0001193125-07-110445 Sample Contracts

RESTRICTED STOCK UNITS AGREEMENT UNDER THE BRISTOL-MYERS SQUIBB COMPANY
Restricted Stock Units Agreement • May 10th, 2007 • 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.

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NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE BRISTOL-MYERS SQUIBB COMPANY
Nonqualified Stock Option Agreement • May 10th, 2007 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York

BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (the “Company”), has granted to you an option to purchase shares of the Common Stock (“Shares”) of the Company (the "Option"), at the specified exercise price, as set forth in the Grant Summary above, which is incorporated into this Nonqualified Stock Option Agreement (the “Agreement”) and deemed to be a part hereof. The Option will expire and cease to be exercisable at the earlier of the Stated Expiration Date set forth in the Grant Summary above or, in the event of Termination of Employment (as defined in Section 5(e) below), the date the Option ceases to be exercisable under Section 5. This Option is granted under Section 6(b) of, and is subject in all respects to the terms, definitions and provisions of, the Bristol-Myers Squibb Company 2007 Stock Award and Incentive Plan (the “Plan”) and the terms and conditions set forth in the Grant Summary and this Agreement.

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