The Compensation and Management Development Committee of the Board of Directors of Bristol-Myers Squibb Company (the “Committee”) has granted to you as of [XX​, 2022] (the “Award Date”) an Award of RSUs as designated herein 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 Bristol-Myers 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). The purpose of such Award is to motivate and retain you as an employee of the Company or a subsidiary of the Company, to encourage you to continue to give your best efforts for the Company’s future success, to increase your proprietary interest in the Company, and to align your interests with the interests of the Company’s shareholders. 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.

Award of Restricted Stock. The Company hereby awards to the Participant XXXX Shares of Restricted Stock (hereinafter, the “Restricted Stock”), subject to the terms and conditions of this Agreement, the Plan and the Company’s Stock Ownership Guidelines. All provisions of the Plan, including defined terms, are incorporated herein and expressly made a part of this Agreement by reference. The Participant hereby acknowledges that he or she has received a copy of the Plan.

Bershad is hereby awarded, pursuant to the Company’s 2010 Incentive Plan (the “Plan”) and subject to its terms, a Restricted Stock Unit (“RSU”) award (the “Award”) as hereinafter described. The Award gives Bershad the conditional right to receive, without payment but subject to the conditions and limitations set forth in this Agreement and the Plan, # 1,570 Shares (the “Basic Shares”) and # an additional whole number of Shares (rounded down to the nearest whole number) (the “Dividend Equivalent Shares”) equal in value (determined as hereinafter provided) to the dividends, if any, that would have been paid with respect to the Basic Shares had the Basic Shares been issued to Bershad on the date hereof. For purposes of (ii), the number of Dividend Equivalent Shares with respect to any dividend shall be calculated as of the date on which the dividend is paid to holders of Company common stock. For the avoidance of doubt, no Shares (including Dividend Equivalent Shares) shall be payable in respect of the Award if the Award is forfeited, as hereafter provided, and no Dividend Equivalent Shares shall be payable in respect of any dividend for which the record date falls on or after the date on which Bershad or any other person entitled to the Basic Shares becomes the record owner of such Shares for dividend record-date purposes. Except as otherwise expressly provided, all terms used herein shall have the same meaning as in the Plan.

The Administrator is authorized to grant Restricted Stock to Eligible Individuals, and shall determine the terms and conditions, including the restrictions applicable to each award of Restricted Stock, which terms and conditions shall not be inconsistent with the Plan, and may impose such conditions on the issuance of such Restricted Stock as it deems appropriate.

Restricted Stock Unit Award. The number of shares of Common Stock that may be delivered pursuant to this RSU Award is .

Award of Restricted Stock Units. The Company hereby confirms the grant to you, as of the Grant Date and subject to the terms and conditions of this Agreement and the Plan, of the number of Restricted Stock Units identified on the cover page of this Agreement (the "Units"). Each Unit represents the right to receive one Share of the Company’s Common Stock. The Units granted to you will be credited to an account in your name maintained by the Company. This account will be unfunded and maintained for book-keeping purposes only, with the Units simply representing an unfunded and unsecured obligation of the Company.

Award of Restricted Stock Units. Pursuant to the provisions of the Plan, Executive is hereby awarded 45,000 restricted stock units (“Restricted Stock Units”), which constitute the right to receive, without payment, # 45,000 shares of common stock of the Company on a deferred basis (the “Unit Award”), and # the right to receive, without payment, additional shares of common stock (rounded down to the nearest whole number) on the same basis as the Unit Award, equal in value to the dividends as of the dividend payment date, if any, which would have been paid with respect to the common stock underlying the Unit Award had such common stock been issued to Executive on the date hereof (the “Deferred Dividend Shares”), with the number of shares to be delivered in respect of the Deferred Dividend Shares to be calculated as of the date on which the dividend is paid to holders of Company common stock, in each case subject to the terms and conditions set forth herein. The Unit Award and the Deferred Dividend Shares are collectively referred to herein as the “Award.” The Award is granted as of the date hereof (the “Date of Grant”).

Vesting of Award Restricted Stock. The restrictions on the Award Restricted Stock shall lapse (Award Restricted Stock with respect to which restrictions have lapsed being herein referred to as “Vested Shares”) and such Award Restricted Stock shall become non-forfeitable and 100% vested on the occurrence (if any) of the earliest of the dates set forth in [(a) through (d)] below (“Vesting Dates”):

Grant of Restricted Stock Award. The Committee on behalf of the Company hereby grants to the Grantee an award of Shares of Restricted Stock (hereinafter called the “Restricted Stock”) equal to the Award Amount set forth above, on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan. The date of this award of Restricted Stock is set forth above as Grant Date.

Award of Restricted Stock Units. A record of the Units awarded hereunder (the “Units”) shall be evidenced by the Company in restricted book entry accounts maintained for the Employee with the Company’s transfer agent, or such other administrator designated by the Compensation and Human Resources Committee of the Company’s Board of Directors (the “Committee”), subject to such restrictions and other terms deemed appropriate by the Committee to be applicable to such Award (the “Restrictions”), until all the Restrictions specifically set forth in this Agreement and in Section 9 of the Plan with respect to the Units shall expire or be canceled. Upon the lapse of Restrictions relating to any Units, the Company shall deliver to the participant certificates for the Shares underlying the vested Units (or an applicable book entry shall be made in the restricted book entry account maintained for the Employee for the Shares underlying the vested Units). The Units shall have no voting rights. The Units shall be credited with Dividend Equivalents as set forth in Section 9 of the Plan. However, Dividend Equivalents paid with respect to Shares underlying the Units shall be credited to a restricted book entry account maintained on the Employee’s behalf until the Restrictions with respect to the Units upon which such Dividend Equivalents were paid expire or are canceled, at which time the Company shall evidence the delivery to the Employee of all such Dividend Equivalents, with interest if any. If the Employee forfeits any Units awarded hereunder, such Units and any Dividend Equivalents credited with respect thereto, with interest, if any, shall automatically revert to the Company (without any payment by the Company to the Employee) and shall no longer be reflected in the restricted book entry account for the Employee.