0001193125-12-066416 Sample Contracts

RESTRICTED STOCK UNITS AGREEMENT UNDER THE BRISTOL-MYERS SQUIBB COMPANY
Restricted Stock Units Agreement • February 17th, 2012 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York

BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (the “Company”), has granted to you the Restricted Stock Units (“RSUs”) specified in the Grant Summary above, which is incorporated into this Restricted Stock Units Agreement (the “Agreement”) and deemed to be a part hereof. The RSUs have been granted to you under Section 6(e) of the 2007 Stock Award and Incentive Plan (the “Plan”), on the terms and conditions specified in the Grant Summary and this Agreement. Capitalized terms used in this Agreement that are not specifically defined herein shall have the meanings ascribed to such terms in the Plan.

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PERFORMANCE SHARE UNITS AGREEMENT Under the Bristol-Myers Squibb Company
Performance Share Units Agreement • February 17th, 2012 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York

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

MARKET SHARE UNITS AGREEMENT UNDER THE BRISTOL-MYERS SQUIBB COMPANY
Market Share Units Agreement • February 17th, 2012 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York

BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (the “Company”), has granted to you the Market Share Units (“MSUs”) specified in the Grant Summary above, which is incorporated into this Market Share Units Agreement (the “Agreement”) and deemed to be a part hereof. The MSUs have been granted to you under Sections 6(i) and 7 of the 2007 Stock Award and Incentive Plan (the “Plan”), on the terms and conditions specified in the Grant Summary and this Agreement. Capitalized terms used in this Agreement that are not specifically defined herein shall have the meanings ascribed to such terms in the Plan.

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