Performance Share Unit Agreement – Bristol-Myers

PERFORMANCE SHARE UNITS AGREEMENT

Under the Bristol-Myers Squibb Company

2007 Stock Award and Incentive Plan

2011-2013 Performance Share Units Award

Bristol-Myers Squibb Company (the “Company”) has granted you a Performance
Share Units Award as set forth in the Grant Summary. This award is subject in
all respects to the terms, definitions and provisions of the 2007 Stock Award
and Incentive Plan (the “Plan”) adopted by the Company.

Award Date: March 1, 2011

Performance Cycle Start Date: January 1, 2011

Please refer to the Grant Summary for the Target Number of Performance Share
Units relating to the 2011-2013 performance cycle:

2011 Performance Share Units (11-13 Cycle): 22.22% of total award

2012 Performance Share Units (11-13 Cycle): 22.22% of total award

2013 Performance Share Units (11-13 Cycle): 55.56% of total award

The year referenced for each of these three “tranches” is the “Performance
Year” for that tranche. The percentages shown above reflect the special nature
of the 2011-2013 Performance Share Units Award. Specifically, the Company
increased the value of the third tranche by two- and- a- half times (2.5x) as
compared to last year. Thus, your 2011-2013 total award is one-and-a-half times
(1.5x) more valuable as a result of the enhancement to the third tranche.

Range at which Performance Share Units may be earned for varying performance:

Threshold: 32.50% of Target

Target: 100% of Target

Maximum: 167.50% of Target

Performance Goal and Earning Date: A separate Performance Goal will be set
for each tranche by March 30 of the Performance Year, specifying the number of
Performance Share Units that may be earned for specified levels of performance.
The Earning Date will be December 31 of the Performance Year. The Performance
Goal for the 2011 Performance Share Units is attached as Exhibit A hereto.

Vesting: Earned Performance Share Units will vest on January 1, 2014, subject
to earlier vesting at the times indicated in Sections 6 (including in connection
with certain terminations following a Change in Control) and 8.

Settlement: Earned and vested Performance Share Units will be settled by
delivery of one share of the Company153s Common Stock, $0.10 par value per share
(“Shares”), for each Performance Share Unit being settled. Dividend equivalents
will accrue and be payable in connection with Performance Share Units at the
time and to the extent that the underlying Performance Share Unit becomes
payable. Settlement shall occur at the time specified in Section 4 hereof.

1. PERFORMANCE SHARE UNITS AWARD

The Compensation and Management Development Committee of the Board of
Directors of Bristol-Myers Squibb Company (the “Committee”) has granted to you
the opportunity to earn the 2011 Performance Share Units as designated herein
subject to the terms, conditions and restrictions set forth in this Agreement.
In addition, the Committee hereby indicates its intention to grant to you the
opportunity to earn the 2012 Performance Share Units and the 2013 Performance
Share Units for the 2011-2013 performance cycle and subject to this Agreement;
such grants shall become effective only at such time as the Committee has
specified the Performance Goal for those Performance Share Units (by March 30 of
the relevant Performance Year), except as otherwise provided in this Section 1
and in Sections 6(a) and 6(b). The target number of each tranche of Performance
Share Units and the kind of shares deliverable in settlement, the calculation of
earnings per share as a Performance Goal, and other terms and conditions of the
Performance Share Units are subject to adjustment in accordance with Section 11
hereof and Section 11(c) of the Plan. In the event of a Change in Control, you
will become legally entitled to have the grant of Performance Share Units
specified hereunder become effective (i) for the Performance Year in effect at
the date of the Change in Control, at the time of the Change in Control (if the
grant was not previously effective) if you were employed by the Company or a
subsidiary or affiliate immediately before the Change in Control, and (ii), for
any Performance Year beginning after the year in which the Change in Control
occurred, at the beginning of such Performance Year if you remain so employed at
that time. In each case relating to Performance Share Units the grant of which
is effective at or following a Change in Control, the Performance Goal for such
Performance Share Units shall be reasonably achievable and not more difficult to
achieve in relation to the Company153s budget for that Performance Year than the
Performance Goal for any earlier Performance Year was in relation to the budget
for that earlier Performance Year.

2. CONSIDERATION

As consideration for grant of 2011 Performance Share Units, you shall remain
in the continuous employ of the Company and/or its Subsidiaries or Affiliates
for at least one year from the Performance Cycle Start Date or such lesser
period as the Committee shall determine in its sole discretion, and no
Performance Share Units shall be payable until after the completion of such one
year or lesser period of employment by you (subject to Section 6(c)). No 2012
Performance Share Units or 2013 Performance Share Units shall be granted
hereunder unless you have met the one-year continuous employment requirement
specified in this Section 2, measured from the Performance Cycle Start Date.

3. PERFORMANCE GOALS

The Performance Goals for the 2011 Performance Share Units are specified on
the cover page of this Agreement and Exhibit A hereto, and for the 2012
Performance Share Units and 2013 Performance Share Units shall be specified in
writing in such manner as the Committee may determine.

4. DETERMINATION OF PERFORMANCE SHARE UNITS EARNED AND VESTED;
FORFEITURES; SETTLEMENT

By March 15 of the year following each Performance Year, the Committee shall
determine the extent to which Performance Share Units have been earned on the
basis of the Company153s actual performance in relation to the established
Performance Goals for the Performance Share Units relating to that Performance
Year, provided, however, that the Committee may exercise its discretion
(reserved under Plan Sections 7(a) and 7(b)(v)) to reduce the amount of
Performance Share Units deemed earned in its assessment of performance in
relation to Performance Goals, or in light of other considerations the Committee
deems relevant. The Committee shall certify these results in writing in
accordance with Plan

Section 7(c), subject to any limitation under Section 7 hereof (if you are
Disabled during the Performance Year in excess of 26 weeks). Any Performance
Share Units that are not, based on the Committee153s determination, earned by
performance in a Performance Year (or deemed to be earned in connection with a
termination of employment under Sections 6 and 8 below), including Performance
Share Units that had been potentially earnable by performance in excess of the
actual performance levels achieved, shall be canceled and forfeited.

Performance Share Units are subject to vesting based on your service for
periods which extend past the applicable Performance Year. The stated vesting
date is set forth on the cover page hereof. If, before the stated vesting date,
there occurs an event immediately after which you are not an employee of the
Company, its subsidiaries or an affiliate of the Company, you will become vested
in Performance Share Units only to the extent provided in Section 6 or 8, and
any Performance Share Units that have not been earned and vested at or before
such event and which cannot thereafter be earned and vested under Sections 6 or
8 shall be canceled and forfeited.

In certain termination events as specified below and in connection with a
long-term Disability (as defined in Section 7), you will be entitled to vesting
of a “Pro Rata Portion” of the Performance Share Units earned or deemed earned
hereunder. For purposes of this Agreement, in the case of a termination of
employment, the Pro Rata Portion is calculated as the proportionate number of
the total number of Performance Share Units relating to a given Performance
Year; provided, however, that the number of days you were employed shall be
reduced by the number of days during such Performance Year in which you were
Disabled in excess of 26 weeks since the commencement of the Disability. For
purposes of this Agreement, in the case of a Disability extending longer than 26
weeks, the Pro Rata Portion is calculated as the proportionate number of the
total number of Performance Share Units relating to a given Performance Year
minus the number of days you were Disabled in excess of 26 weeks since the
commencement of the Disability.

The number of Performance Share Units earned or vested shall be rounded to
the nearest whole Performance Share Unit, unless otherwise determined by the
Company officers responsible for day-to-day administration of the Plan.

Performance Share Units that become vested while you remain employed by the
Company or a subsidiary or affiliate shall be settled promptly upon vesting by
delivery of one Share for each Performance Share Unit being settled, unless
validly deferred in accordance with deferral terms then authorized by the
Committee (subject to Plan Section 11(k)). Performance Share Units that become
vested under Sections 6(a), 6(b), 6(c) or 8 shall be settled at the times
specified therein; provided, however, that settlement of Performance Share Units
under Section 6(a), (b) or (c) shall be subject to the applicable provisions of
Plan Section 11(k). (Note: Section 11(k) could apply if settlement is
triggered by a Change in Control or a termination following a Change in
Control). Until Shares are delivered to you in settlement of Performance
Share Units, you shall have none of the rights of a stockholder of the Company
with respect to the Shares issuable in settlement of the Performance Share
Units, including the right to vote the shares and receive distributions other
than dividends. (Your rights with respect to dividends are set forth in Section
11, below.) Shares of stock issuable in settlement of Performance Share Units
shall be delivered to you upon settlement in certificated form or in such other
manner as the Company may reasonably determine.

5. NONTRANSFERABILITY OF PERFORMANCE SHARE UNITS AND DESIGNATION OF
BENEFICIARY

Performance Share Units shall not be transferable other than by will or by
the laws of descent and distribution, except that you may designate a
beneficiary pursuant to the provisions hereof on a Designation of Beneficiary
form.

If you and/or your beneficiary shall attempt to assign your rights under this
Agreement in violation of the provisions herein, the Company153s obligation to
settle Performance Share Units or otherwise make payments shall terminate.

If no designated beneficiary is living on the date on which shares are
deliverable in settlement or other amount becomes payable to you, or if no
beneficiary has been specified, such settlement or payment will be payable to
the person or persons in the first of the following classes of successive
preference:

(i)

Widow or widower, if then living,

(ii)

Surviving children, equally,

(iii)

Surviving parents, equally,

(iv)

Surviving brothers and sisters, equally,

(v)

Executors or administrators

and the term “beneficiary” as used in this Agreement shall include such
person or persons.

6. RETIREMENT AND OTHER TERMINATIONS (EXCLUDING DEATH)

(a) Retirement. In the event of your Retirement (as defined in the
Plan) prior to settlement of Performance Share Units and after you have
satisfied the one-year employment requirement of Section 2, you will be deemed
vested (i) in any Performance Share Units that relate to a Performance Year
completed before your Retirement and which have been determined or thereafter
are determined by the Committee to have been earned under Section 4, and (ii),
with respect to Performance Share Units relating to a Performance Year in
progress at the date of your Retirement, in a Pro Rata Portion of the
Performance Share Units you would have actually earned for that Performance Year
if you had continued to be employed through the date the Committee determines
the earning of the Performance Share Units for that Performance Year under
Section 4 (for this purpose, if the grant of Performance Share Units relating to
the Performance Year in progress at the date of your Retirement has not yet
become effective, such grant shall be deemed to be effective immediately before
the Retirement and shall have the same terms as applicable to participating
employees who remain employed). Any Performance Share Units earned and vested
under this Section 6(a) shall be settled at the earlier of (i) the date such
Performance Share Units would have vested if you had continued to be employed by
the Company or a subsidiary or affiliate, (ii), in the event of a Change in
Control, as to previously earned Performance Share Units promptly upon the
Change in Control and, in the case of any unearned Performance Share Units
(subject to Section 1), promptly following the date at which the Committee
determines the extent to which such Performance Share Units have been earned (in
each case subject to Section 6(e) below and Section 11(k) of the Plan), or
(iii), in the event of your death, in the year following the Performance Year in
which your Retirement occurred (following the Committee153s determination of the
extent to which any remaining unearned Performance Share Units have been earned)
or, if your death occurred after that year, as promptly as practicable following
your death. Following your Retirement, any Performance Share Units that have not
been earned and vested and which thereafter will not be deemed earned and vested
under this Section 6(a) will be canceled and forfeited.

(b) Termination by the Company Not For Cause. In the event of your
Termination Not for Cause (as defined in Section 6(f)) by the Company and not
during the Protected Period (as defined in Section 6(f)), prior to settlement of
Performance Share Units and after you have satisfied the one-year employment
requirement of Section 2, you will be deemed vested (i) in any Performance Share
Units that relate to a Performance Year completed before such termination and
which have been determined or thereafter are determined by the Committee to have
been earned under Section 4, and (ii), with respect to Performance Share Units
relating to a Performance Year in progress at the date of such termination, in a
Pro Rata Portion of the Performance Share Units you would have actually earned
for that Performance Year if you had continued to be employed through the date
the Committee determines the earning of the

Performance Share Units for that Performance Year under Section 4 (for this
purpose, if the grant of Performance Share Units relating to the Performance
Year in progress at the date of your Termination Not for Cause has not yet
become effective, such grant shall be deemed to be effective immediately before
your termination and shall have the same terms as applicable to participating
employees who remain employed). 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 Performance Share Units that are unvested as of
the date your employment terminates. Any Performance Share Units earned and
vested under this Section 6(b) shall be settled at the earlier of (i) the date
such Performance Share Units would have vested if you had continued to be
employed by the Company or a subsidiary or affiliate or within the period
extending to April 1 of that vesting year, (ii), in the event of a Change in
Control meeting the conditions of Section 6(e)(ii), as to previously earned
Performance Share Units promptly upon such Change in Control and, in the case of
any unearned Performance Share Units (subject to Section 1), promptly following
the date at which the Committee determines the extent to which such Performance
Share Units have been earned (in each case subject to Section 6(e) below and
Section 11(k) of the Plan), or (iii), in the event of your death, in the year
following the Performance Year in which your Termination Not for Cause occurred
(following the Committee153s determination of the extent to which any remaining
unearned Performance Share Units have been earned) or, if your death occurred
after that year, as promptly as practicable following your death. Following such
Termination Not for Cause, any Performance Share Units that have not been earned
and vested and which thereafter will not be deemed earned and vested under this
Section 6(b) will be canceled and forfeited.

(c) Qualifying Termination Following a Change in Control. In the
event that you have a Qualifying Termination as defined in Plan Section 9(c)
during the Protected Period (as defined in Section 6(f) below) following a
Change in Control (as defined in the Plan), you will be deemed vested (i) in any
Performance Share Units that relate to a Performance Year completed before such
termination and which have been determined or thereafter are determined by the
Committee to have been earned under Section 4, and (ii), with respect to
Performance Share Units relating to a Performance Year in progress at the date
of your Qualifying Termination (subject to Section 1, but including Performance
Share Units otherwise not meeting the one-year requirement of Section 2), in a
Pro Rata Portion of the target number of Performance Share Units that could have
been earned in the Performance Year. All of your earned and vested Performance
Share Units shall be settled promptly (subject to Section 6(e) below and Section
11(k) of the Plan); provided, however, any additional forfeiture conditions in
the nature of a “clawback” contained in Section 10 of this Agreement shall
continue to apply to any payment. Upon your Qualifying Termination, any
Performance Share Units that have not been deemed earned and vested under this
Section 6(c) will be canceled and forfeited.

(d) Other Terminations. If you cease to be an employee of the
Company and its subsidiaries and affiliates for any reason other than
Retirement, Termination Not for Cause, a Qualifying Termination within the
Protected Period following a Change in Control, or death, Performance Share
Units granted herein that have not become both earned and vested shall be
canceled and forfeited and you shall have no right to settlement of any portion
of the Performance Share Units.

(e) Special Distribution Rules to Comply with Code Section 409A. The
Performance Share Units constitute a “deferral of compensation” under Section
409A of the Internal Revenue Code (the “Code”), based on Internal Revenue
Service regulations and guidance in effect at the date of grant. As a result,
the timing of settlement of your Performance Share Units will be subject to
applicable limitations under Code Section 409A. Specifically, each tranche of
Performance Share Units will be subject to Section 11(k) of the Plan, including
the following restrictions on settlement:

(i)

Settlement of the Performance Share Units under Section 6(c)
upon a Qualifying Termination will be subject to the requirement that the
termination constitute a

“separation from service” under Treas. Reg. § 1.409A-1(h), and subject to the
six-month delay rule under Plan Section 11(k)(i)(E) if at the time of separation
from service you are a “Specified Employee.”

(ii)

Settlement of the Performance Share Units under Section 6(a) or 6(b) in the
event of a Change in Control will occur only if an event relating to the Change
in Control constitutes a change in ownership or effective control of the Company
or a change in the ownership of a substantial portion of the assets of the
Company within the meaning of Treas. Reg. § 1.409A-3(i)(5).

(f) Definition of “Protected Period” and “Termination Not for Cause.”
For purposes of this Section 6, the “Protected Period” means a specific
period of time following a Change in Control, such period to be the same as the
applicable “protected period” specified by the Committee in your
Change-in-Control Agreement or Change-in-Control Plan, as applicable, or such
other specific period (not less than one year) specified by the Committee at the
time of grant of this Award in the resolutions authorizing the grant of this
Award. For purposes of this Section 6, a “Termination Not for Cause” means a
Company-initiated termination for reason other than willful misconduct, activity
deemed detrimental to the interests of the Company, or disability, provided that
you execute a general release and, where required by the Company, a
non-solicitation and/or non-compete agreement with the Company.

7. DISABILITY OF PARTICIPANT

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. If
you become Disabled, you will not be deemed to have terminated employment for
the period during which, under the applicable Disability pay plan of the Company
or a subsidiary or affiliate, you are deemed to be employed and continue to
receive Disability payments. Upon the cessation of payments under such
Disability pay plan, (i) if you return to employment status with the Company or
a subsidiary or affiliate, you will not be deemed to have terminated employment,
and (ii), if you do not return to such employment status, you will be deemed to
have terminated employment at the date of cessation of such Disability payments,
with such termination treated for purposes of the Performance Share Units as a
Retirement, death, or voluntary termination based on your circumstances at the
time of such termination. If you have been Disabled for a period in excess of 26
weeks in the aggregate during one or more Performance Years, for each affected
Performance Year you will earn only a Pro Rata Portion of the Performance Share
Units you otherwise would have earned in respect of such a Performance Year.

8. DEATH OF PARTICIPANT

In the event of your death while employed by the Company or a subsidiary and
prior to settlement of Performance Share Units but after you have satisfied the
one-year employment requirement of Section 2, you will be deemed vested (i) in
any Performance Share Units that relate to a Performance Year completed before
your death and which have been determined or thereafter are determined by the
Committee to have been earned under Section 4, and (ii), with respect to
Performance Share Units relating to a Performance Year in progress at the date
of your death, in a Pro Rata Portion of the Performance Share Units you would
have actually earned for that Performance Year if you had continued to be
employed through the date the Committee determines the earning of the
Performance Share Units for that Performance Year under Section 4. In this case,
your beneficiary shall be entitled to settlement of any of your earned and
vested Performance Share Units referred to in clause (i) by the later of the end
of the calendar year in which your death occurred or 60 days after your death,
and to your earned and vested

Performance Share Units referred to in clause (ii) in the year following your
year of death as promptly as practicable following the determination of the
number of Performance Share Units earned under clause (ii) above. In the case of
your death, any Performance Share Units that have not been earned and vested and
thereafter will not be deemed earned and vested under this Section 8 will be
canceled and forfeited.

9. TAXES

At such time as the Company or any subsidiary or affiliate is required to
withhold taxes with respect to the Performance Share Units, or at an earlier
date as determined by the Company, you shall make remittance to the Company or
to your employer of an amount sufficient to cover such taxes or make such other
arrangement regarding payments of such taxes as are satisfactory to the
Committee. The Company and its Subsidiaries and affiliates shall, to the extent
permitted by law, have the right to deduct such amount from any payment of any
kind otherwise due to you, including by means of mandatory withholding of shares
deliverable in settlement of your Performance Share Units, to satisfy the
mandatory tax withholding requirements.

10. FORFEITURE IN THE EVENT OF COMPETITION AND/OR SOLICITATION OR OTHER
ACTS

You acknowledge that your continued employment with the Company and its
subsidiaries and affiliates and this grant of Performance Share Units are
sufficient consideration for this Agreement, including, without limitation, the
restrictions imposed upon you by Section 10.

By accepting the Performance Share Units granted hereby, you expressly agree
and covenant that during the Restricted Period (as defined below), you shall
not, without the prior consent of the Company, directly or indirectly:

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
percent 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;

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.

Forfeiture

. You agree and covenant that, if the Company determines that you have
violated any provisions of Section 10(a) above during the Restricted Period,
then:

any portion of the Performance Share Units that have not been settled or paid
to you as of the date of such determination shall be immediately canceled and
forfeited;

ii)

you shall automatically forfeit any rights you may have with respect to the
Performance Share Units as of the date of such determination;

iii)

if any Performance Share Units have become vested within the twelve-month
period immediately preceding a violation of Section 10(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 equal to the
number of Shares delivered to you in settlement of such vested Performance Share
Units if such delivery was made in Shares or you shall pay cash equal to the
value of cash paid to you in settlement of such vested Performance Share Units
if such payment was made in cash; and

iv)

The foregoing remedies set forth in Section 10(b) shall not be the Company153s
exclusive remedies. The Company reserves all other rights and remedies available
to it at law or in equity.

Company Policy

. 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.

Definitions

. For purposes of this Section 10, the following definitions shall apply:

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)

“Restricted Period” means the period during which you are employed by
the Company or its subsidiaries and affiliates and twelve months following the
date that you no longer are employed by the Company or any of its subsidiaries
or affiliates for any reason whatsoever.

Severability. You acknowledge and agree that the period,
scope and geographic areas of restriction imposed upon you by the provisions of
Section 10 are fair and reasonable and are reasonably required for the
protection of the Company. In the event that any part of this Agreement,
including, without limitation, Section 10, is held to be unenforceable or
invalid, the remaining parts of this Agreement and Section 10 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 10 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.

Additional Remedies.

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.

11. DIVIDEND EQUIVALENTS AND OTHER ADJUSTMENTS

Crediting of Dividend Equivalents

. Subject to this Section 11, dividend equivalents shall be credited on your
Performance Share Units (other than Performance Share Units 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:

Cash Dividends

. 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 Performance Share Units credited to you as of
the record date for such dividend or distribution (other than previously settled
or forfeited Performance Share Units). At the time the underlying PSU becomes
payable, the Company has the discretion to pay any accrued dividend equivalents
either in cash or in shares of Common Stock.

ii)

Non-Share Dividends

. 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
Performance Share Units shall be credited to you as of the payment date for such
dividend or distribution equal to (A) the number of Performance Share Units
credited to you as of the record date for such dividend or distribution (other
than previously settled or forfeited Performance Share Units), 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.

iii)

Common Stock Dividends and Splits

. 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 Performance Share Units shall be credited to
you as of the payment date for such dividend or distribution or forward split
equal to (A) the number of Performance Share Units credited to you as of the
record date for such dividend or distribution or split (other than previously
settled or forfeited Performance Share Units), 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.

Adjustment of Dividend Equivalents

. If any Performance Share Unit is forfeited for any reason, including as a
result of the failure to attain the Performance Goals at least at Threshold, any
dividend or distribution attributable to such Performance Share Unit, whether in
the form of cash or additional Performance Share Units, shall be forfeited on
the date on which the underlying Performance Share Unit is forfeited. If any
Performance Share Units are paid at greater or smaller than 100% of Target, the
amount of dividend equivalents (if any) credited on such Performance Share
Units, whether in the form of cash or additional Performance Share Units, shall
be increased or decreased proportionately to reflect the payout percentage on
the underlying Performance Share Units.

Payment of Dividend Equivalents

. Any cash or Performance Share Units payable under this Section 11 shall be
paid or settled on the settlement date for the underlying Performance Share
Unit.

Other Adjustments

. The target number of Performance Share Units, the kind of securities
deliverable in settlement of Performance Share Units, and any performance
measure based on per share results shall be appropriately adjusted in order to
prevent dilution or enlargement of your rights with respect to the Performance
Share Units upon the occurrence of an event referred to in Section 11(c) of the
Plan. In furtherance of the foregoing, in the event of an equity restructuring,
as defined in FAS 123R, which affects the Shares, you shall have a legal right
to an adjustment to your Performance Share Units which shall preserve without
enlarging the value of the Performance Share Units, with the manner of such
adjustment to be determined by the Committee in its discretion. Any Performance
Share Units or related rights which directly or indirectly result from an
adjustment to a Performance Share Unit hereunder shall be subject to the same
risk of forfeiture and other conditions as apply to the granted Performance
Share Unit and will be settled at the same time as the granted Performance Share
Unit.

12. EFFECT ON OTHER BENEFITS

In no event shall the value, at any time, of the Performance Share Units or
any other payment or right to payment under this Agreement be included as
compensation or earnings for purposes of any other compensation, retirement, or
benefit plan offered to employees of the Company or its subsidiaries or
affiliates unless otherwise specifically provided for in such plan.

13. RIGHT TO CONTINUED EMPLOYMENT

Nothing in the Plan or this Agreement shall confer on you any right to
continue in the employ of the Company or any subsidiary or affiliate or any
specific position or level of employment with the Company or any subsidiary or
affiliate or affect in any way the right of the Company or any subsidiary or
affiliate to terminate your employment without prior notice at any time for any
reason or no reason.

14. ADMINISTRATION

The Committee shall have full authority and discretion, subject only to the
express terms of the Plan, to decide all matters relating to the administration
and interpretation of the Plan and this Agreement, and all such Committee
determinations shall be final, conclusive, and binding upon the Company, any
subsidiary or affiliate, you, and all interested parties. Any provision for
distribution in settlement of your Performance Share Units and other obligations
hereunder shall be by means of bookkeeping entries on the books of the Company
and shall not create in you or any beneficiary any right to, or claim against
any, specific assets of the Company, nor result in the creation of any trust or
escrow account for you or any beneficiary. You and any of your beneficiaries
entitled to any settlement or other payment hereunder shall be a general
creditor of the Company.

15. DEEMED ACCEPTANCE. You are required to accept the terms and
conditions set forth in this Agreement prior to the end of the first Performance
Year in order for you to receive the Award granted to you hereunder. If you wish
to decline this Award, you must reject this Agreement prior to the end of the
first Performance Year. For your benefit, if you have not rejected the Agreement
prior to the end of the first Performance Year, you will be deemed to have
automatically accepted this Award and all the terms and conditions set forth in
this Agreement. Deemed acceptance will allow the shares to be released to you in
a timely manner.

16. AMENDMENT

This Agreement shall be subject to the terms of the Plan, as amended from
time to time, except that Performance Share Units which are the subject of this
Agreement may not be materially adversely affected by any amendment or
termination of the Plan approved after the Award Date without your written
consent.

17. SEVERABILITY AND VALIDITY

The various provisions of this Agreement are severable and any determination
of invalidity or unenforceability of any one provision shall have no effect on
the remaining provisions.

18. GOVERNING LAW

This Agreement shall be governed by the substantive laws (but not the choice
of law rules) of the State of New York.

19. SUCCESSORS

This Agreement shall be binding upon and inure to the benefit of the
successors, assigns, and heirs of the respective parties.

20. DATA PRIVACY

By entering into this agreement, you (i) authorize the Company, and any agent
of the Company administering the Plan or providing Plan recordkeeping services,
to disclose to the Company or any of its subsidiaries such information and data
as the Company or any such subsidiary shall request in order to facilitate the
grant of Performance Share Units and the administration of the Plan; (ii) waive
any data privacy rights you may have with respect to such information; and (iii)
authorize the Company to store and transmit such information in electronic form.

21. ENTIRE AGREEMENT AND NO ORAL MODIFICATION OR WAIVER

This Agreement contains the entire understanding of the parties. This
Agreement shall not be modified or amended except in writing duly signed by the
parties except that the Company may adopt a modification or amendment to the
Agreement that is not materially adverse to you in writing signed only by the
Company. Any waiver of any right or failure to perform under this Agreement
shall be in writing signed by the party granting the waiver and shall not be
deemed a waiver of any subsequent failure to perform.



For the Company

Bristol-Myers Squibb Company

By:
Date:

I have read this Agreement in its entirety. I understand that this Award has
been granted to provide a means for me to acquire and/or expand an ownership
position in Bristol-Myers Squibb Company. I acknowledge and agree that sales of
shares will be subject to the Company’s policies regulating trading by

employees. In accepting this Award, I hereby agree that Morgan Stanley Smith
Barney, or such other vendor as the Company may choose to administer the Plan,
may provide the Company with any and all account information for the
administration of this Award.

I hereby agree to all the terms, restrictions and conditions set forth in the
Agreement.

Exhibit A

PERFORMANCE SHARE UNITS AGREEMENT

Under the Bristol-Myers Squibb Company

2007 Stock Award and Incentive Plan

2011-2013 Performance Share Units Award

2011 Performance Goals

The number of 2011 Performance Share Units earned by Participant shall be
determined as of December 31, 2011 (the “Earning Date”), based on the Company153s
2011 Net Sales Performance (net of foreign exchange), 2011 Non-GAAP Diluted EPS
Performance, and 2011 Working Capital plus Capital Expenditures as a Percent of
Net Sales Performance (net of foreign exchange), each as defined below,
determined based on the following grid:

Performance Measure

Threshold

Target

Maximum

2011 Net Sales, net of fx ($=MM)

2011 Non-GAAP Diluted EPS

2011 Working Capital plus CAPEX as a Percent of Net Sales

Participant shall earn 32.50% of the target number of 2011 Performance Share
Units for “Threshold Performance,” 100% of the target number of 2011 Performance
Share Units for “Target Performance,” and 167.50% of the target number of 2011
Performance Share Units for “Maximum Performance.” For this purpose, 2011 Net
Sales Performance and 2011 Working Capital plus Capital Expenditures as a
Percent of Net Sales Performance are weighted 25% each, and 2011 Non-GAAP
Diluted EPS Performance is weighted 50%, so level of earning of 2011 Performance
Share Units shall be determined on a weighted-average basis.

Determinations of the Committee regarding 2011 Net Sales Performance, 2011
Non-GAAP Diluted EPS Performance, and 2011 Working Capital plus Capital
Expenditures as a Percent of Net Sales Performance, and the resulting 2011
Performance Share Units earned, and related matters, will be final and binding
on Participant. In making its determinations, the Committee may exercise its
discretion (reserved under Plan Sections 7(a) and 7(b)(v)) to reduce the amount
of Performance Share Units deemed earned, in its sole discretion.

Was this helpful?

Why was this helpful?

Easy to understand

Solved my problem

Other

Why was this not helpful?

Missing the information I need

Too complicated / too many steps

Out of date

Other

Stay Up-to-Date With How the Law Affects Your Life

Enter your email address to subscribe:

Learn more about FindLaw’s newsletters, including our terms of use and privacy policy.