International Business Machines Corporation ("IBM")






  






	
   

   

   

   

   

  	
  EXHIBIT 10.1

   

   

  International Business Machines Corporation
  ("IBM")

   

  Equity
  Award Agreement

  
	
  Plan

  	
  [IBM 1999 Long-Term Performance Plan
  (the "Plan")]

   

  
	
  Award
  Type

  	
  Performance Share Units (PSUs)

   

  
	
  Purpose

  	
  The purpose of this Award  is to retain selected
  executives.  You recognize that this Award represents  a
  potentially significant benefit to you and is 
  awarded for the purpose stated here.

   

  
	
  Awarded to

  Home Country 

  Global ID

  	
  Sample

  United
   States (USA) [Employee ID]

  [Global
  ID]

  
	
  Award Agreement

  	
  This
  Equity Award Agreement, together with the “Terms and Conditions of Your
  Equity Award: Effective June 9, 2014” (“Terms and Conditions”) document and
  the Plan http://w3.ibm.com/hr/exec/comp/eq_prospectus.shtml,
  both of which are incorporated herein by reference, together constitute the
  entire agreement between you and IBM with respect to your Award. This Equity Award Agreement shall be governed by the laws of
  the State of New York, without regard to conflicts or choice of law rules or
  principles.

   

  
	
  Grant

  	
  Date
  of Grant        # PSUs Awarded                   Performance Period              Date
  of Payout

  [month
  day year]           [amount]                                         [dates]                              
  [date]

  [month
  day year]           [amount]                                         [dates]                              
  [date]

  [         
  “             ]           [     “     ]                                        
  [   “   ]                                [  “   ]

   

   

  
	
  Vesting 

  	
  You can earn the PSUs awarded above based on IBM’s
  performance in achieving cumulative business targets of earnings-per-share
  and cash flow, weighted 70/30 respectively, over the 3-year Performance
  Period applicable to the award. Performance against each of the targets will
  be subject to separate payout calculations according to the following table (which
  will be applied separately for each award of PSUs listed above): 

   

  % of Target                  <70%     70%    
  80%     90%     100%     110%     >120% 

  %
  of PSUs earned           0%     25%     50%     75%     100%     125%      
  150% 

   

  
	
  Payout of Awards

  	
  Following the Date of Payout, the Company shall
  either (a) deliver to you a number of shares of Capital Stock equal to the
  number of your earned PSUs, or (b) make a cash payment to you equal to the
  Fair Market Value on the Date of Payout of the number of your earned PSUs at
  the end of the Performance Period, in either case, net of any applicable tax
  withholding, and the respective PSUs shall thereafter be canceled.  

   

  All
  payouts under this Award are subject to the provisions of the Plan, this
  Agreement and the Terms and Conditions document, including those relating to
  the cancellation and rescission of awards.

   

  
	
  Terms
  and Conditions 

  of
  Your Equity Award

   

  	
  Refer to the Terms and Conditions document
    http://w3.ibm.com/hr/exec/comp/eq_prospectus.shtml
  for
  an explanation of the terms and conditions applicable to your Award,
  including those relating to:

   

  ·         
  Cancellation
  and rescission of awards (also see below)

  ·         
  Jurisdiction,
  governing law, expenses and taxes

  ·         
  Non-solicitation
  of Company employees and clients, if applicable

  ·         
  Treatment
  of your Award in the event of death or disability or leave of absence 

  ·         
  Treatment
  of your Award upon termination of employment, including retirement or for
  cause, (i) if you are on the performance team, or any successor team
  thereto, and (ii) under all other circumstances.

   

  It is strongly recommended that you
  print the Terms and Conditions document for later reference.

   

  






 


 


  






1












  






	
   

  Cancellation and Rescission

  	
   

  You
  understand that IBM  may
  cancel, modify, rescind, suspend, withhold or otherwise limit or restrict
  this Award  in accordance with the terms of the Plan, including,
  without limitation, canceling or rescinding this Award  if you render services for a competitor prior to, or
  during the Rescission Period.  You understand that the Rescission Period that
  has been established is 12 months.  Refer to the Terms and Conditions document and the Plan for further details.

   

  
	
  Data
  Privacy, Electronic Delivery

  	
  By accepting this Award, you agree that
  data, including your personal data, necessary to administer this Award may be
  exchanged among IBM and its subsidiaries and affiliates as necessary, and
  with any vendor engaged by IBM to administer this Award, subject to the Terms
  and Conditions document; you also consent to receiving information and
  materials in connection with this Award or any subsequent awards under IBM's  long-term performance plans, including without
  limitation any prospectuses and plan documents, by any means of electronic
  delivery available now and/or in the future (including without limitation by
  e-mail, by Web site access and/or by facsimile), such consent to remain in
  effect unless and until revoked in writing by you.

   

  
	
  Extraordinary
  Compensation

  	
  Your participation in the Plan is voluntary.  The value of this Award is an
  extraordinary item of income, is not part of your normal
  or expected compensation and shall not be
  considered in calculating any severance,
  redundancy, end of service payments, bonus, long-service awards, pension,
  retirement or other benefits or similar payments.  The Plan is
  discretionary in nature.  This Award is a one-time
  benefit that does not create any contractual or other right to receive
  additional awards or other benefits in the future. 
  Future grants, if any, are at the sole grace and discretion of IBM,
  including but not limited to, the timing of the grant, the number of units
  and vesting provisions.  This Equity Award Agreement is not part of your
  employment agreement, if any.  

   

  
	
  Accept
  Your Award

  	
  This Award is considered valid when you
  accept it.  This Award will be cancelled unless you accept it by 11:59 p.m.
  Eastern time two business days prior to the end of the Performance Period in
  the “Grant” 
  section of this Agreement. By pressing the Accept button below to accept your
  Award, you acknowledge having received and read this Equity Award Agreement,
  the Terms and Conditions document and the Plan under which this Award was
  granted and you agree (i) not
  to hedge the economic risk of this Award or any previously-granted
  outstanding awards, which includes entering into any derivative transaction
  on  IBM securities (e.g., any short sale, put, swap, forward, option,
  collar, etc.), (ii) to comply with the
  terms of the Plan, this Equity Award Agreement and the Terms and Conditions
  document, including those provisions relating to cancellation and rescission
  of awards and jurisdiction and governing law, and (iii) that by your
  acceptance of this Award, all awards previously granted to you under the Plan
  or other IBM Long-Term Performance Plans are subject to (A) the
  "Cancellation and Rescission" section of this Agreement (unless
  your previous award agreement(s) specified a longer Rescission Period, in
  which case such longer period will apply) and the “Cancellation and
  Rescission” section of the Terms and Conditions document and (B) any other
  cancellation, rescission or recovery required by applicable laws, rules,
  regulations or standards, including without limitation any requirements or
  standards of the U.S. Securities and Exchange Commission or the New York
  Stock Exchange.

   

   

  






 


 


 








2