PERFORMANCE SHARES AGREEMENT Under the Bristol-Myers Squibb CompanyPerformance Shares Agreement • February 20th, 2009 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
Bristol-Myers Squibb Company (the “Company”) has granted you a Performance Shares 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.
AMENDED AND RESTATED CHANGE-IN-CONTROL AGREEMENT December , 2008Change-in-Control Agreement • February 20th, 2009 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York
Bristol-Myers Squibb Company (the “Company”) considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel. Our Board of Directors (the “Board”) recognizes that the possibility of a change in ownership or control of the Company may result in the departure or distraction of key personnel to the detriment of the Company and our stockholders. Therefore, the Board has determined to enter into this agreement with you (i) to encourage and reinforce your attention and dedication to your assigned duties without distraction in the face of the disruptive circumstances that can arise from a possible change in control of the Company, (ii) to enhance our ability to retain you in those circumstances, and (iii) to provide you with fair and reasonable protection from the risks of a change in ownership and control so that you will be in a position to help the Company complete a transaction that would be beneficial to stockholders. Accord
