{"id":40364,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/restricted-stock-units-agreement-bristol-myers.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"restricted-stock-units-agreement-bristol-myers","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/restricted-stock-units-agreement-bristol-myers.html","title":{"rendered":"Restricted Stock Units Agreement – Bristol-Myers"},"content":{"rendered":"

RESTRICTED STOCK 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 Restricted Stock Units (“RSUs”) specified in the Grant
\nSummary above, which is incorporated into this Restricted Stock Units Agreement
\n(the “Agreement”) and deemed to be a part hereof. The RSUs have been granted to
\nyou under Section 6(e) of the 2007 Stock Award and Incentive Plan (the “Plan”),
\non the terms and conditions specified in the Grant Summary and this Agreement.\n<\/p>\n

1. RESTRICTED STOCK 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 RSUs as designated herein subject to the terms,
\nconditions, and restrictions set forth in this Agreement and the Plan. Each RSU
\nshall represent the conditional right to receive, upon settlement of the RSU,
\none share of Bristol-Myers Squibb Common Stock (“Common Stock”) (subject to any
\ntax withholding as described in Section 4). RSUs 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, and to increase your
\nproprietary interest in the Company. Except as may be required by law, you are
\nnot 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, RSUs shall be subject to the
\nrestrictions and conditions set forth herein during the Restricted Period (as
\ndefined below). Vesting of the RSUs 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. Assuming satisfaction of such employment conditions, the RSUs
\nwill become vested and nonforfeitable as follows: one-third on the third
\nanniversary of the Award Date; an additional one-third on the fourth anniversary
\nof the Award Date and the final one-third on the fifth anniversary of the Award
\nDate. In the event you attain age 65 while still an employee of the Company or a
\nsubsidiary, all unvested RSUs held by you at least one year from the Award Date
\nwill become vested and non-forfeitable, and thereafter, so long as you remain an
\nemployee of the Company or a subsidiary after attaining age 65, all other RSUs
\nwill become 100% vested one year from the Award Date.<\/p>\n<\/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 RSUs, you may not sell, transfer, pledge or assign any of the RSUs 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>. RSUs shall be settled promptly upon
\nexpiration of the Restricted Period without forfeiture of the RSUs (i.e., upon
\nvesting) by delivery of one share of Common Stock for each RSU being settled;
\nprovided, however, that settlement of an RSU<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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

shall be subject to Plan Section 11(k), including if applicable the six-month
\ndelay rule in Plan Sections 11(k)(i)(D) and (E). (Note: This rule may apply
\nto any portion of the RSUs that vests after the time you become Retirement
\neligible under the Plan, and could apply in other cases as well<\/em>).
\nSettlement of RSUs or cash amounts that directly or indirectly result from
\nDividend Equivalents on RSUs or adjustments to RSUs shall occur at the time of
\nsettlement of, and subject to the restrictions and conditions that apply to, the
\ngranted RSU. Until shares are delivered to you in settlement of RSUs, you shall
\nhave none of the rights of a stockholder of the Company with respect to the
\nshares issuable in settlement of the RSUs, including the right to vote the
\nshares and receive actual dividends and other distributions on the underlying
\nshares of Common Stock (you are entitled to Dividend Equivalents, however).
\nShares of stock issuable in settlement of RSUs shall be delivered to you upon
\nsettlement in certificated form or in such other manner as the Company may
\nreasonably determine.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

Retirement and Death<\/u><\/p>\n

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

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

Termination not for Misconduct\/Detrimental Conduct<\/u><\/p>\n

. If you are employed in the United States (including in Puerto Rico), in the
\nevent your employment is terminated by the Company for reasons other than
\nmisconduct or other conduct deemed detrimental to the interests of the Company,
\nand you are not eligible to Retire, you shall be entitled to settlement of
\n(i.e., the Restricted Period shall expire with respect to) a proportionate
\nnumber of the total number of RSUs granted only if you execute and do not revoke
\na release in favor of the Company and its predecessors, successors, affiliates,
\nsubsidiaries, directors and employees in a form satisfactory to the Company and,
\nwhere deemed applicable by the Company, a non-compete and\/or a non-solicitation
\nagreement; if you fail to execute or revoke the release or fail to execute the
\nnon-compete or non-solicitation agreement, you shall forfeit any RSUs that are
\nunvested as of the date your employment terminates. The formula for determining
\nthe proportionate number of RSUs you are entitled to under this Section 2(d) is
\navailable by request from the Office of the Corporate Secretary at 345 Park
\nAvenue, 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

Disability<\/u>. In the event you become Disabled (as that
\nterm is defined below), for the period during which you continue to be deemed to
\nbe employed by the Company or a subsidiary (i.e., the period during which you
\nreceive Disability benefits), you will not be deemed to have terminated
\nemployment for purposes of the RSUs. Upon the termination of your receipt of
\nDisability benefits, (i) you will not be deemed to have terminated employment if
\nyou return to employment status, and (ii), if you do not return to employment
\nstatus, you will be deemed to have terminated employment at the date of
\ncessation of payments to you<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2<\/p>\n

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

under all disability pay plans of the Company and its subsidiaries, with such
\ntermination treated for purposes of the RSUs as a Retirement, death, or
\nvoluntary termination based on your circumstances at the time of such
\ntermination. For purposes of this Agreement, “Disability” or “Disabled” shall
\nmean qualifying for and receiving payments under a disability plan of the
\nCompany or any subsidiary or affiliate either in the United States or in a
\njurisdiction outside of the United States, and in jurisdictions outside of the
\nUnited States shall also include qualifying for and receiving payments under a
\nmandatory or universal disability plan or program managed or maintained by the
\ngovernment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(f)<\/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 (as defined in
\nyour current Change-in-Control Agreement or Change-in-Control Plan, as
\napplicable) following a Change in Control (as defined in the Plan), the
\nRestricted Period and all remaining restrictions shall expire and the RSUs shall
\nbe deemed fully vested.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(g)<\/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 RSUs on the date of
\ntermination.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(h)<\/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 RSUs 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\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 RSUs 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 RSUs as to which the Restricted
\nPeriod has not expired at or before such termination shall be forfeited. Other
\nprovisions of this Agreement notwithstanding, in no event will an RSU that has
\nbeen forfeited thereafter vest or be settled.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(i)<\/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
\nauthorized in writing, by the<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3<\/p>\n

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

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

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 RSUs. In such case, the vesting dates for unvested RSUs shall be extended by
\nthe length of any such leave of absence.<\/p>\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 RSUs 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 RSUs, 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 defined
\nbelow), except that nothing in this clause shall prevent you from owning one per
\ncent 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\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

4<\/p>\n

\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 Company determines that you have violated any provisions of Section
\n3(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 RSUs 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
\nRSUs 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 RSUs vests within the twelve-month period immediately
\npreceding a violation of Section 3(a) above (or following the date of any such
\nviolation), upon the Company153s demand, you shall immediately deliver to it a
\ncertificate or certificates for shares of the Company153s Common Stock that you
\nacquired upon settlement of such RSUs (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 RSU, the period from the
\nAward Date until the date such RSU has become vested and non-forfeitable.<\/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 3 are fair and reasonable and are reasonably required for the protection
\nof the Company. In the event that all or any part of this Section 3 is held to
\nbe unenforceable or invalid, the remaining parts of Section 3 and this Agreement
\nshall nevertheless continue to be valid and enforceable as though the invalid
\nportions were not a part of this Agreement. If any one of the provisions in
\nSection 3 is held to be excessively broad as to period, scope and geographic
\nareas, any such<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

5<\/p>\n

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

provision shall be construed by limiting it to the extent necessary to be
\nenforceable 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
\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
\nRSUs, 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 RSUs to satisfy the mandatory tax withholding
\nrequirements. When the Dividend Equivalents you receive under Section 5, if any,
\nbecome payable to you, they will be compensation (wages) for tax purposes and
\nwill be included on your W-2 form. The Company will be required to withhold
\napplicable taxes on such Dividend Equivalents. The Company may deduct such taxes
\neither from the gross Dividend Equivalents payable on such RSUs or from any
\nother cash payments to be made to or on account of you or may require you to
\nmake prompt remittance to the Company of such tax amounts. Any cash payment to
\nyou under Section 5 of the Agreement will be included in your W-2 form as
\ncompensation and subject to applicable tax withholding.<\/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 RSUs (other than RSUs 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 will be credited, as of the payment date for such
\ndividend or distribution, an amount equal to the number of RSUs credited to you
\nas of the record date for such dividend or distribution multiplied by the amount
\nthat would have been paid as a dividend or distribution on each outstanding
\nshare of Common Stock at such payment date. Any amounts credited under this
\nSection 5(a)(i) shall be subject to the restrictions and conditions that apply
\nto the RSU with respect to which the amounts are credited and will be payable
\nwhen the underlying RSU becomes payable. At the time the underlying RSU becomes
\npayable, the Company has the discretion to pay any accrued dividend equivalents
\neither in cash or in shares of Common Stock. If the underlying RSU does not vest
\nor is forfeited, any amounts credited under this Section 5(a)(i) with respect to
\nthe underlying RSU will also fail to vest and be forfeited.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

Non-Share Dividends<\/em>. If the Company declares and pays a
\ndividend or distribution on Common Stock in the form of property other than
\nshares, then a number of additional RSUs shall be credited to you as of the
\npayment date for such dividend or distribution equal to the number of RSUs
\ncredited to you as of the record date for such dividend or distribution
\nmultiplied by the Fair Market Value of such property actually paid as a dividend
\nor distribution on each outstanding share of Common<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

6<\/p>\n

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

Stock at such payment date, divided by the Fair Market Value of a share at
\nsuch payment date. Any RSUs credited to you under this Section 5(a)(ii) shall be
\nsubject to the restrictions and conditions that apply to the RSU with respect to
\nwhich the RSUs are credited and will be payable when the underlying RSU becomes
\npayable. If the underlying RSU does not vest or is forfeited, any RSUs credited
\nunder this Section 5(a)(ii) with respect to the underlying RSU will also fail to
\nvest and be forfeited. You will be eligible to receive Dividend Equivalents on
\nany RSUs credited to you under this Section 5(a)(ii).<\/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 RSUs shall be credited to you as of the
\npayment date for such dividend or distribution or forward split equal to the
\nnumber of RSUs credited to you as of the record date for such dividend or
\ndistribution or split multiplied by the number of additional shares actually
\npaid as a dividend or distribution or issued in such split in respect of each
\noutstanding share of Common Stock. Any RSUs credited to you under this Section
\n5(a)(iii) shall be subject to the restrictions and conditions that apply to the
\nRSU with respect to which the RSUs are credited and will be payable when the
\nunderlying RSU becomes payable. If the underlying RSU does not vest or is
\nforfeited, any RSUs credited under this Section 5(a)(iii) with respect to the
\nunderlying RSU will also fail to vest and be forfeited. You will be eligible to
\nreceive Dividend Equivalents on any RSUs credited to you under this Section
\n5(a)(iii).<\/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 RSUs and other related terms shall be appropriately
\nadjusted, in order to prevent dilution or enlargement of your rights with
\nrespect to RSUs, to reflect any changes in the outstanding shares of Common
\nStock resulting from any event referred to in Section 11(c) of the Plan or any
\nother “equity restructuring” as defined in FAS 123R, taking into account any
\nRSUs credited to you in connection with such event under 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 RSUs 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
\nRSUs and other obligations hereunder (including cash amounts set aside under
\nSection 5(a)(i)) shall be by means of bookkeeping entries on the books of the
\nCompany and shall not create in you or any beneficiary any right to, or claim
\nagainst any, specific assets of the Company, nor result in the creation of any
\ntrust or escrow account for<\/p>\n<\/p>\n

7<\/p>\n

\n

you or any beneficiary. You and any of your beneficiaries entitled to any
\nsettlement or distribution hereunder shall be a general creditor of the Company.\n<\/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

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

8<\/p>\n

\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
\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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