Grant of Restricted Stock Award. The Committee, on behalf of the Company, hereby grants to Grantee, effective as of the Grant Date, Restricted Stock equal to the Award Amount set forth above, on the terms and conditions set forth in this Agreement, including the specific vesting requirements set forth above under the Vest Schedule, and as otherwise provided in the Plan. The Restricted Stock shall be registered in the name of Grantee as of the respective Grant Date for such Shares of Restricted Stock. The Company may issue stock certificates or evidence Grantee’s interest by using a restricted book entry account with the Company’s transfer agent. Physical possession or custody of any stock certificates that are issued shall be retained by the Company until such time as the Shares of Restricted Stock are vested. The Company reserves the right to place a legend on such stock certificate(s) restricting the transferability of such certificates and referring to the terms and conditions (including forfeiture) of this Agreement and the Plan.

Restricted Stock Award. The Company hereby grants to Holder an aggregate of ​ shares of Restricted Stock (“Award Restricted Stock”) on the terms and conditions set forth in the Plan and supplemented in this Award, including, without limitation, the restrictions more specifically set forth in [Section 2] herein.

Restricted Stock Award If the Executive’s retirement pursuant to Section 1 hereof occurs on or prior to May 27, 2016, then all of the Executive’s rights to the 2013 Restricted Stock Award shall be forfeited. If, however, the Executive’s retirement occurs after May 27, 2016, then, for the avoidance of doubt, the Executive’s continued service as a Vice President of the Company pursuant to Section 1(c) hereof shall constitute continued employment with the Company for purposes of vesting of the 2013 Restricted Stock Award pursuant to Section 3 of the applicable award notice therefore.

Grant of Restricted Stock Unit Award. The Company hereby grants to the Grantee a Restricted Stock Unit Award (“Award”) of restricted stock units (the “Restricted Stock Units”) which confers upon the Grantee the right to earn up to #QuantityGranted# shares of Stock, determined as set forth in [section 2] hereof, over the Retention Period. The period from and including #GrantDate# through and including #VestDate1# shall together constitute the “Retention Period.” The par value of the shares of Stock shall be deemed paid by the promise by the Grantee to perform future Service to the Company or an Affiliate. The Grantee’s right to receive shares of Stock shall be subject to the terms and conditions set forth in this Agreement and in the Plan.

The Compensation and Management Development Committee of the Board of Directors of Bristol-Myers 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 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). 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.

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.

Award of Restricted Stock. Company hereby awards to Participant the number of shares of common stock of Company, par value $0.001 per share, set forth on the signature page to this Agreement (“Restricted Shares”), subject to the Forfeiture Restrictions set forth herein.

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

The Participant is hereby granted, pursuant to the Company’s 2010 Incentive Plan (the “Plan”) and the Director Award Program established under the Plan, as amended and restated as of December 16, 2014 (the “Program”), and subject to their terms, a Restricted Stock Unit award (the “Program Award”) as hereinafter described. The Program Award gives the Participant the conditional right to receive, without payment but subject to the conditions and limitations set forth in this Agreement, the Program and the Plan, # ​ Shares Note: number of Shares to include both the basic restricted stock unit award and any additional portion attributable to a reduction in the cash retainer. (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 the Participant 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. 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 the Participant or 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 Program and the Plan.