{"id":40259,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/performance-share-unit-agreement-bristol-myers.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"performance-share-unit-agreement-bristol-myers","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/performance-share-unit-agreement-bristol-myers.html","title":{"rendered":"Performance Share Unit Agreement – Bristol-Myers"},"content":{"rendered":"

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

Under the Bristol-Myers Squibb Company<\/p>\n

2007 Stock Award and Incentive Plan<\/p>\n

2011-2013 Performance Share Units Award <\/strong><\/p>\n

Bristol-Myers Squibb Company (the “Company”) has granted you a Performance
\nShare Units Award as set forth in the Grant Summary. This award is subject in
\nall respects to the terms, definitions and provisions of the 2007 Stock Award
\nand Incentive Plan (the “Plan”) adopted by the Company.<\/p>\n

Award Date: March 1, 2011<\/p>\n

Performance Cycle Start Date: January 1, 2011<\/p>\n

Please refer to the Grant Summary for the Target Number of Performance Share
\nUnits relating to the 2011-2013 performance cycle:<\/p>\n

2011 Performance Share Units (11-13 Cycle): 22.22% of total award<\/p>\n

2012 Performance Share Units (11-13 Cycle): 22.22% of total award<\/p>\n

2013 Performance Share Units (11-13 Cycle): 55.56% of total award<\/p>\n

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

Range at which Performance Share Units may be earned for varying performance:\n<\/p>\n

Threshold: 32.50% of Target<\/p>\n

Target: 100% of Target<\/p>\n

Maximum: 167.50% of Target<\/p>\n

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

Vesting: Earned Performance Share Units will vest on January 1, 2014, subject
\nto earlier vesting at the times indicated in Sections 6 (including in connection
\nwith certain terminations following a Change in Control) and 8.<\/p>\n

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

\n

1. PERFORMANCE 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
\nthe opportunity to earn the 2011 Performance Share Units as designated herein
\nsubject to the terms, conditions and restrictions set forth in this Agreement.
\nIn addition, the Committee hereby indicates its intention to grant to you the
\nopportunity to earn the 2012 Performance Share Units and the 2013 Performance
\nShare Units for the 2011-2013 performance cycle and subject to this Agreement;
\nsuch grants shall become effective only at such time as the Committee has
\nspecified the Performance Goal for those Performance Share Units (by March 30 of
\nthe relevant Performance Year), except as otherwise provided in this Section 1
\nand in Sections 6(a) and 6(b). The target number of each tranche of Performance
\nShare Units and the kind of shares deliverable in settlement, the calculation of
\nearnings per share as a Performance Goal, and other terms and conditions of the
\nPerformance Share Units are subject to adjustment in accordance with Section 11
\nhereof and Section 11(c) of the Plan. In the event of a Change in Control, you
\nwill become legally entitled to have the grant of Performance Share Units
\nspecified hereunder become effective (i) for the Performance Year in effect at
\nthe date of the Change in Control, at the time of the Change in Control (if the
\ngrant was not previously effective) if you were employed by the Company or a
\nsubsidiary or affiliate immediately before the Change in Control, and (ii), for
\nany Performance Year beginning after the year in which the Change in Control
\noccurred, at the beginning of such Performance Year if you remain so employed at
\nthat time. In each case relating to Performance Share Units the grant of which
\nis effective at or following a Change in Control, the Performance Goal for such
\nPerformance Share Units shall be reasonably achievable and not more difficult to
\nachieve in relation to the Company153s budget for that Performance Year than the
\nPerformance Goal for any earlier Performance Year was in relation to the budget
\nfor that earlier Performance Year.<\/p>\n

2. CONSIDERATION<\/u><\/p>\n

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

3. PERFORMANCE GOALS <\/u><\/p>\n

The Performance Goals for the 2011 Performance Share Units are specified on
\nthe cover page of this Agreement and Exhibit A hereto, and for the 2012
\nPerformance Share Units and 2013 Performance Share Units shall be specified in
\nwriting in such manner as the Committee may determine.<\/p>\n

4. DETERMINATION OF PERFORMANCE SHARE UNITS EARNED AND VESTED;
\nFORFEITURES; SETTLEMENT<\/u><\/p>\n

By March 15 of the year following each Performance Year, the Committee shall
\ndetermine the extent to which Performance Share Units have been earned on the
\nbasis of the Company153s actual performance in relation to the established
\nPerformance Goals for the Performance Share Units relating to that Performance
\nYear, provided, however, that the Committee may exercise its discretion
\n(reserved under Plan Sections 7(a) and 7(b)(v)) to reduce the amount of
\nPerformance Share Units deemed earned in its assessment of performance in
\nrelation to Performance Goals, or in light of other considerations the Committee
\ndeems relevant. The Committee shall certify these results in writing in
\naccordance with Plan<\/p>\n<\/p>\n

2<\/p>\n

\n

Section 7(c), subject to any limitation under Section 7 hereof (if you are
\nDisabled during the Performance Year in excess of 26 weeks). Any Performance
\nShare Units that are not, based on the Committee153s determination, earned by
\nperformance in a Performance Year (or deemed to be earned in connection with a
\ntermination of employment under Sections 6 and 8 below), including Performance
\nShare Units that had been potentially earnable by performance in excess of the
\nactual performance levels achieved, shall be canceled and forfeited.<\/p>\n

Performance Share Units are subject to vesting based on your service for
\nperiods which extend past the applicable Performance Year. The stated vesting
\ndate is set forth on the cover page hereof. If, before the stated vesting date,
\nthere occurs an event immediately after which you are not an employee of the
\nCompany, its subsidiaries or an affiliate of the Company, you will become vested
\nin Performance Share Units only to the extent provided in Section 6 or 8, and
\nany Performance Share Units that have not been earned and vested at or before
\nsuch event and which cannot thereafter be earned and vested under Sections 6 or
\n8 shall be canceled and forfeited.<\/p>\n

In certain termination events as specified below and in connection with a
\nlong-term Disability (as defined in Section 7), you will be entitled to vesting
\nof a “Pro Rata Portion” of the Performance Share Units earned or deemed earned
\nhereunder. For purposes of this Agreement, in the case of a termination of
\nemployment, the Pro Rata Portion is calculated as the proportionate number of
\nthe total number of Performance Share Units relating to a given Performance
\nYear; provided, however, that the number of days you were employed shall be
\nreduced by the number of days during such Performance Year in which you were
\nDisabled in excess of 26 weeks since the commencement of the Disability. For
\npurposes of this Agreement, in the case of a Disability extending longer than 26
\nweeks, the Pro Rata Portion is calculated as the proportionate number of the
\ntotal number of Performance Share Units relating to a given Performance Year
\nminus the number of days you were Disabled in excess of 26 weeks since the
\ncommencement of the Disability.<\/p>\n

The number of Performance Share Units earned or vested shall be rounded to
\nthe nearest whole Performance Share Unit, unless otherwise determined by the
\nCompany officers responsible for day-to-day administration of the Plan.<\/p>\n

Performance Share Units that become vested while you remain employed by the
\nCompany or a subsidiary or affiliate shall be settled promptly upon vesting by
\ndelivery of one Share for each Performance Share Unit being settled, unless
\nvalidly deferred in accordance with deferral terms then authorized by the
\nCommittee (subject to Plan Section 11(k)). Performance Share Units that become
\nvested under Sections 6(a), 6(b), 6(c) or 8 shall be settled at the times
\nspecified therein; provided, however, that settlement of Performance Share Units
\nunder Section 6(a), (b) or (c) shall be subject to the applicable provisions of
\nPlan Section 11(k). (Note: Section 11(k) could apply if settlement is
\ntriggered by a Change in Control or a termination following a Change in
\nControl<\/em>). Until Shares are delivered to you in settlement of Performance
\nShare Units, you shall have none of the rights of a stockholder of the Company
\nwith respect to the Shares issuable in settlement of the Performance Share
\nUnits, including the right to vote the shares and receive distributions other
\nthan dividends. (Your rights with respect to dividends are set forth in Section
\n11, below.) Shares of stock issuable in settlement of Performance Share Units
\nshall be delivered to you upon settlement in certificated form or in such other
\nmanner as the Company may reasonably determine.<\/p>\n

5. NONTRANSFERABILITY OF PERFORMANCE SHARE UNITS AND DESIGNATION OF
\nBENEFICIARY<\/u><\/p>\n

Performance Share Units shall not be transferable other than by will or by
\nthe laws of descent and distribution, except that you may designate a
\nbeneficiary pursuant to the provisions hereof on a Designation of Beneficiary
\nform.<\/p>\n<\/p>\n

3<\/p>\n

\n

If you and\/or your beneficiary shall attempt to assign your rights under this
\nAgreement in violation of the provisions herein, the Company153s obligation to
\nsettle Performance Share Units or otherwise make payments shall terminate.<\/p>\n

If no designated beneficiary is living on the date on which shares are
\ndeliverable in settlement or other amount becomes payable to you, or if no
\nbeneficiary has been specified, such settlement or payment will be payable to
\nthe person or persons in the first of the following classes of successive
\npreference:<\/p>\n\n\n\n
<\/td>\n\n

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

\n

Widow or widower, if then living,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

Surviving children, equally,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

Surviving parents, equally,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

Surviving brothers and sisters, equally,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

Executors or administrators<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

and the term “beneficiary” as used in this Agreement shall include such
\nperson or persons.<\/p>\n

6. RETIREMENT AND OTHER TERMINATIONS (EXCLUDING DEATH)<\/u><\/p>\n

(a) Retirement. <\/em>In the event of your Retirement (as defined in the
\nPlan) prior to settlement of Performance Share Units and after you have
\nsatisfied the one-year employment requirement of Section 2, you will be deemed
\nvested (i) in any Performance Share Units that relate to a Performance Year
\ncompleted before your Retirement and which have been determined or thereafter
\nare determined by the Committee to have been earned under Section 4, and (ii),
\nwith respect to Performance Share Units relating to a Performance Year in
\nprogress at the date of your Retirement, in a Pro Rata Portion of the
\nPerformance Share Units you would have actually earned for that Performance Year
\nif you had continued to be employed through the date the Committee determines
\nthe earning of the Performance Share Units for that Performance Year under
\nSection 4 (for this purpose, if the grant of Performance Share Units relating to
\nthe Performance Year in progress at the date of your Retirement has not yet
\nbecome effective, such grant shall be deemed to be effective immediately before
\nthe Retirement and shall have the same terms as applicable to participating
\nemployees who remain employed). Any Performance Share Units earned and vested
\nunder this Section 6(a) shall be settled at the earlier of (i) the date such
\nPerformance Share Units would have vested if you had continued to be employed by
\nthe Company or a subsidiary or affiliate, (ii), in the event of a Change in
\nControl, as to previously earned Performance Share Units promptly upon the
\nChange in Control and, in the case of any unearned Performance Share Units
\n(subject to Section 1), promptly following the date at which the Committee
\ndetermines the extent to which such Performance Share Units have been earned (in
\neach case subject to Section 6(e) below and Section 11(k) of the Plan), or
\n(iii), in the event of your death, in the year following the Performance Year in
\nwhich your Retirement occurred (following the Committee153s determination of the
\nextent to which any remaining unearned Performance Share Units have been earned)
\nor, if your death occurred after that year, as promptly as practicable following
\nyour death. Following your Retirement, any Performance Share Units that have not
\nbeen earned and vested and which thereafter will not be deemed earned and vested
\nunder this Section 6(a) will be canceled and forfeited.<\/p>\n

(b) Termination by the Company Not For Cause. <\/em>In the event of your
\nTermination Not for Cause (as defined in Section 6(f)) by the Company and not
\nduring the Protected Period (as defined in Section 6(f)), prior to settlement of
\nPerformance Share Units and after you have satisfied the one-year employment
\nrequirement of Section 2, you will be deemed vested (i) in any Performance Share
\nUnits that relate to a Performance Year completed before such termination and
\nwhich have been determined or thereafter are determined by the Committee to have
\nbeen earned under Section 4, and (ii), with respect to Performance Share Units
\nrelating to a Performance Year in progress at the date of such termination, in a
\nPro Rata Portion of the Performance Share Units you would have actually earned
\nfor that Performance Year if you had continued to be employed through the date
\nthe Committee determines the earning of the<\/p>\n<\/p>\n

4<\/p>\n

\n

Performance Share Units for that Performance Year under Section 4 (for this
\npurpose, if the grant of Performance Share Units relating to the Performance
\nYear in progress at the date of your Termination Not for Cause has not yet
\nbecome effective, such grant shall be deemed to be effective immediately before
\nyour termination and shall have the same terms as applicable to participating
\nemployees who remain employed). If you are employed in the United States
\n(including in Puerto Rico), and you are not eligible for Retirement, you shall
\nbe entitled to the pro rata vesting described in the preceding sentence only if
\nyou execute and do not revoke a release in favor of the Company and its
\npredecessors, successors, affiliates, subsidiaries, directors and employees in a
\nform satisfactory to the Company and, where deemed applicable by the Company, a
\nnon-compete and\/or a non-solicitation agreement; if you fail to execute or
\nrevoke the release or fail to execute the non-compete or non-solicitation
\nagreement, you shall forfeit any Performance Share Units that are unvested as of
\nthe date your employment terminates. Any Performance Share Units earned and
\nvested under this Section 6(b) shall be settled at the earlier of (i) the date
\nsuch Performance Share Units would have vested if you had continued to be
\nemployed by the Company or a subsidiary or affiliate or within the period
\nextending to April 1 of that vesting year, (ii), in the event of a Change in
\nControl meeting the conditions of Section 6(e)(ii), as to previously earned
\nPerformance Share Units promptly upon such Change in Control and, in the case of
\nany unearned Performance Share Units (subject to Section 1), promptly following
\nthe date at which the Committee determines the extent to which such Performance
\nShare Units have been earned (in each case subject to Section 6(e) below and
\nSection 11(k) of the Plan), or (iii), in the event of your death, in the year
\nfollowing the Performance Year in which your Termination Not for Cause occurred
\n(following the Committee153s determination of the extent to which any remaining
\nunearned Performance Share Units have been earned) or, if your death occurred
\nafter that year, as promptly as practicable following your death. Following such
\nTermination Not for Cause, any Performance Share Units that have not been earned
\nand vested and which thereafter will not be deemed earned and vested under this
\nSection 6(b) will be canceled and forfeited.<\/p>\n

(c) Qualifying Termination Following a Change in Control.<\/em> In the
\nevent that you have a Qualifying Termination as defined in Plan Section 9(c)
\nduring the Protected Period (as defined in Section 6(f) below) following a
\nChange in Control (as defined in the Plan), you will be deemed vested (i) in any
\nPerformance Share Units that relate to a Performance Year completed before such
\ntermination and which have been determined or thereafter are determined by the
\nCommittee to have been earned under Section 4, and (ii), with respect to
\nPerformance Share Units relating to a Performance Year in progress at the date
\nof your Qualifying Termination (subject to Section 1, but including Performance
\nShare Units otherwise not meeting the one-year requirement of Section 2), in a
\nPro Rata Portion of the target number of Performance Share Units that could have
\nbeen earned in the Performance Year. All of your earned and vested Performance
\nShare Units shall be settled promptly (subject to Section 6(e) below and Section
\n11(k) of the Plan); provided, however, any additional forfeiture conditions in
\nthe nature of a “clawback” contained in Section 10 of this Agreement shall
\ncontinue to apply to any payment. Upon your Qualifying Termination, any
\nPerformance Share Units that have not been deemed earned and vested under this
\nSection 6(c) will be canceled and forfeited.<\/p>\n

(d) Other Terminations. <\/em>If you cease to be an employee of the
\nCompany and its subsidiaries and affiliates for any reason other than
\nRetirement, Termination Not for Cause, a Qualifying Termination within the
\nProtected Period following a Change in Control, or death, Performance Share
\nUnits granted herein that have not become both earned and vested shall be
\ncanceled and forfeited and you shall have no right to settlement of any portion
\nof the Performance Share Units.<\/p>\n

(e) Special Distribution Rules to Comply with Code Section 409A<\/em>. The
\nPerformance Share Units constitute a “deferral of compensation” under Section
\n409A of the Internal Revenue Code (the “Code”), based on Internal Revenue
\nService regulations and guidance in effect at the date of grant. As a result,
\nthe timing of settlement of your Performance Share Units will be subject to
\napplicable limitations under Code Section 409A. Specifically, each tranche of
\nPerformance Share Units will be subject to Section 11(k) of the Plan, including
\nthe following restrictions on settlement:<\/p>\n\n\n\n
<\/td>\n\n

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

\n

Settlement of the Performance Share Units under Section 6(c)
\nupon a Qualifying Termination will be subject to the requirement that the
\ntermination constitute a<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

5<\/p>\n

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

“separation from service” under Treas. Reg. \u00a7 1.409A-1(h), and subject to the
\nsix-month delay rule under Plan Section 11(k)(i)(E) if at the time of separation
\nfrom service you are a “Specified Employee.”<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

Settlement of the Performance Share Units under Section 6(a) or 6(b) in the
\nevent of a Change in Control will occur only if an event relating to the Change
\nin Control constitutes a change in ownership or effective control of the Company
\nor a change in the ownership of a substantial portion of the assets of the
\nCompany within the meaning of Treas. Reg. \u00a7 1.409A-3(i)(5).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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

7. DISABILITY OF PARTICIPANT<\/u><\/p>\n

For purposes of this Agreement, “Disability” or “Disabled” shall mean
\nqualifying for and receiving payments under a disability plan of the Company or
\nany subsidiary or affiliate either in the United States or in a jurisdiction
\noutside of the United States, and in jurisdictions outside of the United States
\nshall also include qualifying for and receiving payments under a mandatory or
\nuniversal disability plan or program managed or maintained by the government. If
\nyou become Disabled, you will not be deemed to have terminated employment for
\nthe period during which, under the applicable Disability pay plan of the Company
\nor a subsidiary or affiliate, you are deemed to be employed and continue to
\nreceive Disability payments. Upon the cessation of payments under such
\nDisability pay plan, (i) if you return to employment status with the Company or
\na subsidiary or affiliate, you will not be deemed to have terminated employment,
\nand (ii), if you do not return to such employment status, you will be deemed to
\nhave terminated employment at the date of cessation of such Disability payments,
\nwith such termination treated for purposes of the Performance Share Units as a
\nRetirement, death, or voluntary termination based on your circumstances at the
\ntime of such termination. If you have been Disabled for a period in excess of 26
\nweeks in the aggregate during one or more Performance Years, for each affected
\nPerformance Year you will earn only a Pro Rata Portion of the Performance Share
\nUnits you otherwise would have earned in respect of such a Performance Year.\n<\/p>\n

8. DEATH OF PARTICIPANT<\/u><\/p>\n

In the event of your death while employed by the Company or a subsidiary and
\nprior to settlement of Performance Share Units but after you have satisfied the
\none-year employment requirement of Section 2, you will be deemed vested (i) in
\nany Performance Share Units that relate to a Performance Year completed before
\nyour death and which have been determined or thereafter are determined by the
\nCommittee to have been earned under Section 4, and (ii), with respect to
\nPerformance Share Units relating to a Performance Year in progress at the date
\nof your death, in a Pro Rata Portion of the Performance Share Units you would
\nhave actually earned for that Performance Year if you had continued to be
\nemployed through the date the Committee determines the earning of the
\nPerformance Share Units for that Performance Year under Section 4. In this case,
\nyour beneficiary shall be entitled to settlement of any of your earned and
\nvested Performance Share Units referred to in clause (i) by the later of the end
\nof the calendar year in which your death occurred or 60 days after your death,
\nand to your earned and vested<\/p>\n<\/p>\n

6<\/p>\n

\n

Performance Share Units referred to in clause (ii) in the year following your
\nyear of death as promptly as practicable following the determination of the
\nnumber of Performance Share Units earned under clause (ii) above. In the case of
\nyour death, any Performance Share Units that have not been earned and vested and
\nthereafter will not be deemed earned and vested under this Section 8 will be
\ncanceled and forfeited.<\/p>\n

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

At such time as the Company or any subsidiary or affiliate is required to
\nwithhold taxes with respect to the Performance Share Units, or at an earlier
\ndate as determined by the Company, you shall make remittance to the Company or
\nto your employer of an amount sufficient to cover such taxes or make such other
\narrangement regarding payments of such taxes as are satisfactory to the
\nCommittee. The Company and its Subsidiaries and affiliates shall, to the extent
\npermitted by law, have the right to deduct such amount from any payment of any
\nkind otherwise due to you, including by means of mandatory withholding of shares
\ndeliverable in settlement of your Performance Share Units, to satisfy the
\nmandatory tax withholding requirements.<\/p>\n

10. 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 its
\nsubsidiaries and affiliates and this grant of Performance Share Units are
\nsufficient consideration for this Agreement, including, without limitation, the
\nrestrictions imposed upon you by Section 10.<\/p>\n\n\n\n
<\/td>\n\n

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

\n

By accepting the Performance Share Units granted hereby, you expressly agree
\nand covenant that during the Restricted Period (as defined below), you shall
\nnot, without the prior consent 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 defined
\nbelow), except that nothing in this clause shall prevent you from owning one
\npercent or less of the outstanding securities of any entity whose securities are
\ntraded on a U.S. national securities exchange (including NASDAQ) or an
\nequivalent foreign exchange;<\/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

7<\/p>\n

\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

. You agree and covenant that, if the Company determines that you have
\nviolated any provisions of Section 10(a) above during the Restricted Period,
\nthen:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

any portion of the Performance Share Units that have not been settled or paid
\nto you as of the date of such determination shall be immediately canceled and
\nforfeited;<\/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
\nPerformance Share Units as of the date of such determination;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

if any Performance Share Units have become vested within the twelve-month
\nperiod immediately preceding a violation of Section 10(a) above (or following
\nthe date of any such violation), upon the Company153s demand, you shall
\nimmediately deliver to it a certificate or certificates for Shares equal to the
\nnumber of Shares delivered to you in settlement of such vested Performance Share
\nUnits if such delivery was made in Shares or you shall pay cash equal to the
\nvalue of cash paid to you in settlement of such vested Performance Share Units
\nif such payment was made in cash; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

The foregoing remedies set forth in Section 10(b) shall not be the Company153s
\nexclusive remedies. The Company reserves all other rights and remedies available
\nto it at law or in equity.<\/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 Section 10, the following definitions shall apply:\n<\/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<\/u>” means any person or entity that engages in any
\nbusiness activity that competes with the Company153s business in any way, in any
\ngeographic area in which the Company engages in business, including, without
\nlimitation, any state in the United States in which the Company sells or offers
\nto sell its products 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

“Restricted Period<\/u>” means the period during which you are employed by
\nthe Company or its subsidiaries and affiliates and twelve months following the
\ndate that you no longer are employed by the Company or any of its subsidiaries
\nor affiliates for any reason whatsoever.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

Severability<\/u>. You acknowledge and agree that the period,
\nscope and geographic areas of restriction imposed upon you by the provisions of
\nSection 10 are fair and reasonable and are reasonably required for the
\nprotection of the Company. In the event that any part of this Agreement,
\nincluding, without limitation, Section 10, is held to be unenforceable or
\ninvalid, the remaining parts of this Agreement and Section 10 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<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

8<\/p>\n

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

provisions in Section 10 is held to be excessively broad as to period, scope
\nand geographic areas, any such provision shall be construed by limiting it to
\nthe extent necessary to be enforceable under 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 irreparable
\nharm to the Company and that in the event of such breach, the Company shall
\nhave, in addition to monetary damages and other remedies at law, the right to an
\ninjunction, specific performance and other equitable relief to prevent
\nviolations of your obligations hereunder.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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

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

Crediting of Dividend Equivalents<\/u><\/p>\n

. Subject to this Section 11, dividend equivalents shall be credited on your
\nPerformance Share Units (other than Performance Share Units that, at the
\nrelevant record date, previously have been settled or forfeited) as follows,
\nexcept that the Committee may specify an alternative treatment from that
\nspecified in (i), (ii), or (iii) below for any dividend or distribution:<\/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 Performance Share Units credited to you as of
\nthe record date for such dividend or distribution (other than previously settled
\nor forfeited Performance Share Units). At the time the underlying PSU becomes
\npayable, the Company has the discretion to pay any accrued dividend equivalents
\neither 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
\nPerformance Share Units shall be credited to you as of the payment date for such
\ndividend or distribution equal to (A) the number of Performance Share Units
\ncredited to you as of the record date for such dividend or distribution (other
\nthan previously settled or forfeited Performance Share Units), multiplied by (B)
\nthe Fair Market Value of such property actually paid as a dividend or
\ndistribution on each outstanding share of Common Stock at such payment date,
\ndivided by (C) the Fair Market Value of a share at such payment date.<\/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 Performance Share Units shall be credited to
\nyou as of the payment date for such dividend or distribution or forward split
\nequal to (A) the number of Performance Share Units credited to you as of the
\nrecord date for such dividend or distribution or split (other than previously
\nsettled or forfeited Performance Share Units), multiplied by (B) the number of
\nadditional shares actually paid as a dividend or distribution or issued in such
\nsplit in respect of each outstanding share of Common Stock.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

Adjustment of Dividend Equivalents<\/u><\/p>\n

. If any Performance Share Unit is forfeited for any reason, including as a
\nresult of the failure to attain the Performance Goals at least at Threshold, any
\ndividend or distribution attributable to such Performance Share Unit, whether in
\nthe form of cash or additional Performance Share Units, shall be forfeited on
\nthe date on which the underlying Performance Share Unit is forfeited. If any
\nPerformance Share Units are paid at greater or smaller than 100% of Target, the
\namount of dividend equivalents (if any) credited on such Performance Share
\nUnits, whether in the form of cash or additional Performance Share Units, shall
\nbe increased or decreased proportionately to reflect the payout percentage on
\nthe underlying Performance Share Units.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

9<\/p>\n

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

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

Payment of Dividend Equivalents<\/u><\/p>\n

. Any cash or Performance Share Units payable under this Section 11 shall be
\npaid or settled on the settlement date for the underlying Performance Share
\nUnit.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

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

. The target number of Performance Share Units, the kind of securities
\ndeliverable in settlement of Performance Share Units, and any performance
\nmeasure based on per share results shall be appropriately adjusted in order to
\nprevent dilution or enlargement of your rights with respect to the Performance
\nShare Units upon the occurrence of an event referred to in Section 11(c) of the
\nPlan. In furtherance of the foregoing, in the event of an equity restructuring,
\nas defined in FAS 123R, which affects the Shares, you shall have a legal right
\nto an adjustment to your Performance Share Units which shall preserve without
\nenlarging the value of the Performance Share Units, with the manner of such
\nadjustment to be determined by the Committee in its discretion. Any Performance
\nShare Units or related rights which directly or indirectly result from an
\nadjustment to a Performance Share Unit hereunder shall be subject to the same
\nrisk of forfeiture and other conditions as apply to the granted Performance
\nShare Unit and will be settled at the same time as the granted Performance Share
\nUnit.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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

In no event shall the value, at any time, of the Performance Share Units or
\nany other payment or right to payment under this Agreement be included as
\ncompensation or earnings for purposes of any other compensation, retirement, or
\nbenefit plan offered to employees of the Company or its subsidiaries or
\naffiliates unless otherwise specifically provided for in such plan.<\/p>\n

13. 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 affiliate or any
\nspecific position or level of employment with the Company or any subsidiary or
\naffiliate or affect in any way the right of the Company or any subsidiary or
\naffiliate to terminate your employment without prior notice at any time for any
\nreason or no reason.<\/p>\n

14. ADMINISTRATION<\/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, any
\nsubsidiary or affiliate, you, and all interested parties. Any provision for
\ndistribution in settlement of your Performance Share Units and other obligations
\nhereunder shall be by means of bookkeeping entries on the books of the Company
\nand shall not create in you or any beneficiary any right to, or claim against
\nany, specific assets of the Company, nor result in the creation of any trust or
\nescrow account for you or any beneficiary. You and any of your beneficiaries
\nentitled to any settlement or other payment hereunder shall be a general
\ncreditor of the Company.<\/p>\n

15. DEEMED ACCEPTANCE<\/u>. You are required to accept the terms and
\nconditions set forth in this Agreement prior to the end of the first Performance
\nYear in order for you to receive the Award granted to you hereunder. If you wish
\nto decline this Award, you must reject this Agreement prior to the end of the
\nfirst Performance Year. For your benefit, if you have not rejected the Agreement
\nprior to the end of the first Performance Year, 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<\/p>\n

10<\/p>\n

\n

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

This Agreement shall be subject to the terms of the Plan, as amended from
\ntime to time, except that Performance Share Units which are the subject of this
\nAgreement may not be materially adversely affected by any amendment or
\ntermination of the Plan approved after the Award Date without your written
\nconsent.<\/p>\n

17. 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

18. 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

19. 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

20. 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 Performance Share Units and the administration of the Plan; (ii) waive
\nany data privacy rights you may have with respect to such information; and (iii)
\nauthorize the Company to store and transmit such information in electronic form.\n<\/p>\n

21. 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\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
For the Company<\/u><\/td>\n<\/tr>\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
\n

Date:<\/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 Company’s policies regulating trading by<\/p>\n<\/p>\n

11<\/p>\n

\n

employees. 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

12<\/p>\n

\n

Exhibit A<\/p>\n

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

Under the Bristol-Myers Squibb Company<\/p>\n

2007 Stock Award and Incentive Plan<\/p>\n

2011-2013 Performance Share Units Award <\/strong><\/p>\n

2011 Performance Goals <\/strong><\/p>\n

The number of 2011 Performance Share Units earned by Participant shall be
\ndetermined as of December 31, 2011 (the “Earning Date”), based on the Company153s
\n2011 Net Sales Performance (net of foreign exchange), 2011 Non-GAAP Diluted EPS
\nPerformance, and 2011 Working Capital plus Capital Expenditures as a Percent of
\nNet Sales Performance (net of foreign exchange), each as defined below,
\ndetermined based on the following grid:<\/p>\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<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Performance Measure<\/p>\n<\/td>\n

<\/td>\n\n

Threshold<\/p>\n<\/td>\n

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

Target<\/p>\n<\/td>\n

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

Maximum<\/p>\n<\/td>\n

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

2011 Net Sales, net of fx ($=MM)<\/p>\n<\/td>\n

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

2011 Non-GAAP Diluted EPS<\/p>\n<\/td>\n

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

2011 Working Capital plus CAPEX as a Percent of Net Sales<\/p>\n<\/td>\n

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

Participant shall earn 32.50% of the target number of 2011 Performance Share
\nUnits for “Threshold Performance,” 100% of the target number of 2011 Performance
\nShare Units for “Target Performance,” and 167.50% of the target number of 2011
\nPerformance Share Units for “Maximum Performance.” For this purpose, 2011 Net
\nSales Performance and 2011 Working Capital plus Capital Expenditures as a
\nPercent of Net Sales Performance are weighted 25% each, and 2011 Non-GAAP
\nDiluted EPS Performance is weighted 50%, so level of earning of 2011 Performance
\nShare Units shall be determined on a weighted-average basis.<\/p>\n

Determinations of the Committee regarding 2011 Net Sales Performance, 2011
\nNon-GAAP Diluted EPS Performance, and 2011 Working Capital plus Capital
\nExpenditures as a Percent of Net Sales Performance, and the resulting 2011
\nPerformance Share Units earned, and related matters, will be final and binding
\non Participant. In making its determinations, the Committee may exercise its
\ndiscretion (reserved under Plan Sections 7(a) and 7(b)(v)) to reduce the amount
\nof Performance Share Units deemed earned, in its sole discretion.<\/p>\n<\/p>\n

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