0001193125-10-035167 Sample Contracts

FORM OF MARKET SHARE UNITS AGREEMENT UNDER THE BRISTOL-MYERS SQUIBB COMPANY

Market Share Units Agreement • February 19th, 2010 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York

• Contract Type
  Market Share Units Agreement
• Filed
  February 19th, 2010
• Company
  Bristol Myers Squibb Co
• Industry
  Pharmaceutical preparations
• Jurisdiction
  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.

PERFORMANCE SHARE UNITS AGREEMENT Under the Bristol-Myers Squibb Company

Performance Share Units Agreement • February 19th, 2010 • Bristol Myers Squibb Co • Pharmaceutical preparations • New York

• Contract Type
  Performance Share Units Agreement
• Filed
  February 19th, 2010
• Company
  Bristol Myers Squibb Co
• Industry
  Pharmaceutical preparations
• Jurisdiction
  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.