2007 Market Share Units Agreement – Bristol-Myers

(A)

Tranche

(C)

Vesting Date

(D)

Payout Factor

(E)

Number of MSUs Vested

1

25% of
Total

1^st Anniversary of

Award Date

Share Price on Vesting

Date divided by Share

Price on Award Date

MSUs in Tranche

(Column B) times Payout

Factor (Column D)

2

25% of
Total

2^nd Anniversary of

Award Date

Share Price on Vesting

Date divided by Share

Price on Award Date

MSUs in Tranche

(Column B) times Payout

Factor (Column D)

3

25% of
Total

3^rd Anniversary of

Award Date

Share Price on Vesting

Date divided by Share

Price on Award Date

MSUs in Tranche

(Column B) times Payout

Factor (Column D)

4

25% of
Total

4^th Anniversary of

Award Date

Share Price on Vesting

Date divided by Share

Price on Award Date

MSUs in Tranche

(Column B) times Payout

Factor (Column D)

For

purposes of the table set forth above:

(A)

“Share Price” shall equal the average of the closing share price of the
Company153s Common Stock on the Vesting Date or Award Date, as applicable, and the
nine trading days immediately preceding the Vesting Date or Award Date. If there
were no trades on the Vesting Date or Award Date, the closing price on most
recent date on which there were trades and the nine trading days immediately
preceding that date shall be used.

(B)

“Payout Factor” shall be rounded to the nearest hundredth (two places after
the decimal), except that if the “Payout Factor” equals more than 2.00, the
Payout Factor used in Column E shall be 2.00. Notwithstanding the formula in the
table, the Payout Factor for any Vesting Date that occurs on or after a Change
in Control (as defined in the Plan) shall equal the Share Price on the Change in
Control Date divided by the Share Price on the Award Date.

(a)

. During the Restricted Period and any further period prior to settlement of
your MSUs, you may not sell, transfer, pledge or assign any of the MSUs or your
rights relating thereto.

(b)

Time of Settlement. MSUs shall be settled promptly upon
expiration of the Restricted Period without forfeiture of the MSUs (i.e., upon
vesting) by delivery of one share of Common Stock for each MSU being settled;
provided, however, that settlement of an MSU shall be subject to Plan Section
11(k), including, if applicable, the six-month delay rule in Plan Section
11(k)(i)(C) to the extent the MSUs are subject to Section 409A of the Code,
payment is on account of your “separation from service” and you are a “key
employee,” both within the meaning of Section 409A. (Note: This rule may
apply to any portion of the MSUs that vests after the time you become Retirement
eligible under the Plan, and could apply in other cases as well).
Settlement of MSUs which directly or indirectly result from non-cash Dividend
Equivalents on MSUs or adjustments to MSUs

shall occur at the time of settlement of the granted MSUs. Until shares are
delivered to you in settlement of MSUs, you shall have none of the rights of a
stockholder of the Company with respect to the shares issuable in settlement of
the MSUs, including the right to vote the shares and receive actual dividends
and other distributions on the underlying shares of Common Stock (you are
entitled to Dividend Equivalents, however). Shares of stock issuable in
settlement of MSUs shall be delivered to you upon settlement in certificated
form or in such other manner as the Company may reasonably determine.

(c)

Retirement. In the event of your Retirement (as that term
is defined in section 2(v)(i) of the Plan) at or after your 65^th
birthday and prior to the end of the Restricted Period, the continuous
employment requirement shall be eliminated and you shall vest in and be entitled
to settlement of (i.e., the Restricted Period shall expire with respect to) any
MSUs that have not previously been vested or forfeited, provided that you have
been continuously employed by the Company for at least one year following the
Award Date and your employment has not been terminated by the Company for
misconduct or other conduct deemed detrimental to the interests of the Company.
Any MSU that vests upon your Retirement shall vest based on the Payout Factor
determined by substituting your last day of work (or the date of a Change in
Control, if a Change in Control has occurred before your Retirement) for the
Vesting Date.

(d)

. This paragraph 2(d) shall apply in the event of (1) your Retirement (as
that term is defined in section 2(v)(ii) or 2(v)(iii) of the Plan) (A) at or
after age 55 with at least 10 years of service or (B) after attaining
eligibility for the “Rule of 70” or (2) the termination of your employment by
the Company for reasons other than misconduct or other conduct deemed
detrimental to the interests of the Company (and you are not eligible for
Retirement). If one of the events described in the preceding sentence occurs
before the end of the Restricted Period, the continuous employment requirement
shall be eliminated and you shall vest in and be entitled to settlement of
(i.e., the Restricted Period shall expire with respect to) a proportionate
number of the MSUs that would otherwise have vested on the Vesting Date that
next follows the date on which the event occurs, provided that you have been
continuously employed by the Company for at least one year following the Award
Date and your employment has not been terminated by the Company for misconduct
or other conduct deemed detrimental to the interests of the Company. Any MSU
that vests upon your early Retirement or termination shall vest based on the
Payout Factor determined by substituting your last day of work (or the date of a
Change in Control, if a Change in Control has occurred before your early
Retirement or termination) for the Vesting Date. If you are employed in the
United States (including in Puerto Rico), and you are not eligible for
Retirement, you shall be entitled to the pro rata vesting described in the
preceding sentence only if you execute and do not revoke a release in favor of
the Company and its predecessors, successors, affiliates, subsidiaries,
directors and employees in a form satisfactory to the Company and, where deemed
applicable by the Company, a non-compete and/or a non-solicitation agreement; if
you fail to execute or revoke the release or fail to execute the non-compete or
non-solicitation agreement, you shall forfeit any MSUs that are unvested as of
the date your employment terminates. The formula for determining the
proportionate number of your MSUs to become vested and non-forfeitable upon your
early Retirement or involuntary termination not for misconduct or other
detrimental conduct is available by request from the Office of the Corporate
Secretary at 345 Park Avenue, New York, New York 10154.

(e)

Death. In the event of your death during the Restricted
Period, the continuous employment requirement shall be eliminated and your
estate shall vest in and be entitled to settlement of (i.e., the Restricted
Period shall expire with respect to) a proportionate number of the MSUs that
would otherwise have vested, provided that you have been

continuously employed by the Company for at least one year following the
Award Date. Any MSU that vests upon your death shall vest based on the Payout
Factor determined by substituting your last day of work (or the date of a Change
in Control, if a Change in Control has occurred before your death) for the
Vesting Date. The formula for determining the proportionate number of your MSUs
to become vested and non-forfeitable upon your death is available by request
from the Office of the Corporate Secretary at 345 Park Avenue, New York, New
York 10154. In the event of your death prior to the delivery of shares in
settlement of MSUs (not previously forfeited), shares in settlement of your MSUs
shall be delivered to your estate, upon presentation to the Committee of letters
testamentary or other documentation satisfactory to the Committee, and your
estate shall succeed to any other rights provided hereunder in the event of your
death.

(f)

. In the event you become Disabled (as that term is defined below), for the
period during which you continue to be deemed to be employed by the Company or a
subsidiary (i.e., the period during which you receive Disability benefits), you
will not be deemed to have terminated employment for purposes of the MSUs. Upon
the termination of your receipt of Disability benefits, (i) you will not be
deemed to have terminated employment if you return to employment status, and
(ii), if you do not return to employment status, you will be deemed to have
terminated employment at the date of cessation of payments to you under all
disability pay plans of the Company and its subsidiaries, with such termination
treated for purposes of the MSUs as a Retirement, death, or voluntary
termination 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
or affiliate 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.

(g)

. In the event your employment is terminated by reason of a Qualifying
Termination (as defined in the Plan) during the protection period following a
Change in Control (as defined in the Plan) as referenced in your current Change-
in- Control Agreement or the Change- in- Control Plan, as applicable, the
continuous employment requirement shall be eliminated and you shall vest in and
be entitled to settlement of (i.e., the Restricted Period shall expire with
respect to) any MSUs that have not previously been forfeited. Any MSU that vests
following a Qualifying Termination during the applicable protection period
following a Change in Control shall vest based on the Payout Factor determined
by substituting the Change in Control Date for the Vesting Date.

(h)

. In the event of your voluntary termination, or termination by the Company
for misconduct or other conduct deemed by the Company to be detrimental to the
interests of the Company, you shall forfeit all unvested MSUs on the date of
termination.

(i)

.

(i)

In the event that you fail promptly to pay or make satisfactory arrangements
as to the withholding taxes as provided in Section 4, all MSUs then subject to
restriction shall be forfeited by you and shall be deemed to be reacquired by
the Company.

(ii)

You may, at any time prior to the expiration of the Restricted Period, waive
all rights with respect to all or some of the MSUs by delivering to the Company
a written notice of such waiver.

(iii)

Termination of employment includes any event if immediately thereafter you
are no longer an employee of the Company or any subsidiary of the Company,
subject to Section 2(i) hereof. References in this Section 2 to employment by
the Company include employment by a subsidiary of the Company. Termination of
employment means an event after which you are no longer employed by the Company
or any subsidiary of the Company. Such an event could include the disposition of
a subsidiary or business unit by the Company or a subsidiary.

(iv)

Upon any termination of your employment, any MSUs as to which the Restricted
Period has not expired at or before such termination shall be forfeited, subject
to Section 2(c)-(g). Other provisions of this Agreement notwithstanding, in no
event will an MSU that has been forfeited thereafter vest or be settled.

(j)

The following events shall not be deemed a termination of employment:

(i)

A transfer of you from the Company to a subsidiary, or vice versa, or from
one subsidiary to another;

(ii)

A leave of absence, duly authorized in writing by the Company, for military
service or sickness or for any other purpose approved by the Company if the
period of such leave does not exceed ninety (90) days; and

(iii)

A leave of absence in excess of ninety (90) days, duly authorized in writing,
by the Company, provided your right to reemployment is guaranteed either by a
statute or by contract.

However, failure of you to return to active service with the Company or a
subsidiary at the end of an approved leave of absence shall be deemed a
termination of employment. During a leave of absence as defined in (ii) or
(iii), although you will be considered to have been continuously employed by the
Company or a subsidiary and not to have had a termination of employment under
this Section 2, the Committee may specify that such leave period shall not be
counted in determining the period of employment for purposes of the vesting of
the MSUs. In such case, the vesting dates for unvested MSUs shall be extended by
the length of any such leave of absence.

(a)

By accepting the MSUs, you expressly agree and covenant that during the
Restricted Period (as defined below) and the Non-Competition and
Non-Solicitation Period (as defined below), you shall not, without the prior
consent of the Company, directly or indirectly:

(i)

own or have any financial interest in a Competitive Business (as
defined below), except that nothing in this clause shall prevent you from owning
one per cent or less of the outstanding securities of any entity whose
securities are traded on a

U.S. national securities exchange (including NASDAQ) or an equivalent foreign
exchange;

(ii)

be actively connected with a Competitive Business by managing, operating,
controlling, being an employee or consultant (or accepting an offer to be an
employee or consultant) or otherwise advising or assisting a Competitive
Business in such a way that such connection might result in an increase in value
or worth of any product, technology or service, that competes with any product,
technology or service upon which you worked or about which you became familiar
as a result of your employment with the Company. You may, however, be actively
connected with a Competitive Business after your employment with the Company
terminates for any reason, so long as your connection to the business does not
involve any product, technology or service, that competes with any product,
technology or service upon which you worked or about which you became familiar
as a result of your employment with the Company and the Company is provided
written assurances of this fact from the Competing Company prior to your
beginning such connection.

(iii)

take any action that might divert any opportunity from the Company or any of
its affiliates, successors or assigns (the “Related Parties”) that is within the
scope of the present or future operations or business of any Related Parties;

(iv)

employ, solicit for employment, advise or recommend to any other person that
they employ or solicit for employment or form an association with any person who
is employed by the Company or who has been employed by the Company within one
year of the date your employment with the Company ceased for any reason
whatsoever;

(v)

contact, call upon or solicit any customer of the Company, or attempt to
divert or take away from the Company the business of any of its customers;

(vi)

contact, call upon or solicit any prospective customer of the Company that
you became aware of or were introduced to in the course of your duties for the
Company, or otherwise divert or take away from the Company the business of any
prospective customer of the Company; or

(vii)

engage in any activity that is harmful to the interests of the Company,
including, without limitation, any conduct during the term of your employment
that violates the Company153s Standards of Business Conduct and Ethics, securities
trading policy and other policies.

(b)

. If the Committee determines that you have violated any provisions of
Section 3(a) above during the Restricted Period or the Non-Competition and
Non-Solicitation Period, then you agree and covenant that:

(i)

any unvested portion of the MSUs shall be immediately rescinded;

(ii)

you shall automatically forfeit any rights you may have with respect to the
MSUs as of the date of such determination; and

(iii)

if any part of the MSUs vests within the twelve-month period
immediately preceding a violation of Section 3(a) above (or following the date
of any such violation), upon the Company153s demand, you shall immediately deliver
to it a

certificate or certificates for shares of the Company153s Common Stock that you
acquired upon settlement of such MSUs (or an equivalent number of other shares).

(c)

. You agree that the Company may recover any incentive-based compensation
received by you under this Agreement if such recovery is pursuant to a clawback
policy approved by the Committee.

(d)

. For purposes of this Agreement, the following definitions shall apply:

(i)

The Company directly advertises and solicits business from customers wherever
they may be found and its business is thus worldwide in scope. Therefore,
“Competitive Business” means any person or entity that engages in any business
activity that competes with the Company153s business in any way, in any geographic
area in which the Company engages in business, including, without limitation,
any state in the United States in which the Company sells or offers to sell its
products from time to time.

(ii)

“Non-Competition and Non-Solicitation Period” means the period during which
you are employed by the Company and twelve months following the date that you
cease to be employed by the Company for any reason whatsoever.

(iii)

“Restricted Period” means, with respect to each MSU, the period from the
Award Date until the date such MSU has become vested and non-forfeitable
(i.e., the Vesting Date).

(e)

. You acknowledge and agree that the period, scope and geographic areas of
restriction imposed upon you by the provisions of Section 3 are fair and
reasonable and are reasonably required for the protection of the Company. In the
event that all or any part of this Section 3 is held to be unenforceable or
invalid, the remaining parts of Section 3 and this Agreement shall nevertheless
continue to be valid and enforceable as though the invalid portions were not a
part of this Agreement. If any one of the provisions in Section 3 is held to be
excessively broad as to period, scope and geographic areas, any such provision
shall be construed by limiting it to the extent necessary to be enforceable
under applicable law.

(f)

. You acknowledge that breach by you of this Agreement would cause
irreparable harm to the Company and that in the event of such breach, the
Company shall have, in addition to monetary damages and other remedies at law,
the right to an injunction, specific performance and other equitable relief to
prevent violations of your obligations hereunder.

(a)

Dividend Equivalents shall be paid or credited on MSUs (other than MSUs that,
at the relevant record date, previously have been settled or forfeited) as
follows, except that the Committee may specify an alternative treatment from
that specified in (i), (ii), or (iii) below for any dividend or distribution:

(i)

. If the Company declares and pays a dividend or distribution on Common Stock
in the form of cash, then you shall be entitled to a payment amount equal to (A)
the amount of such dividend on each outstanding share of Common Stock,
multiplied by (B) the number of MSUs credited to you as of the record date for
such dividend or distribution (other than previously settled or forfeited MSUs),
multiplied by (C) the Payout Factor that applies to the MSU with respect to
which the dividend is being paid. Any payment made under this section shall be
paid on the settlement date for the underlying MSU. At the time the underlying
MSU becomes payable, the Company has the discretion to pay any accrued dividend
equivalents either in cash or in shares of Common Stock.

(ii)

. If the Company declares and pays a dividend or distribution on Common Stock
in the form of property other than shares, then a number of additional MSUs
shall be credited to you as of the payment date for such dividend or
distribution equal to (A) the number of MSUs credited to you as of the record
date for such dividend or distribution (other than previously settled or
forfeited MSUs), multiplied by (B) the Fair Market Value of such property
actually paid as a dividend or distribution on each outstanding share of Common
Stock at such payment date, divided by (C) the Fair Market Value of a share at
such payment date. Any MSUs payable under this section shall be settled on the
settlement date for the underlying MSU and shall be subject to the Payout Factor
that applies to the underlying MSU.

(iii)

. If the Company declares and pays a dividend or distribution on Common Stock
in the form of additional shares, or there occurs a forward split of Common
Stock, then a number of additional MSUs shall be credited to you as of the
payment date for such dividend or distribution or forward split equal to (A) the
number of MSUs credited to you as of the record date for such dividend or
distribution or split (other than previously settled or forfeited MSUs),
multiplied by (B) the number of additional shares actually paid as a dividend or
distribution or issued in such split in respect of each outstanding share of
Common Stock. Any MSUs payable under this section shall be settled on the
settlement date for the underlying MSU and shall be subject to the Payout Factor
that applies to the underlying MSU.

(b)

The number of your MSUs and other related terms shall be
appropriately adjusted, in order to prevent dilution or enlargement of your
rights with respect to MSUs, to reflect any changes in the outstanding shares of
Common Stock resulting from any event referred to in Section 11(c) of the Plan
or any other “equity restructuring” as defined in FAS 123R,

taking into account any MSUs credited to you in connection with such event
under Section 5(a).

Bristol-Myers Squibb Company

By