{"id":38456,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/2007-market-share-units-agreement-bristol-myers.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2007-market-share-units-agreement-bristol-myers","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2007-market-share-units-agreement-bristol-myers.html","title":{"rendered":"2007 Market Share Units Agreement – Bristol-Myers"},"content":{"rendered":"

MARKET SHARE UNITS AGREEMENT <\/strong><\/p>\n

UNDER THE BRISTOL-MYERS SQUIBB COMPANY<\/p>\n

2007 STOCK AWARD AND INCENTIVE PLAN<\/p>\n

BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (the “Company”), has
\ngranted to you the Market Share Units (“MSUs”) specified in the Grant Summary
\nabove, which is incorporated into this Market Share Units Agreement (the
\n“Agreement”) and deemed to be a part hereof. The MSUs have been granted to you
\nunder Sections 6(i) and 7 of the 2007 Stock Award and Incentive Plan (the
\n“Plan”), on the terms and conditions specified in the Grant Summary and this
\nAgreement.<\/p>\n

1. MARKET SHARE UNITS AWARD<\/u><\/p>\n

The Compensation and Management Development Committee of the Board of
\nDirectors of Bristol-Myers Squibb Company (the “Committee”) has granted to you
\non the Award Date an Award of MSUs as designated herein subject to the terms,
\nconditions, and restrictions set forth in this Agreement and the Plan. Each MSU
\nshall represent the conditional right to receive, upon settlement of the MSU,
\none share of Bristol-Myers Squibb Common Stock (“Common Stock”) (subject to any
\ntax withholding as described in Section 4). MSUs include the right to receive
\ndividend equivalents as specified in Section 5 (“Dividend Equivalents”). The
\npurpose of such Award is to motivate and retain you as an employee of the
\nCompany or a subsidiary of the Company, to encourage you to continue to give
\nyour best efforts for the Company153s future success, to increase your proprietary
\ninterest in the Company, and to further align your compensation with the
\ninterests of the Company153s shareholders. Except as may be required by law, you
\nare not required to make any payment (other than payments for taxes pursuant to
\nSection 4 hereof) or provide any consideration other than the rendering of
\nfuture services to the Company or a subsidiary of the Company.<\/p>\n

2. RESTRICTIONS, FORFEITURES, AND SETTLEMENT<\/u><\/p>\n

Except as otherwise provided in this Section 2, MSUs shall be subject to the
\nrestrictions and conditions set forth herein during the Restricted Period (as
\ndefined below). Vesting of the MSUs is conditioned upon you remaining
\ncontinuously employed by the Company or a subsidiary of the Company following
\nthe Award Date until the relevant Vesting Date, subject to the provisions of
\nthis Section 2. In addition, for purposes of vesting, the MSU grant shall be
\ndivided into four tranches, each of which shall include 25% of the number of
\nMSUs specified in the Grant Summary above and any additional MSUs and\/or cash
\nthat results from Dividend Equivalents that are attributable to the MSUs in that
\ntranche.<\/p>\n

Assuming satisfaction of such employment conditions, the MSUs shall vest only
\nif the Share Price (as defined below) on the applicable Vesting Date equals at
\nleast 60% of the Share Price on the Award Date. If this threshold condition is
\nsatisfied, MSUs shall vest to the extent provided in the following schedule:\n<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

(A)<\/strong><\/p>\n

Tranche<\/strong><\/p>\n<\/td>\n

<\/td>\n(B)<\/strong>
\nMSUs in
\nTranche<\/strong><\/td>\n		<\/td>\n\n

(C)<\/strong><\/p>\n

Vesting Date<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

(D)<\/strong><\/p>\n

Payout Factor<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

(E)<\/strong><\/p>\n

Number of MSUs Vested<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

1<\/p>\n<\/td>\n

<\/td>\n\n

25% of
\nTotal<\/p>\n<\/td>\n

<\/td>\n\n

1st<\/sup> Anniversary of<\/p>\n

Award Date<\/p>\n<\/td>\n

<\/td>\n\n

Share Price on Vesting<\/p>\n

Date divided by Share<\/p>\n

Price on Award Date<\/p>\n<\/td>\n

<\/td>\n\n

MSUs in Tranche<\/p>\n

(Column B) times<\/em> Payout<\/p>\n

Factor (Column D)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

2<\/p>\n<\/td>\n

<\/td>\n\n

25% of
\nTotal<\/p>\n<\/td>\n

<\/td>\n\n

2nd<\/sup> Anniversary of<\/p>\n

Award Date<\/p>\n<\/td>\n

<\/td>\n\n

Share Price on Vesting<\/p>\n

Date divided by Share<\/p>\n

Price on Award Date<\/p>\n<\/td>\n

<\/td>\n\n

MSUs in Tranche<\/p>\n

(Column B) times <\/em>Payout<\/p>\n

Factor (Column D)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

3<\/p>\n<\/td>\n

<\/td>\n\n

25% of
\nTotal<\/p>\n<\/td>\n

<\/td>\n\n

3rd<\/sup> Anniversary of<\/p>\n

Award Date<\/p>\n<\/td>\n

<\/td>\n\n

Share Price on Vesting<\/p>\n

Date divided by Share<\/p>\n

Price on Award Date<\/p>\n<\/td>\n

<\/td>\n\n

MSUs in Tranche<\/p>\n

(Column B) times <\/em>Payout<\/p>\n

Factor (Column D)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

4<\/p>\n<\/td>\n

<\/td>\n\n

25% of
\nTotal<\/p>\n<\/td>\n

<\/td>\n\n

4th<\/sup> Anniversary of<\/p>\n

Award Date<\/p>\n<\/td>\n

<\/td>\n\n

Share Price on Vesting<\/p>\n

Date divided by Share<\/p>\n

Price on Award Date<\/p>\n<\/td>\n

<\/td>\n\n

MSUs in Tranche<\/p>\n

(Column B) times <\/em>Payout<\/p>\n

Factor (Column D)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

For<\/p>\n<\/td>\n

\n

purposes of the table set forth above:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(A)<\/p>\n<\/td>\n

\n

“Share Price” shall equal the average of the closing share price of the
\nCompany153s Common Stock on the Vesting Date or Award Date, as applicable, and the
\nnine trading days immediately preceding the Vesting Date or Award Date. If there
\nwere no trades on the Vesting Date or Award Date, the closing price on most
\nrecent date on which there were trades and the nine trading days immediately
\npreceding that date shall be used.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(B)<\/p>\n<\/td>\n

\n

“Payout Factor” shall be rounded to the nearest hundredth (two places after
\nthe decimal), except that if the “Payout Factor” equals more than 2.00, the
\nPayout Factor used in Column E shall be 2.00. Notwithstanding the formula in the
\ntable, the Payout Factor for any Vesting Date that occurs on or after a Change
\nin Control (as defined in the Plan) shall equal the Share Price on the Change in
\nControl Date divided by the Share Price on the Award Date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Any MSUs that fail to vest, either because the employment condition is not
\nsatisfied or because the Payout Factor on the applicable Vesting Date is less
\nthan 60% shall be forfeited, subject to the special provisions set forth in
\nparagraphs (c) through (g) of this Section 2.<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

Nontransferability<\/u><\/p>\n

. During the Restricted Period and any further period prior to settlement of
\nyour MSUs, you may not sell, transfer, pledge or assign any of the MSUs or your
\nrights relating thereto.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Time of Settlement<\/u>. MSUs shall be settled promptly upon
\nexpiration of the Restricted Period without forfeiture of the MSUs (i.e., upon
\nvesting) by delivery of one share of Common Stock for each MSU being settled;
\nprovided, however, that settlement of an MSU shall be subject to Plan Section
\n11(k), including, if applicable, the six-month delay rule in Plan Section
\n11(k)(i)(C) to the extent the MSUs are subject to Section 409A of the Code,
\npayment is on account of your “separation from service” and you are a “key
\nemployee,” both within the meaning of Section 409A. (Note: This rule may
\napply to any portion of the MSUs that vests after the time you become Retirement
\neligible under the Plan, and could apply in other cases as well<\/em>).
\nSettlement of MSUs which directly or indirectly result from non-cash Dividend
\nEquivalents on MSUs or adjustments to MSUs<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2<\/p>\n

\n\n\n\n
<\/td>\n\n

shall occur at the time of settlement of the granted MSUs. Until shares are
\ndelivered to you in settlement of MSUs, you shall have none of the rights of a
\nstockholder of the Company with respect to the shares issuable in settlement of
\nthe MSUs, including the right to vote the shares and receive actual dividends
\nand other distributions on the underlying shares of Common Stock (you are
\nentitled to Dividend Equivalents, however). Shares of stock issuable in
\nsettlement of MSUs shall be delivered to you upon settlement in certificated
\nform or in such other manner as the Company may reasonably determine.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Retirement<\/u>. In the event of your Retirement (as that term
\nis defined in section 2(v)(i) of the Plan) at or after your 65th<\/sup>
\nbirthday and prior to the end of the Restricted Period, the continuous
\nemployment requirement shall be eliminated and you shall vest in and be entitled
\nto settlement of (i.e., the Restricted Period shall expire with respect to) any
\nMSUs that have not previously been vested or forfeited, provided that you have
\nbeen continuously employed by the Company for at least one year following the
\nAward Date and your employment has not been terminated by the Company for
\nmisconduct or other conduct deemed detrimental to the interests of the Company.
\nAny MSU that vests upon your Retirement shall vest based on the Payout Factor
\ndetermined by substituting your last day of work (or the date of a Change in
\nControl, if a Change in Control has occurred before your Retirement) for the
\nVesting Date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

Early Retirement; Termination not for Misconduct\/Detrimental
\nConduct<\/u><\/p>\n

. This paragraph 2(d) shall apply in the event of (1) your Retirement (as
\nthat term is defined in section 2(v)(ii) or 2(v)(iii) of the Plan) (A) at or
\nafter age 55 with at least 10 years of service or (B) after attaining
\neligibility for the “Rule of 70” or (2) the termination of your employment by
\nthe Company for reasons other than misconduct or other conduct deemed
\ndetrimental to the interests of the Company (and you are not eligible for
\nRetirement). If one of the events described in the preceding sentence occurs
\nbefore the end of the Restricted Period, the continuous employment requirement
\nshall be eliminated and you shall vest in and be entitled to settlement of
\n(i.e., the Restricted Period shall expire with respect to) a proportionate
\nnumber of the MSUs that would otherwise have vested on the Vesting Date that
\nnext follows the date on which the event occurs, provided that you have been
\ncontinuously employed by the Company for at least one year following the Award
\nDate and your employment has not been terminated by the Company for misconduct
\nor other conduct deemed detrimental to the interests of the Company. Any MSU
\nthat vests upon your early Retirement or termination shall vest based on the
\nPayout Factor determined by substituting your last day of work (or the date of a
\nChange in Control, if a Change in Control has occurred before your early
\nRetirement or termination) for the Vesting Date. If you are employed in the
\nUnited States (including in Puerto Rico), and you are not eligible for
\nRetirement, you shall be entitled to the pro rata vesting described in the
\npreceding sentence only if you execute and do not revoke a release in favor of
\nthe Company and its predecessors, successors, affiliates, subsidiaries,
\ndirectors and employees in a form satisfactory to the Company and, where deemed
\napplicable by the Company, a non-compete and\/or a non-solicitation agreement; if
\nyou fail to execute or revoke the release or fail to execute the non-compete or
\nnon-solicitation agreement, you shall forfeit any MSUs that are unvested as of
\nthe date your employment terminates. The formula for determining the
\nproportionate number of your MSUs to become vested and non-forfeitable upon your
\nearly Retirement or involuntary termination not for misconduct or other
\ndetrimental conduct is available by request from the Office of the Corporate
\nSecretary at 345 Park Avenue, New York, New York 10154.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

Death<\/u>. In the event of your death during the Restricted
\nPeriod, the continuous employment requirement shall be eliminated and your
\nestate shall vest in and be entitled to settlement of (i.e., the Restricted
\nPeriod shall expire with respect to) a proportionate number of the MSUs that
\nwould otherwise have vested, provided that you have been<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3<\/p>\n

\n\n\n\n
<\/td>\n\n

continuously employed by the Company for at least one year following the
\nAward Date. Any MSU that vests upon your death shall vest based on the Payout
\nFactor determined by substituting your last day of work (or the date of a Change
\nin Control, if a Change in Control has occurred before your death) for the
\nVesting Date. The formula for determining the proportionate number of your MSUs
\nto become vested and non-forfeitable upon your death is available by request
\nfrom the Office of the Corporate Secretary at 345 Park Avenue, New York, New
\nYork 10154. In the event of your death prior to the delivery of shares in
\nsettlement of MSUs (not previously forfeited), shares in settlement of your MSUs
\nshall be delivered to your estate, upon presentation to the Committee of letters
\ntestamentary or other documentation satisfactory to the Committee, and your
\nestate shall succeed to any other rights provided hereunder in the event of your
\ndeath.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

Disability<\/u><\/p>\n

. In the event you become Disabled (as that term is defined below), for the
\nperiod during which you continue to be deemed to be employed by the Company or a
\nsubsidiary (i.e., the period during which you receive Disability benefits), you
\nwill not be deemed to have terminated employment for purposes of the MSUs. Upon
\nthe termination of your receipt of Disability benefits, (i) you will not be
\ndeemed to have terminated employment if you return to employment status, and
\n(ii), if you do not return to employment status, you will be deemed to have
\nterminated employment at the date of cessation of payments to you under all
\ndisability pay plans of the Company and its subsidiaries, with such termination
\ntreated for purposes of the MSUs as a Retirement, death, or voluntary
\ntermination based on your circumstances at the time of such termination. For
\npurposes of this Agreement, “Disability” or “Disabled” shall mean qualifying for
\nand receiving payments under a disability plan of the Company or any subsidiary
\nor affiliate either in the United States or in a jurisdiction outside of the
\nUnited States, and in jurisdictions outside of the United States shall also
\ninclude qualifying for and receiving payments under a mandatory or universal
\ndisability plan or program managed or maintained by the government.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(g)<\/p>\n<\/td>\n

Qualifying Termination Following Change in Control<\/u><\/p>\n

. In the event your employment is terminated by reason of a Qualifying
\nTermination (as defined in the Plan) during the protection period following a
\nChange in Control (as defined in the Plan) as referenced in your current Change-
\nin- Control Agreement or the Change- in- Control Plan, as applicable, the
\ncontinuous employment requirement shall be eliminated and you shall vest in and
\nbe entitled to settlement of (i.e., the Restricted Period shall expire with
\nrespect to) any MSUs that have not previously been forfeited. Any MSU that vests
\nfollowing a Qualifying Termination during the applicable protection period
\nfollowing a Change in Control shall vest based on the Payout Factor determined
\nby substituting the Change in Control Date for the Vesting Date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(h)<\/p>\n<\/td>\n

Other Termination of Employment<\/u><\/p>\n

. In the event of your voluntary termination, or termination by the Company
\nfor misconduct or other conduct deemed by the Company to be detrimental to the
\ninterests of the Company, you shall forfeit all unvested MSUs on the date of
\ntermination.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

Other Terms<\/u><\/p>\n

.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

In the event that you fail promptly to pay or make satisfactory arrangements
\nas to the withholding taxes as provided in Section 4, all MSUs then subject to
\nrestriction shall be forfeited by you and shall be deemed to be reacquired by
\nthe Company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

4<\/p>\n

\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

You may, at any time prior to the expiration of the Restricted Period, waive
\nall rights with respect to all or some of the MSUs by delivering to the Company
\na written notice of such waiver.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

\n

Termination of employment includes any event if immediately thereafter you
\nare no longer an employee of the Company or any subsidiary of the Company,
\nsubject to Section 2(i) hereof. References in this Section 2 to employment by
\nthe Company include employment by a subsidiary of the Company. Termination of
\nemployment means an event after which you are no longer employed by the Company
\nor any subsidiary of the Company. Such an event could include the disposition of
\na subsidiary or business unit by the Company or a subsidiary.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

\n

Upon any termination of your employment, any MSUs as to which the Restricted
\nPeriod has not expired at or before such termination shall be forfeited, subject
\nto Section 2(c)-(g). Other provisions of this Agreement notwithstanding, in no
\nevent will an MSU that has been forfeited thereafter vest or be settled.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(j)<\/p>\n<\/td>\n

\n

The following events shall not be deemed a termination of employment:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

A transfer of you from the Company to a subsidiary, or vice versa, or from
\none subsidiary to another;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

A leave of absence, duly authorized in writing by the Company, for military
\nservice or sickness or for any other purpose approved by the Company if the
\nperiod of such leave does not exceed ninety (90) days; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

\n

A leave of absence in excess of ninety (90) days, duly authorized in writing,
\nby the Company, provided your right to reemployment is guaranteed either by a
\nstatute or by contract.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n<\/td>\n\n

However, failure of you to return to active service with the Company or a
\nsubsidiary at the end of an approved leave of absence shall be deemed a
\ntermination of employment. During a leave of absence as defined in (ii) or
\n(iii), although you will be considered to have been continuously employed by the
\nCompany or a subsidiary and not to have had a termination of employment under
\nthis Section 2, the Committee may specify that such leave period shall not be
\ncounted in determining the period of employment for purposes of the vesting of
\nthe MSUs. In such case, the vesting dates for unvested MSUs shall be extended by
\nthe length of any such leave of absence.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3. FORFEITURE IN THE EVENT OF COMPETITION AND\/OR SOLICITATION OR OTHER
\nACTS<\/u><\/p>\n

You acknowledge that your continued employment with the Company and the grant
\nof MSUs is sufficient consideration for this Agreement, including, without
\nlimitation, the restrictions imposed upon you by this Section 3.<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

By accepting the MSUs, you expressly agree and covenant that during the
\nRestricted Period (as defined below) and the Non-Competition and
\nNon-Solicitation Period (as defined below), you shall not, without the prior
\nconsent of the Company, directly or indirectly:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

own or have any financial interest in a Competitive Business (as
\ndefined below), except that nothing in this clause shall prevent you from owning
\none per cent or less of the outstanding securities of any entity whose
\nsecurities are traded on a<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

5<\/p>\n

\n\n\n\n
<\/td>\n\n

U.S. national securities exchange (including NASDAQ) or an equivalent foreign
\nexchange;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

be actively connected with a Competitive Business by managing, operating,
\ncontrolling, being an employee or consultant (or accepting an offer to be an
\nemployee or consultant) or otherwise advising or assisting a Competitive
\nBusiness in such a way that such connection might result in an increase in value
\nor worth of any product, technology or service, that competes with any product,
\ntechnology or service upon which you worked or about which you became familiar
\nas a result of your employment with the Company. You may, however, be actively
\nconnected with a Competitive Business after your employment with the Company
\nterminates for any reason, so long as your connection to the business does not
\ninvolve any product, technology or service, that competes with any product,
\ntechnology or service upon which you worked or about which you became familiar
\nas a result of your employment with the Company and the Company is provided
\nwritten assurances of this fact from the Competing Company prior to your
\nbeginning such connection.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

\n

take any action that might divert any opportunity from the Company or any of
\nits affiliates, successors or assigns (the “Related Parties”) that is within the
\nscope of the present or future operations or business of any Related Parties;\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

\n

employ, solicit for employment, advise or recommend to any other person that
\nthey employ or solicit for employment or form an association with any person who
\nis employed by the Company or who has been employed by the Company within one
\nyear of the date your employment with the Company ceased for any reason
\nwhatsoever;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

\n

contact, call upon or solicit any customer of the Company, or attempt to
\ndivert or take away from the Company the business of any of its customers;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(vi)<\/p>\n<\/td>\n

\n

contact, call upon or solicit any prospective customer of the Company that
\nyou became aware of or were introduced to in the course of your duties for the
\nCompany, or otherwise divert or take away from the Company the business of any
\nprospective customer of the Company; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(vii)<\/p>\n<\/td>\n

\n

engage in any activity that is harmful to the interests of the Company,
\nincluding, without limitation, any conduct during the term of your employment
\nthat violates the Company153s Standards of Business Conduct and Ethics, securities
\ntrading policy and other policies.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

Forfeiture<\/u><\/p>\n

. If the Committee determines that you have violated any provisions of
\nSection 3(a) above during the Restricted Period or the Non-Competition and
\nNon-Solicitation Period, then you agree and covenant that:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

any unvested portion of the MSUs shall be immediately rescinded;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

you shall automatically forfeit any rights you may have with respect to the
\nMSUs as of the date of such determination; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

\n

if any part of the MSUs vests within the twelve-month period
\nimmediately preceding a violation of Section 3(a) above (or following the date
\nof any such violation), upon the Company153s demand, you shall immediately deliver
\nto it a<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

6<\/p>\n

\n\n\n\n
<\/td>\n\n

certificate or certificates for shares of the Company153s Common Stock that you
\nacquired upon settlement of such MSUs (or an equivalent number of other shares).\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

Company Policy<\/u><\/p>\n

. You agree that the Company may recover any incentive-based compensation
\nreceived by you under this Agreement if such recovery is pursuant to a clawback
\npolicy approved by the Committee.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

Definitions<\/u><\/p>\n

. For purposes of this Agreement, the following definitions shall apply:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

The Company directly advertises and solicits business from customers wherever
\nthey may be found and its business is thus worldwide in scope. Therefore,
\n“Competitive Business” means any person or entity that engages in any business
\nactivity that competes with the Company153s business in any way, in any geographic
\narea in which the Company engages in business, including, without limitation,
\nany state in the United States in which the Company sells or offers to sell its
\nproducts from time to time.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

\n

“Non-Competition and Non-Solicitation Period” means the period during which
\nyou are employed by the Company and twelve months following the date that you
\ncease to be employed by the Company for any reason whatsoever.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

\n

“Restricted Period” means, with respect to each MSU, the period from the
\nAward Date until the date such MSU has become vested and non-forfeitable
\n(i.e.,<\/em> the Vesting Date).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

Severability<\/u><\/p>\n

. You acknowledge and agree that the period, scope and geographic areas of
\nrestriction imposed upon you by the provisions of Section 3 are fair and
\nreasonable and are reasonably required for the protection of the Company. In the
\nevent that all or any part of this Section 3 is held to be unenforceable or
\ninvalid, the remaining parts of Section 3 and this Agreement shall nevertheless
\ncontinue to be valid and enforceable as though the invalid portions were not a
\npart of this Agreement. If any one of the provisions in Section 3 is held to be
\nexcessively broad as to period, scope and geographic areas, any such provision
\nshall be construed by limiting it to the extent necessary to be enforceable
\nunder applicable law.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

Additional Remedies<\/u><\/p>\n

. You acknowledge that breach by you of this Agreement would cause
\nirreparable harm to the Company and that in the event of such breach, the
\nCompany shall have, in addition to monetary damages and other remedies at law,
\nthe right to an injunction, specific performance and other equitable relief to
\nprevent violations of your obligations hereunder.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

4. TAXES<\/u><\/p>\n

At such time as the Company is required to withhold taxes with respect to the
\nMSUs, or at an earlier date as determined by the Company, you shall make
\nremittance to the Company of an amount sufficient to cover such taxes or make
\nsuch other arrangement regarding payments of such taxes as are satisfactory to
\nthe Committee. The Company and its subsidiaries shall, to the extent permitted
\nby law, have the right to deduct such amount from any payment of any kind
\notherwise due to you, including by means of mandatory withholding of shares
\ndeliverable in settlement of your MSUs to satisfy the mandatory tax withholding
\nrequirements. Prior to settlement of the MSUs, the Dividend Equivalents payable
\nto you will be compensation (wages) for tax purposes and will be included on
\nyour W-2 form.<\/p>\n<\/p>\n

7<\/p>\n

\n

The Company will be required to withhold applicable taxes on such Dividend
\nEquivalents. The Company may deduct such taxes either from the gross Dividend
\nEquivalents payable on such MSUs or from any other cash payments to be made to
\nor on account of you or may require you to make prompt remittance to the Company
\nof such tax amounts. Any cash payment to you under Section 5 of the Agreement
\nwill be included in your W-2 form as compensation and subject to applicable tax
\nwithholding.<\/p>\n

5. DIVIDEND EQUIVALENTS AND ADJUSTMENTS<\/u><\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Dividend Equivalents shall be paid or credited on MSUs (other than MSUs that,
\nat the relevant record date, previously have been settled or forfeited) as
\nfollows, except that the Committee may specify an alternative treatment from
\nthat specified in (i), (ii), or (iii) below for any dividend or distribution:\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

Cash Dividends<\/em><\/p>\n

. If the Company declares and pays a dividend or distribution on Common Stock
\nin the form of cash, then you shall be entitled to a payment amount equal to (A)
\nthe amount of such dividend on each outstanding share of Common Stock,
\nmultiplied by (B) the number of MSUs credited to you as of the record date for
\nsuch dividend or distribution (other than previously settled or forfeited MSUs),
\nmultiplied by (C) the Payout Factor that applies to the MSU with respect to
\nwhich the dividend is being paid. Any payment made under this section shall be
\npaid on the settlement date for the underlying MSU. At the time the underlying
\nMSU becomes payable, the Company has the discretion to pay any accrued dividend
\nequivalents either in cash or in shares of Common Stock.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

Non-Share Dividends<\/em><\/p>\n

. If the Company declares and pays a dividend or distribution on Common Stock
\nin the form of property other than shares, then a number of additional MSUs
\nshall be credited to you as of the payment date for such dividend or
\ndistribution equal to (A) the number of MSUs credited to you as of the record
\ndate for such dividend or distribution (other than previously settled or
\nforfeited MSUs), multiplied by (B) the Fair Market Value of such property
\nactually paid as a dividend or distribution on each outstanding share of Common
\nStock at such payment date, divided by (C) the Fair Market Value of a share at
\nsuch payment date. Any MSUs payable under this section shall be settled on the
\nsettlement date for the underlying MSU and shall be subject to the Payout Factor
\nthat applies to the underlying MSU.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

Common Stock Dividends and Splits<\/em><\/p>\n

. If the Company declares and pays a dividend or distribution on Common Stock
\nin the form of additional shares, or there occurs a forward split of Common
\nStock, then a number of additional MSUs shall be credited to you as of the
\npayment date for such dividend or distribution or forward split equal to (A) the
\nnumber of MSUs credited to you as of the record date for such dividend or
\ndistribution or split (other than previously settled or forfeited MSUs),
\nmultiplied by (B) the number of additional shares actually paid as a dividend or
\ndistribution or issued in such split in respect of each outstanding share of
\nCommon Stock. Any MSUs payable under this section shall be settled on the
\nsettlement date for the underlying MSU and shall be subject to the Payout Factor
\nthat applies to the underlying MSU.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

The number of your MSUs and other related terms shall be
\nappropriately adjusted, in order to prevent dilution or enlargement of your
\nrights with respect to MSUs, to reflect any changes in the outstanding shares of
\nCommon Stock resulting from any event referred to in Section 11(c) of the Plan
\nor any other “equity restructuring” as defined in FAS 123R,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

8<\/p>\n

\n\n\n\n
<\/td>\n\n

taking into account any MSUs credited to you in connection with such event
\nunder Section 5(a).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

6. EFFECT ON OTHER BENEFITS<\/u><\/p>\n

In no event shall the value, at any time, of the MSUs or any other payment
\nunder this Agreement be included as compensation or earnings for purposes of any
\nother compensation, retirement, or benefit plan offered to employees of the
\nCompany unless otherwise specifically provided for in such plan.<\/p>\n

7. RIGHT TO CONTINUED EMPLOYMENT<\/u><\/p>\n

Nothing in the Plan or this Agreement shall confer on you any right to
\ncontinue in the employ of the Company or any subsidiary or any specific position
\nor level of employment with the Company or any subsidiary or affect in any way
\nthe right of the Company or any subsidiary to terminate your employment without
\nprior notice at any time for any reason or no reason.<\/p>\n

8. ADMINISTRATION; UNFUNDED OBLIGATIONS<\/u><\/p>\n

The Committee shall have full authority and discretion, subject only to the
\nexpress terms of the Plan, to decide all matters relating to the administration
\nand interpretation of the Plan and this Agreement, and all such Committee
\ndeterminations shall be final, conclusive, and binding upon the Company, you,
\nand all interested parties. Any provision for distribution in settlement of your
\nMSUs and other obligations hereunder shall be by means of bookkeeping entries on
\nthe books of the Company and shall not create in you or any beneficiary any
\nright to, or claim against any, specific assets of the Company, nor result in
\nthe creation of any trust or escrow account for you or any beneficiary. You and
\nany of your beneficiaries entitled to any settlement or distribution hereunder
\nshall be a general creditor of the Company.<\/p>\n

9. DEEMED ACCEPTANCE<\/u>.<\/p>\n

You are required to accept the terms and conditions set forth in this
\nAgreement prior to the first vest date in order for you to receive the Award
\ngranted to you hereunder. If you wish to decline this Award, you must reject
\nthis Agreement prior to the first vest date. For your benefit, if you have not
\nrejected the Agreement prior to the first vest date, you will be deemed to have
\nautomatically accepted this Award and all the terms and conditions set forth in
\nthis Agreement. Deemed acceptance will allow the shares to be released to you in
\na timely manner.<\/p>\n

10. AMENDMENT<\/u><\/p>\n

This Agreement shall be subject to the terms of the Plan, as amended from
\ntime to time, except that the Award which is the subject of this Agreement may
\nnot be materially adversely affected by any amendment or termination of the Plan
\napproved after the Award Date without your written consent.<\/p>\n

11. SEVERABILITY AND VALIDITY<\/u><\/p>\n

The various provisions of this Agreement are severable, and any determination
\nof invalidity or unenforceability of any one provision shall have no effect on
\nthe remaining provisions.<\/p>\n

12. GOVERNING LAW<\/u><\/p>\n

This Agreement shall be governed by the substantive laws (but not the choice
\nof law rules) of the State of New York.<\/p>\n<\/p>\n

9<\/p>\n

\n

13. SUCCESSORS<\/u><\/p>\n

This Agreement shall be binding upon and inure to the benefit of the
\nsuccessors, assigns, and heirs of the respective parties.<\/p>\n

14. DATA PRIVACY<\/u><\/p>\n

By entering into this agreement, you (i) authorize the Company, and any agent
\nof the Company administering the Plan or providing Plan recordkeeping services,
\nto disclose to the Company or any of its subsidiaries such information and data
\nas the Company or any such subsidiary shall request in order to facilitate the
\ngrant of MSUs and the administration of the Plan; (ii) waive any data privacy
\nrights you may have with respect to such information; and (iii) authorize the
\ncompany to store and transmit such information in electronic form.<\/p>\n

15. ENTIRE AGREEMENT AND NO ORAL MODIFICATION OR WAIVER<\/u><\/p>\n

This Agreement contains the entire understanding of the parties. This
\nAgreement shall not be modified or amended except in writing duly signed by the
\nparties, except that the Company may adopt a modification or amendment to the
\nAgreement that is not materially adverse to you in writing signed only by the
\nCompany. Any waiver of any right or failure to perform under this Agreement
\nshall be in writing signed by the party granting the waiver and shall not be
\ndeemed a waiver of any subsequent failure to perform.<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Bristol-Myers Squibb Company<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

I have read this Agreement in its entirety. I understand that this Award has
\nbeen granted to provide a means for me to acquire and\/or expand an ownership
\nposition in Bristol-Myers Squibb Company. I acknowledge and agree that sales of
\nshares will be subject to the Company153s policies regulating trading by
\nemployees. In accepting this Award, I hereby agree that Morgan Stanley Smith
\nBarney, or such other vendor as the Company may choose to administer the Plan,
\nmay provide the Company with any and all account information for the
\nadministration of this Award.<\/p>\n

I hereby agree to all the terms, restrictions and conditions set forth in the
\nAgreement.<\/p>\n<\/p>\n

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