Restricted Stock Units Agreement – Bristol-Myers

(a)

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

(b)

Time of Settlement. RSUs shall be settled promptly upon
expiration of the Restricted Period without forfeiture of the RSUs (i.e., upon
vesting) by delivery of one share of Common Stock for each RSU being settled;
provided, however, that settlement of an RSU

shall be subject to Plan Section 11(k), including if applicable the six-month
delay rule in Plan Sections 11(k)(i)(D) and (E). (Note: This rule may apply
to any portion of the RSUs that vests after the time you become Retirement
eligible under the Plan, and could apply in other cases as well).
Settlement of RSUs or cash amounts that directly or indirectly result from
Dividend Equivalents on RSUs or adjustments to RSUs shall occur at the time of
settlement of, and subject to the restrictions and conditions that apply to, the
granted RSU. Until shares are delivered to you in settlement of RSUs, you shall
have none of the rights of a stockholder of the Company with respect to the
shares issuable in settlement of the RSUs, 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 RSUs shall be delivered to you upon
settlement in certificated form or in such other manner as the Company may
reasonably determine.

(c)

. In the event of your Retirement (as that term is defined in the Plan;
however, if you attain age 65 before Retirement, RSUs held for at least one year
will have vested prior to Retirement) or your death while employed by the
Company prior to the end of the Restricted Period, you, or your estate, shall be
deemed vested and entitled to settlement of (i.e., the Restricted Period shall
expire with respect to) a proportionate number of the total number of RSUs
granted (taking into account RSUs previously vested), 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.
The formula for determining the proportionate number of your RSUs to become
vested and non-forfeitable upon your Retirement or 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 RSUs (not previously forfeited), shares in settlement of your RSUs
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.

(d)

. If you are employed in the United States (including in Puerto Rico), in the
event your employment is terminated by the Company for reasons other than
misconduct or other conduct deemed detrimental to the interests of the Company,
and you are not eligible to Retire, you shall be entitled to settlement of
(i.e., the Restricted Period shall expire with respect to) a proportionate
number of the total number of RSUs granted 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 RSUs that are
unvested as of the date your employment terminates. The formula for determining
the proportionate number of RSUs you are entitled to under this Section 2(d) is
available by request from the Office of the Corporate Secretary at 345 Park
Avenue, New York, New York 10154.

(e)

Disability. 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 RSUs. 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 RSUs 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.

(f)

. In the event your employment is terminated by reason of a Qualifying
Termination (as defined in the Plan) during the protection period (as defined in
your current Change-in-Control Agreement or Change-in-Control Plan, as
applicable) following a Change in Control (as defined in the Plan), the
Restricted Period and all remaining restrictions shall expire and the RSUs shall
be deemed fully vested.

(g)

. 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 RSUs on the date of
termination.

(h)

.

(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 RSUs 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 RSUs 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 RSUs as to which the Restricted
Period has not expired at or before such termination shall be forfeited. Other
provisions of this Agreement notwithstanding, in no event will an RSU that has
been forfeited thereafter vest or be settled.

(i)

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.

(a)

By accepting the RSUs, 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 Company 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 RSUs shall be immediately rescinded;

(ii)

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

(iii)

if any part of the RSUs 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 RSUs (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 RSU, the period from the
Award Date until the date such RSU has become vested and non-forfeitable.

(e)

Severability. 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 RSUs (other than RSUs 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 will be credited, as of the payment date for such
dividend or distribution, an amount equal to the number of RSUs credited to you
as of the record date for such dividend or distribution multiplied by the amount
that would have been paid as a dividend or distribution on each outstanding
share of Common Stock at such payment date. Any amounts credited under this
Section 5(a)(i) shall be subject to the restrictions and conditions that apply
to the RSU with respect to which the amounts are credited and will be payable
when the underlying RSU becomes payable. At the time the underlying RSU becomes
payable, the Company has the discretion to pay any accrued dividend equivalents
either in cash or in shares of Common Stock. If the underlying RSU does not vest
or is forfeited, any amounts credited under this Section 5(a)(i) with respect to
the underlying RSU will also fail to vest and be forfeited.

(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 RSUs shall be credited to you as of the
payment date for such dividend or distribution equal to the number of RSUs
credited to you as of the record date for such dividend or distribution
multiplied by 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 the Fair Market Value of a share at
such payment date. Any RSUs credited to you under this Section 5(a)(ii) shall be
subject to the restrictions and conditions that apply to the RSU with respect to
which the RSUs are credited and will be payable when the underlying RSU becomes
payable. If the underlying RSU does not vest or is forfeited, any RSUs credited
under this Section 5(a)(ii) with respect to the underlying RSU will also fail to
vest and be forfeited. You will be eligible to receive Dividend Equivalents on
any RSUs credited to you under this Section 5(a)(ii).

(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 RSUs shall be credited to you as of the
payment date for such dividend or distribution or forward split equal to the
number of RSUs credited to you as of the record date for such dividend or
distribution or split multiplied by 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 RSUs credited to you under this Section
5(a)(iii) shall be subject to the restrictions and conditions that apply to the
RSU with respect to which the RSUs are credited and will be payable when the
underlying RSU becomes payable. If the underlying RSU does not vest or is
forfeited, any RSUs credited under this Section 5(a)(iii) with respect to the
underlying RSU will also fail to vest and be forfeited. You will be eligible to
receive Dividend Equivalents on any RSUs credited to you under this Section
5(a)(iii).

(b)

The number of your RSUs and other related terms shall be appropriately
adjusted, in order to prevent dilution or enlargement of your rights with
respect to RSUs, 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
RSUs credited to you in connection with such event under Section 5(a).

Bristol-Myers Squibb Company

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