Common use of RESTRICTED STOCK UNITS AWARD Clause in Contracts

RESTRICTED STOCK UNITS AWARD. The Compensation and Management Development Committee of the Board of Directors of Xxxxxxx-Xxxxx Squibb Company (the “Committee”) has approved a grant to you of the Award as of March 10, 2024 (the “Award Date”) in the number specified on the Stock Plan Administrator’s website, subject to the terms, conditions, and restrictions set forth in this Agreement and the Plan. Each RSU shall represent the conditional right to receive, upon settlement of the RSU, one share of Xxxxxxx-Xxxxx Squibb Common Stock (“Common Stock”) or, at the discretion of the Company, the cash equivalent thereof (subject to any tax withholding as described in Section 4). In the event that the Company settles the RSUs in cash, all references in this Agreement to deliveries of shares of Common Stock will include such payments of cash. As consideration for grant of this Award, you shall remain in the continuous employment of the Company and/or its subsidiaries or affiliates for the entire Restricted Period (as that term is defined below) or such lesser period as the Committee shall determine in its sole discretion, and no RSUs shall be delivered until after the completion of such Restricted Period or lesser period of employment by you (except as set forth in Section 2 hereof, as applicable). In addition, you shall remain in compliance with the covenants set forth in Section 3 (“Non-Competition and Non-Solicitation Agreement and Company Right to Injunctive Relief, Damages, Recission, Forfeiture, and Other Remedies”) hereof for the applicable periods specified therein and hereby acknowledge and agree that Section 2 and Section 3 of this Agreement will apply during the Restricted Period, as described herein, notwithstanding anything to the contrary. Except as may be required by law, you are not required to make any payment (other than payments for taxes pursuant to Section 4 hereof) or provide any other monetary consideration.

RESTRICTED STOCK UNITS AWARD. The Compensation and Management Development Committee of the Board of Directors of Xxxxxxx-Xxxxx Squibb Company (the “Committee”) has approved a grant to you of the Award as of March 10, 2024 (the “Award Date”) ), in the number specified on the Stock Plan Administrator’s website, subject to the terms, conditions, and restrictions set forth in this Agreement and the Plan. Each RSU shall represent the conditional right to receive, upon settlement of the RSU, one share of Xxxxxxx-Xxxxx Squibb Common Stock (“Common Stock”) or, at the discretion of the Company, the cash equivalent thereof (subject to any tax withholding as described in Section 4). In the event that the Company settles the RSUs in cash, all references in this Agreement to deliveries of shares of Common Stock will include such payments of cash. As consideration for grant of this Award, you shall remain in the continuous employment of the Company and/or its subsidiaries or affiliates for the entire Restricted Period (as that term is defined below) or such lesser period as the Committee shall determine in its sole discretion, and no RSUs shall be delivered until after the completion of such Restricted Period or lesser period of employment by you (except as set forth in Section 2 hereof, as applicable). In addition, you shall remain in compliance with the covenants set forth in Section 3 (“Non-Competition and Non-Solicitation Agreement and Company Right to Injunctive Relief, Damages, Recission, Forfeiture, Forfeiture and Other Remedies”) hereof for the applicable periods specified therein therein, and hereby acknowledge and agree that Section 2 and Section 3 of this Agreement will apply during the Restricted Period and the Post-Vest Holding Period, as each are described herein, notwithstanding anything to the contrary. Except as may be required by law, you are not required to make any payment (other than payments for taxes pursuant to Section 4 hereof) or provide any other monetary consideration.

RESTRICTED STOCK UNITS AWARD. The Compensation and Management Development Committee As of the Board date the Executive commences employment hereunder, the Company shall grant 4,000,000 restricted stock units (“Restricted Stock Units”) to the Executive under the Compensation Plan. Restricted Stock Units will vest according to the Company’s achievement of Directors of Xxxxxxx-Xxxxx Squibb Company the adjusted EBITDA targets (the “CommitteeAdjusted EBITDA Targets”) has approved a grant and according to you the vesting percentages (“Vesting Percentages”) applicable to the restricted stock unit grants made by the Company to senior executives of the Award as Company in August 2005; provided that the Executive is still employed by the Company during the applicable year of determination; provided further that, if the Executive’s employment is terminated by the Company at any time after the first anniversary of the Effective Date without Cause or by the Executive for Good Reason, the Restricted Stock Units shall vest through the date of such termination on a pro rata basis (using 100% vesting over a four-year period) for the period of time during which the Executive was employed by the Company from the Effective Date to the date of termination. The Vesting Percentages are non-cumulative and none of the Vesting Percentages are contingent on achieving any prior targeted Vesting Percentages. Vesting of the Restricted Stock Units is also subject to the terms of Section 7 of this Agreement. All unvested Restricted Stock Units shall become vested on March 1013, 2024 2010 provided that the Executive is employed by the Company through the close of business on March 12, 2010. Each vested Restricted Stock Unit will settle into one share of Common Stock on the March 13, 2010, or earlier in the event of death, disability or termination of employment (the “Award DateTerm of the Award”) in ). The other terms and conditions of the number specified on the Restricted Stock Plan Administrator’s website, Units shall be subject to the terms, conditions, and restrictions set forth in this Agreement and the Plan. Each RSU shall represent the conditional right to receive, upon settlement terms of the RSUCompensation Plan, one share of Xxxxxxx-Xxxxx Squibb Common the applicable restricted stock units award agreement (the “Restricted Stock (“Common StockAward”) or, at the discretion of the Company, the cash equivalent thereof (subject and other restrictions and limitations generally applicable to any tax withholding as described in Section 4). In the event that the equity held by Company settles the RSUs in cash, all references in this Agreement to deliveries of shares of Common Stock will include such payments of cash. As consideration for grant of this Award, you shall remain in the continuous employment of the Company and/or its subsidiaries executives or affiliates for the entire Restricted Period (as that term is defined below) or such lesser period as the Committee shall determine in its sole discretion, and no RSUs shall be delivered until after the completion of such Restricted Period or lesser period of employment by you (except as set forth in Section 2 hereof, as applicable). In addition, you shall remain in compliance with the covenants set forth in Section 3 (“Non-Competition and Non-Solicitation Agreement and Company Right to Injunctive Relief, Damages, Recission, Forfeiture, and Other Remedies”) hereof for the applicable periods specified therein and hereby acknowledge and agree that Section 2 and Section 3 of this Agreement will apply during the Restricted Period, as described herein, notwithstanding anything to the contrary. Except as may be otherwise required by law, you are not required to make any payment (other than payments for taxes pursuant to Section 4 hereof) or provide any other monetary consideration.