“Award” means a grant of Options, Stock Appreciation Rights, Performance Shares, Performance Units, Restricted Stock, Restricted Stock Units, Shares, an Annual Incentive Award, a Long-Term Incentive Award, Dividend Equivalent Units or any other type of award permitted under the Plan.

“Restricted Stock Units” is a Grant described in Article VII hereof.

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Performance Awards.

“Restricted Stock Unit” means the Units issued pursuant to a Restricted Stock Grant under [Section 8] of the Company’s 2008 Performance Plan, or any successor equity compensation plan, so long as such Units remain subject to the restrictions and conditions specified in this Plan pursuant to which such Restricted Stock Grant is made.

The Committee is hereby authorized to grant Awards of Restricted Stock and Restricted Stock Units to Participants.

The Executive is awarded the number of Restricted Stock Units or Cash Settled Restricted Stock Units (applicable for certain non-U.S. Executives only) specified in the Acceptance Certificate.

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​, 2023] (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.

Restricted Stock or Restricted Stock Units. The maximum aggregate grant with respect to Awards of Restricted Stock or Restricted Stock Units granted in any one Plan Year to any one Participant shall be five hundred thousand (500,000), plus the amount of the Participant’s unused applicable Annual Award Limit for Restricted Stock or Restricted Stock Units as of the close of the previous Plan Year.

Restricted Stock and Restricted Stock Units. In the event of a Change in Control in which the Participant’s outstanding Restricted Stock and Restricted Stock Units granted under the Plan are assumed or replaced as provided in [Section 11(b)(1)] above, a fraction of such outstanding Restricted Stock and Restricted Stock Units granted under the Plan will vest (and any restrictions on that fraction of such Awards shall lapse) and the remainder of the Awards will terminate if, within two years after the Change in Control and during the vesting period of the Restricted Stock and Restricted Stock Units, the Participant’s employment:

(k) “Grant Instrument” means the document given by the Company to an employee and nonemployee director governing a grant of Restricted Stock Units.