forth in the Stock Option
Agreement), until the earlier of three months from the optionee's termination date or the expiration of the option period set forth therein. In the case of an optionee who terminates employment prior
to the full vesting of the award, the unvested portion of the option will lapse unless the Committee has exercised its discretionary authority to accelerate the vesting of all or part of such option.
The Committee does not, however, have the authority to accelerate the vesting of any option that has been outstanding for less than one year. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
an optionee is laid off or granted a leave of absence under a policy of the Company or any Subsidiary or Affiliate, his absence from work shall be treated as though the optionee
remained in the employ of the Company, Subsidiary or Affiliate, provided that (i)&nbsp;in the case of a leave of absence, the optionee returns to work at the end of the approved period of absence
and (ii)&nbsp;in the case of a layoff, the optionee returns to work within twelve months of the date the period of layoff commenced. An optionee who does not return to work as set forth above shall
be treated as if his employment terminated effective as of (i)&nbsp;the date the optionee was scheduled to return to work, in the case of an approved leave of absence and (ii)&nbsp;the expiration
of the twelve month period, in the case of an optionee who is laid off. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(8)&nbsp;&nbsp;Retirement.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;An optionee who, after having been continuously employed for one year subsequent to the date of
the granting of an option, retires from the Company or any Subsidiary or Affiliate may exercise such option on any date after the date of the employee's retirement, but in no event after the
expiration of the option period set forth therein. In the case of an optionee who retires prior to completing one year of continuous service subsequent to the grant date, the option will lapse. </FONT></P>

</UL>
</UL>
<P ALIGN="CENTER"><FONT SIZE=2>4</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(9)&nbsp;&nbsp;Disability.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;An optionee who ceases to be actively employed by reason of Disability shall be treated as
though the optionee remained in the employ of the Company or a Subsidiary or Affiliate until the earlier of (i)&nbsp;cessation of payments under a disability pay plan of the Company, Subsidiary or
Affiliate, (ii)&nbsp;the optionee's death, or (iii)&nbsp;the optionee's 65th birthday. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(10)&nbsp;Death.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;In the event of the death of the optionee </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;while
in the employ of the Company or of any of its Subsidiaries or Affiliates and provided the optionee shall have been continuously employed for one year after the
granting of the option, the option shall be exercisable immediately by the executors, administrators, legatees or distributees of the optionee's estate, as the case may be, but in no event after the
expiration of the option period set forth therein, </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;while
in the employ of the Company or a Subsidiary or Affiliate but before the first anniversary of the grant, the option will immediately lapse, </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;after
Retirement, as defined in Section&nbsp;2(i), and provided the optionee shall have been continuously employed for one year after the granting of the option, the
option shall be exercisable immediately by the executors, administrators, legatees or distributees of the optionee's estate, as the case may be, but in no event after the expiration of the option
period set forth therein, </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;after
termination, but within the three month period indicated in Section&nbsp;6(b)(7), and provided the optionee shall have been continuously employed for three years
after the granting of the option, the option shall be exercisable immediately by the executors, administrators, legatees or distributees of the optionee's estate, as the case may be, until the earlier
of one year from the date of death or the expiration of the option period set forth therein. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the event any option is exercised by the executors, administrators, legatees or distributees of the estate of a deceased optionee, the Company shall be under no obligation to issue
stock thereunder unless and until the Company is satisfied that the person or persons exercising the option are the duly appointed legal representatives of the deceased optionee's estate or the proper
legatees or distributees thereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(11)&nbsp;Optionees who become Subject to Section&nbsp;16 of the Exchange Act.</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;If, subsequent to the grant date, an
optionee becomes subject to Section&nbsp;16 of the Exchange Act, the option and all rights of the optionee thereunder, shall terminate effective as of the day prior to such designation. </FONT></P>

</UL>
</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>7.&nbsp;&nbsp;&nbsp;&nbsp;Change in Control:</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;In the event of a change in control of the Company prior to the exercise of options
granted under this Plan, but after the optionee has completed one year of continuous employment subsequent to the date of the granting of an option, all outstanding options shall become immediately
fully vested and exercisable notwithstanding any provisions of the Plan to the contrary. For the purpose of this Plan a change in control shall be deemed to have occurred on the earlier of the
following dates: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(a)</B></FONT><FONT SIZE=2>&nbsp;&nbsp;The date any entity or person (including a "group" as defined in Section&nbsp;13(d)(3) of the Exchange Act) shall have
become the beneficial owner of, or shall have obtained voting control over twenty percent (20%) or more of the outstanding common shares of the Company; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(b)</B></FONT><FONT SIZE=2>&nbsp;&nbsp;The date the shareholders of the Company approve a definitive agreement (i)&nbsp;to merge or consolidate the Company
with or into another corporation, in which the Company is not the continuing or surviving corporation or pursuant to which any common shares of the Company would be converted into cash, securities or
other property of another corporation, other than a </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>5</FONT></P>

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merger of the Company in which holders of common shares immediately prior to the merger have the same proportionate ownership of Common Stock of the surviving corporation immediately after the merger
as immediately before, or (ii)&nbsp;to sell or otherwise dispose of substantially all the assets of the Company; or </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>(c)</B></FONT><FONT SIZE=2>&nbsp;&nbsp;The date there shall have been a change in a majority of the Board of Directors of the Company within a twelve
(12)&nbsp;month period unless the nomination for election by the Company's shareholders of each new director was approved by the vote of three-fourths of the directors then still in office who were
in office at the beginning of the twelve (12)&nbsp;month period. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>8.&nbsp;&nbsp;&nbsp;&nbsp;Determination of Breach of Conditions:</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The determination of the Committee as to whether an event has occurred
resulting in a forfeiture or a termination or reduction of the Company's obligations in accordance with the provisions of the Plan shall be conclusive. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>9.&nbsp;&nbsp;&nbsp;&nbsp;Adjustment in the Event of Change in Stock:</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;In the event of changes in the outstanding Common Stock of the
Company by reason of stock dividends, recapitalization, mergers, consolidations, split-ups, combinations or exchanges of shares and the like, the aggregate number and class of shares
available under the Plan, the number, class and the price of shares subject to outstanding options and the minimum number of shares that may be exercised (as set forth in Section&nbsp;6(b)(5)(d))
shall be appropriately adjusted by the Committee, whose determination shall be conclusive. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>10.&nbsp;&nbsp;Taxes:</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;In connection with the transfer of shares of Common Stock to an optionee (or at such earlier date as
may be required by local law), the Company will require the optionee to pay the amount required by any applicable governmental entity to be withheld or otherwise deducted and paid with respect to such
transfer ("Withholding Tax"). Subject to Section&nbsp;11 hereof, an optionee shall satisfy the obligation to pay Withholding Tax by providing the Company with funds (in U.S. dollars) sufficient to
enable the Company to pay such Withholding Tax or by requiring the Company to retain or to accept upon delivery thereof by the optionee shares of Common Stock sufficient in value to cover the amount
of such Withholding Tax. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>11.&nbsp;&nbsp;Employees Based Outside of the United States:</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding any provision of the Plan to the contrary, in
order to foster and promote achievement of the purposes of the Plan or to comply with provisions of laws in other countries in which the Company, its Affiliates and its Subsidiaries operate or have
Employees, the Committee, in its sole discretion, shall have the power and authority to (i)&nbsp;determine which Employees employed outside the United States are eligible to participate in the Plan,
(ii)&nbsp;modify the terms and conditions of options granted to Employees who are employed outside the United States, (iii)&nbsp;establish subplans, modified option exercise procedures and other
terms and procedures to the extent such actions may be necessary or advisable, and (iv)&nbsp;grant to Employees employed in countries wherein the granting of stock options is impossible or
impracticable, as determined by the Committee, stock appreciation rights with terms and conditions that, to the fullest extent possible, are substantially identical to the stock options granted
hereunder. In addition, the Committee may grant such stock appreciation rights to individuals who provide services to the Company and who otherwise would be characterized as employees, but who are not
permitted to be Employees of the Company pursuant to the local laws of the country wherein the workers are employed. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>12.&nbsp;&nbsp;Amendment of the Plan:</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Board of Directors may amend or suspend the Plan at any time and from time to
time. No such amendment of the Plan may, however, without the written consent of the optionee, alter or impair any option. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>13.&nbsp;&nbsp;Miscellaneous:</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;By accepting any benefits under the Plan, each optionee and each person claiming under or
through such optionee shall be conclusively deemed to have indicated acceptance and ratification of, and consent to, any action taken or made to be taken or made under the Plan by the Company, the
Board, the Committee or any other Committee appointed by the Board. No </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>6</FONT></P>

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<P><FONT SIZE=2>
participant or any person claiming under or through him shall have any right or interest, whether vested or otherwise, in the Plan or in any option thereunder, contingent or otherwise, unless and
until all of the terms, conditions and provisions of the Plan and the Agreement that affect such participant or such other person shall have been complied with. Nothing contained in the Plan or in any
Agreement shall require the Company to segregate or earmark any cash or other property. Neither the adoption of the Plan nor its operation shall in any way affect the rights and powers of the Company
or any of its Subsidiaries or Affiliates to dismiss and/or discharge any Employee at any time. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company shall not be required to issue or deliver any certificate or certificates for shares of Common Stock purchased upon the exercise of any option granted under the Plan prior to
(i)&nbsp;the
admission of such shares to listing on any stock exchange on which the stock may then be listed, (ii)&nbsp;the completion of any registration or other qualification of such shares under any state or
federal law or rulings or regulations of any governmental regulatory body, (iii)&nbsp;the obtaining of any consent or approval or other clearance from any governmental agency, which the Company
shall, in its sole discretion, determine to be necessary or advisable, and (iv)&nbsp;the payment to the Company, upon its demand, of any amount requested by the Company for the purpose of satisfying
its liability, if any, to withhold 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 the exercise of any option granted under the Plan or the transfer of shares thereupon. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>14.&nbsp;&nbsp;Term of the Plan:</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Plan shall become effective as of December&nbsp;6, 1994 by action of the Board of
Directors. The Plan shall terminate on April&nbsp;30, 2005 or at such earlier date as may be determined by the Board of Directors. Termination of the Plan, however, shall not affect the rights of
optionees under options theretofore granted to them, and all unexpired options shall continue in force and operation after termination of the Plan except as they may lapse or be terminated by their
own terms and conditions. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><B>15.&nbsp;&nbsp;Governing Law:</B></FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;This Plan, and the validity and construction of any options granted hereunder, shall be
governed by the laws of the State of New York. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>7</FONT></P>

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<FONT SIZE=2><A HREF="#toc_mc3396_1">EXHIBIT 10c</A></FONT><BR>
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<FONT SIZE=2><A HREF="#toc_mc3396_2">BRISTOL-MYERS SQUIBB COMPANY TeamShare Stock Option Plan (as amended and restated effective as of September 10, 2002)</A></FONT><BR>

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