Common use of ENTIRE AGREEMENT AND NO ORAL MODIFICATION OR WAIVER Clause in Contracts

ENTIRE AGREEMENT AND NO ORAL MODIFICATION OR WAIVER. This Agreement contains the entire understanding of the parties. This Agreement shall not be modified or amended except in writing duly signed by the parties except that the Company may adopt a modification or amendment to the Agreement that is not materially adverse to you in writing signed only by the Company. Any waiver of any right or failure to perform under this Agreement shall be in writing signed by the party granting the waiver and shall not be deemed a waiver of any subsequent failure to perform. For the Company Xxxxxxx-Xxxxx Squibb Company By: Date: I have read this Agreement in its entirety. I hereby agree to the foregoing terms and conditions and accept the Performance Share Award subject thereto. Exhibit A PERFORMANCE SHARES AGREEMENT Under the Xxxxxxx-Xxxxx Squibb Company 2007 Stock Award and Incentive Plan 2009-2011 Performance Shares Award — 2009 Performance Goals The number of 2009 Performance Shares earned by Participant shall be determined as of December 31, 2009 (the “Earning Date”), based on the Company’s 2009 Net Sales Performance (net of foreign exchange), 2009 Non-GAAP Diluted EPS Performance, and 2009 Working Capital plus Capital Expenditures (net of foreign exchange) as a Percent of Net Sales Performance, each as defined below, determined based on the following grid: Performance Measure Threshold Target Maximum 2009 Net Sales 2009 Non-GAAP Diluted EPS 2009 Working Capital plus CAPEX as a Percent of Net Sales Participant shall earn 40% of the target number of 2009 Performance Shares for “Threshold Performance,” 100% of the target number of 2009 Performance Shares for “Target Performance,” and 165% of the target number of 2009 Performance Shares for “Maximum Performance.” For this purpose, 2009 Net Sales Performance and 2009 Working Capital plus Capital Expenditures as a Percent of Net Sales Performance are weighted 25% each, and 2009 Non-GAAP Diluted EPS Performance is weighted 50%, so level of earning of 2009 Performance Shares shall be determined as a percentage for each performance measure and the weighted average of the three percentages. Determinations of the Committee regarding 2009 Net Sales Performance, 2009 Non-GAAP Diluted EPS Performance, and 2009 Working Capital plus Capital Expenditures as a Percent of Net Sales Performance, the resulting 2009 Performance Shares earned and related matters will be final and binding on Participant. In making its determinations, the Committee may exercise its discretion (reserved under Plan Sections 7(a) and 7(b)(v)) to reduce the amount of Performance Shares deemed earned, in its sole discretion. Except for adjustments in the event of an extraordinary dividend or dividend payable in Shares, no dividends or dividend equivalents will accrue with respect to Performance Shares in respect of any record date that precedes settlement of the Performance Shares.

ENTIRE AGREEMENT AND NO ORAL MODIFICATION OR WAIVER. This Agreement contains the entire understanding of the parties. This Agreement shall not be modified or amended except in writing duly signed by the parties except that the Company may adopt a modification or amendment to the Agreement that is not materially adverse to you in writing signed only by the Company. Any waiver of any right or failure to perform under this Agreement shall be in writing signed by the party granting the waiver and shall not be deemed a waiver of any subsequent failure to perform. I have read this agreement in its entirety. My signature below indicates my agreement to all the terms, restrictions and conditions set forth in the agreement. For the Company Xxxxxxx-Xxxxx Squibb Company By: Date: I have read this Agreement in its entirety. I hereby agree to the foregoing terms and conditions and accept the Performance Share Award subject thereto. Participant Sign Here: Date: Exhibit A PERFORMANCE SHARES AGREEMENT Under the XxxxxxxXXXXXXX-Xxxxx Squibb Company XXXXX SQUIBB COMPANY 2007 Stock Award and Incentive Plan 2009-2011 2008 Strategic Plan Performance Shares Share Award — 2009 – Performance Goals The number of 2009 2008 Performance Shares earned by Participant shall be determined as of December 31, 2009 2008 (the “Earning Date”), based on the Company’s 2009 Net Sales 2008 Cash Flow Performance (net of foreign exchange), 2009 Non-GAAP Diluted EPS Performance, as defined below and 2009 Working Capital plus Capital Expenditures (net of foreign exchange) as a Percent of Net Sales Performance, each 2008 Operating Margin Performance as defined below, determined based on the following grid: Performance Measure grid Threshold Target Maximum 2009 Net Sales 2009 Non-GAAP Diluted EPS 2009 Working Capital plus CAPEX as a Percent of Net Sales 2008 Cash Flow Performance $ $ $ 2008 Operating Margin Performance $ $ $ Participant shall earn 40% of the target number of 2009 2008 Performance Shares for “Threshold Performance,” 100% of the target number of 2009 2008 Performance Shares for “Target Performance,” and 165% of the target number of 2009 2008 Performance Shares shares for “Maximum Performance.” For this purpose, 2009 Net Sales 2008 Cash Flow Performance and 2009 Working Capital plus Capital Expenditures as a Percent of Net Sales 2008 Operating Margin Performance are weighted 25% each, and 2009 Non-GAAP Diluted EPS Performance is weighted 50%equally weighted, so level of earning of 2009 2008 Performance Shares shall be determined as a percentage for each performance measure and the weighted average of the three percentagestwo percentages averaged. Determinations of the Committee regarding 2009 Net Sales Performance, 2009 Non-GAAP Diluted EPS Performance, 2008 Cash Flow Performance and 2009 Working Capital plus Capital Expenditures as a Percent of Net Sales 2008 Operating Margin Performance, the resulting 2009 2008 Performance Shares earned and related matters will be final and binding on Participant. In making its determinations, the Committee may exercise its discretion (reserved under Plan Sections 7(a) and 7(b)(v)) to reduce the amount of Performance Shares deemed earned, in its sole discretion. Except for adjustments in the event of an extraordinary dividend or dividend payable in Shares, no dividends or dividend equivalents will accrue with respect to Performance Shares in respect of any record date that precedes settlement of the Performance Shares.

ENTIRE AGREEMENT AND NO ORAL MODIFICATION OR WAIVER. This Agreement contains the entire understanding of the parties. This Agreement shall not be modified or amended except in writing duly signed by the parties except that the Company may adopt a modification or amendment to the Agreement that is not materially adverse to you in writing signed only by the Company. Any waiver of any right or failure to perform under this Agreement shall be in writing signed by the party granting the waiver and shall not be deemed a waiver of any subsequent failure to perform. I have read this agreement in its entirety. My signature below indicates my agreement to all the terms, restrictions and conditions set forth in the agreement. For the Company Xxxxxxx-Xxxxx Squibb Company By: Date: I have read this Agreement in its entirety. I hereby agree to the foregoing terms and conditions and accept the Performance Share Award subject thereto. Exhibit A PERFORMANCE SHARES AGREEMENT Under the XxxxxxxXxxxx 0, 0000 Xxxxxxxxxxx Sign Here: Date: XXXXXXX-Xxxxx Squibb Company 2007 XXXXX SQUIBB COMPANY 2002 Stock Award and Incentive Plan 2009-2011 2007 Performance Shares Award (07-09 Cycle)— 2009 Performance Goals The number of 2009 2007 Performance Shares earned by Participant shall be determined as of December 31, 2009 2007 (the “Earning Date”), based on the Company’s 2009 Net 2007 Sales Performance (net of foreign exchange), 2009 Non-GAAP Diluted as defined below and 2007 EPS Performance, and 2009 Working Capital plus Capital Expenditures (net of foreign exchange) as a Percent of Net Sales Performance, each Performance as defined below, determined based on the following grid: Performance Measure grid Threshold Target Maximum 2009 Net 2007 Sales 2009 Non-GAAP Diluted Performance $ $ $ 2007 EPS 2009 Working Capital plus CAPEX as a Percent of Net Sales Performance $ $ $ Participant shall earn 40% of the target number of 2009 2007 Performance Shares for “Threshold Performance,” 100% of the target number of 2009 2007 Performance Shares for “Target Performance,” and 165% of the target number of 2009 2007 Performance Shares shares for “Maximum Performance.” For this purpose, 2009 Net 2007 Sales Performance and 2009 Working Capital plus Capital Expenditures as a Percent of Net Sales 2007 EPS Performance are weighted 25% each, and 2009 Non-GAAP Diluted EPS Performance is weighted 50%equally weighted, so level of earning of 2009 2007 Performance Shares shall be determined as a percentage for each performance measure and the weighted average two percentages averaged. To derive a percentage of 2007 Performance Shares earned for either performance measure, the three percentagespercentage earned between Threshold and Target or between Target and Maximum shall be based on straight-line interpolation. Determinations of the Committee regarding 2009 Net 2007 Sales Performance, 2009 Non-GAAP Diluted Performance and 2007 EPS Performance, and 2009 Working Capital plus Capital Expenditures as a Percent of Net Sales Performance, the resulting 2009 2007 Performance Shares earned and related matters will be final and binding on Participant. In making its determinations2007 Sales Performance shall mean Net Sales for 2007. 2007 EPS Performance shall mean fully diluted Earnings Per Share excluding specified items, for 2007, subject to adjustment in the Committee may exercise its discretion (reserved event of an equity restructuring as defined under Plan Sections 7(a) FAS 123R and 7(b)(v)) to reduce affecting the amount of Performance Shares deemed earned, in its sole discretionShares; any such adjustment shall preserve without enlarging the Participant’s award opportunity hereunder. Except for adjustments in the event of an extraordinary dividend or dividend payable in Shares, no dividends or dividend equivalents will accrue with respect to Performance Shares in respect of any record date that precedes settlement of the Performance Shares.

ENTIRE AGREEMENT AND NO ORAL MODIFICATION OR WAIVER. This Agreement contains the entire understanding of the parties. This Agreement shall not be modified or amended except in writing duly signed by the parties except that the Company may adopt a modification or amendment to the Agreement that is not materially adverse to you in writing signed only by the Company. Any waiver of any right or failure to perform under this Agreement shall be in writing signed by the party granting the waiver and shall not be deemed a waiver of any subsequent failure to perform. For the Company Xxxxxxx-Xxxxx Squibb Company By: Date: I have read this Agreement in its entirety. I understand that this Award has been granted to provide a means for me to acquire and/or expand an ownership position in Xxxxxxx-Xxxxx Squibb Company. I acknowledge and agree that sales of shares will be subject to the Company's policies regulating trading by employees. In accepting this Award, I hereby agree that Xxxxxx Xxxxxxx Xxxxx Xxxxxx, or such other vendor as the Company may choose to administer the Plan, may provide the Company with any and all account information for the administration of this Award. I hereby agree to all the foregoing terms terms, restrictions and conditions and accept set forth in the Performance Share Award subject theretoAgreement. Exhibit A PERFORMANCE SHARES SHARE UNITS AGREEMENT Under the Xxxxxxx-Xxxxx Squibb Company 2007 Stock Award and Incentive Plan 20092011-2013 Performance Share Units Award 2011 Performance Shares Award — 2009 Performance Goals The number of 2009 2011 Performance Shares Share Units earned by Participant shall be determined as of December 31, 2009 2011 (the “Earning Date”), based on the Company’s 2009 2011 Net Sales Performance (net of foreign exchange), 2009 2011 Non-GAAP Diluted EPS Performance, and 2009 2011 Working Capital plus Capital Expenditures (net of foreign exchange) as a Percent of Net Sales PerformancePerformance (net of foreign exchange), each as defined below, determined based on the following grid: Performance Measure Threshold Target Maximum 2009 2011 Net Sales 2009 Sales, net of fx ($=MM) 2011 Non-GAAP Diluted EPS 2009 2011 Working Capital plus CAPEX as a Percent of Net Sales Participant shall earn 4032.50% of the target number of 2009 2011 Performance Shares Share Units for “Threshold Performance,” 100% of the target number of 2009 2011 Performance Shares Share Units for “Target Performance,” and 165167.50% of the target number of 2009 2011 Performance Shares Share Units for “Maximum Performance.” For this purpose, 2009 2011 Net Sales Performance and 2009 2011 Working Capital plus Capital Expenditures as a Percent of Net Sales Performance are weighted 25% each, and 2009 2011 Non-GAAP Diluted EPS Performance is weighted 50%, so level of earning of 2009 2011 Performance Shares Share Units shall be determined as on a percentage for each performance measure and the weighted weighted-average of the three percentagesbasis. Determinations of the Committee regarding 2009 2011 Net Sales Performance, 2009 2011 Non-GAAP Diluted EPS Performance, and 2009 2011 Working Capital plus Capital Expenditures as a Percent of Net Sales Performance, and the resulting 2009 2011 Performance Shares earned Share Units earned, and related matters matters, will be final and binding on Participant. In making its determinations, the Committee may exercise its discretion (reserved under Plan Sections 7(a) and 7(b)(v)) to reduce the amount of Performance Shares Share Units deemed earned, in its sole discretion. Except for adjustments in the event of an extraordinary dividend or dividend payable in Shares, no dividends or dividend equivalents will accrue with respect to Performance Shares in respect of any record date that precedes settlement of the Performance Shares.

ENTIRE AGREEMENT AND NO ORAL MODIFICATION OR WAIVER. This Agreement contains the entire understanding of the parties. This Agreement shall not be modified or amended except in writing duly signed by the parties except that the Company may adopt a modification or amendment to the Agreement that is not materially adverse to you in writing signed only by the Company. Any waiver of any right or failure to perform under this Agreement shall be in writing signed by the party granting the waiver and shall not be deemed a waiver of any subsequent failure to perform. For the Company Xxxxxxx-Xxxxx Squibb Xxxx Xxxxxxx Nutrition Company By: [ ] Date: I have read this Agreement in its entirety. I hereby agree to the foregoing terms and conditions and accept the Performance Share Award subject thereto. Exhibit A PERFORMANCE SHARES AGREEMENT Under the Xxxxxxx-Xxxxx Squibb Xxxx Xxxxxxx Nutrition Company 2007 2009 Stock Award and Incentive Plan 2009-2011 [year 1]-[year3] Performance Shares Award — 2009 [year 1] Performance Goals The number of 2009 [year 1] Performance Shares earned by Participant shall be determined as of December 31, 2009 [year 1] (the “Earning Date”), based on the Company’s 2009 [year 1] Net Sales Performance (net of foreign exchange)Performance, 2009 [year 1] Non-GAAP Diluted EPS Performance, Performance and 2009 Working Capital plus Capital Expenditures (net of foreign exchange) as a Percent of Net Sales Performance[year 1] Non-GAAP Cash Flow, each as defined below, determined based on the following grid: Performance Measure Threshold Target Maximum 2009 [year 1] Net Sales 2009 $ [ ] million $ [ ] million $ [ ] million [year 1] Non-GAAP Diluted EPS 2009 Working Capital plus CAPEX as a Percent of Net Sales $ [ ] $ [ ] $ [ ] [year 1] Non-GAAP Cash Flow $ [ ] $ [ ] $ [ ] Participant shall earn 40[ ]% of the target number of 2009 [year1] Performance Shares for “Threshold Performance,” 100[ ]% of the target number of 2009 [year1] Performance Shares for “Target Performance,” and 165[ ]% of the target number of 2009 [year 1] Performance Shares for “Maximum Performance.” For this purpose, 2009 [year1] Net Sales Performance and 2009 Working Capital plus Capital Expenditures as a Percent of Net Sales Performance are weighted 25% eachPerformance, and 2009 [year1] Non-GAAP Diluted EPS Performance is weighted 50%and [year1] Non-XXXX Cash Flow are equally weighted, so level of earning of 2009 [year 1] Performance Shares shall be determined as a percentage for each performance measure and the weighted average of the three percentagespercentages averaged. Determinations of the Committee regarding 2009 [year1] Net Sales Performance, 2009 [year1] Non-GAAP Diluted EPS Performance, Performance and 2009 Working Capital plus Capital Expenditures as a Percent of Net Sales Performance[year1] Non-XXXX Cash Flow, the resulting 2009 [year1] Performance Shares earned and related matters will be final and binding on Participant. In making its determinations, the Committee may exercise its discretion (reserved under Plan Sections 7(a) and 7(b)(v7(c)(iv)) to reduce the amount of Performance Shares deemed earned, in its sole discretion. Except for adjustments in the event of an extraordinary dividend or dividend payable in Shares, no dividends or dividend equivalents Dividend Equivalents will accrue with respect to Performance Shares in respect of any record date that precedes settlement of the Performance Shares.

ENTIRE AGREEMENT AND NO ORAL MODIFICATION OR WAIVER. This Agreement contains the entire understanding of the parties. This Agreement shall not be modified or amended except in writing duly signed by the parties except that the Company may adopt a modification or amendment to the Agreement that is not materially adverse to you in writing signed only by the Company. Any waiver of any right or failure to perform under this Agreement shall be in writing signed by the party granting the waiver and shall not be deemed a waiver of any subsequent failure to perform. I have read this agreement in its entirety. My signature below indicates my agreement to all the terms, restrictions and conditions set forth in the agreement. For the Company Xxxxxxx-Xxxxx Squibb Company By: Date: I have read this Agreement in its entirety. I hereby agree to the foregoing terms and conditions and accept the Performance Share Award subject thereto. Participant Sign Here: Date: Exhibit A PERFORMANCE SHARES AGREEMENT Under the XxxxxxxXXXXXXX-Xxxxx Squibb Company 2007 XXXXX SQUIBB COMPANY 2002 Stock Award and Incentive Plan 2009-2011 2007 Performance Shares Award — 2009 Performance (07-09 Cycle)—Performance Goals The number of 2009 2007 Performance Shares earned by Participant shall be determined as of December 31, 2009 2007 (the “"Earning Date”"), based on the Company’s 2009 Net 2007 Sales Performance (net of foreign exchange), 2009 Non-GAAP Diluted as defined below and 2007 EPS Performance, and 2009 Working Capital plus Capital Expenditures (net of foreign exchange) as a Percent of Net Sales Performance, each Performance as defined below, determined based on the following grid: Performance Measure grid Threshold Target Maximum 2009 Net 2007 Sales 2009 Non-GAAP Diluted Performance $ $ $ 2007 EPS 2009 Working Capital plus CAPEX as a Percent of Net Sales Performance $ . $ . $ . Participant shall earn 40% of the target number of 2009 2007 Performance Shares for “Threshold Performance,” 100% of the target number of 2009 2007 Performance Shares for “Target Performance,” and 165% of the target number of 2009 2007 Performance Shares shares for “Maximum Performance.” For this purpose, 2009 Net 2007 Sales Performance and 2009 Working Capital plus Capital Expenditures as a Percent of Net Sales 2007 EPS Performance are weighted 25% each, and 2009 Non-GAAP Diluted EPS Performance is weighted 50%equally weighted, so level of earning of 2009 2007 Performance Shares shall be determined as a percentage for each performance measure and the weighted average two percentages averaged. To derive a percentage of 2007 Performance Shares earned for either performance measure, the three percentagespercentage earned between Threshold and Target or between Target and Maximum shall be based on straight-line interpolation. Determinations of the Committee regarding 2009 Net 2007 Sales Performance, 2009 Non-GAAP Diluted Performance and 2007 EPS Performance, and 2009 Working Capital plus Capital Expenditures as a Percent of Net Sales Performance, the resulting 2009 2007 Performance Shares earned and related matters will be final and binding on Participant. In making its determinations2007 Sales Performance shall mean Net Sales for 2007. 2007 EPS Performance shall mean fully diluted Earnings Per Share excluding specified items, for 2007, subject to adjustment in the Committee may exercise its discretion (reserved event of an equity restructuring as defined under Plan Sections 7(a) FAS 123R and 7(b)(v)) to reduce affecting the amount of Performance Shares deemed earned, in its sole discretionShares; any such adjustment shall preserve without enlarging the Participant’s award opportunity hereunder. Except for adjustments in the event of an extraordinary dividend or dividend payable in Shares, no dividends or dividend equivalents will accrue with respect to Performance Shares in respect of any record date that precedes settlement of the Performance Shares.