Exhibit 10.1






  





Exhibit
10.1


 


 


 


 


IBM


 


 


 


TERMS AND CONDITIONS OF YOUR
EQUITY AWARD: 


EFFECTIVE JUNE 8, 2016


 


 


 


 


 


 


 


 


 


 


 


  





 







 












  








	
  Terms and Conditions of Your Equity Award

  	 	 
	 	 	 
	
  Table of Contents

  	 	 
	 	 	 
	
  Page

  
	 	 
	
  1.    Introduction 

  	
  2

  
	 	 
	
  2.   How to Use This Document

  	
  2

  
	 	 
	
  3.   Definition of Terms

  	
  3

  
	 	 
	
  4.   Provisions that apply to all Award types and all countries

  	
  4

  
	 	 
	
  5.   Provisions that apply to all Award types but not all countries

  	
  5

  
	 	 
	
  6.  Provisions that apply to specific Award types for all countries

  	 
	
  a. Restricted Stock Units
  (“RSUs”) including Cash-Settled RSUs

  	 
	
  and Retention RSUs (“RRSUs”)

  	 	
  6

  
	
  i.   
  All RSUs

  	 	 
	
  ii. 
  RSUs Other Than Cash-Settled RSUs and Cash-Settled RRSUs

  
	
  iii. Cash-Settled
  RSUs including Cash-Settled RRSUs

  	 	 
	
  b. Restricted Stock

  	 	
  7

  
	
  c. Stock Options (“Options”)
  and Stock Appreciation Rights (“SARs”)

  	 	
  9

  
	
  i.    
  All Option and SAR Awards

  	 	 
	
  ii.   
  All SAR Awards

  	 	 
	
  d.
  Performance Share Units (“PSUs”)   

  	 	
  11

  
	
   

  7.   Provisions that apply to specific countries

  	
  12

  
	
  a. Denmark

  	 	 
	
  b. Israel

  	 	 

















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Terms and Conditions of Your Equity Award


 


Introduction


This document provides you with the terms and
conditions of your Award that are in addition to the terms and conditions contained in your Equity Award
Agreement for your specific
Award. Also, your Award is subject to the terms and conditions in the governing
plan document; the applicable document is
indicated in your Equity Award Agreement and can be found at http://w3.ibm.com/hr/exec/comp/eq_prospectus.shtml. 


As an Award recipient, you can see a
personalized summary of all your outstanding equity grants in the “Personal
statement” section of the IBM executive compensation web site (http://w3.ibm.com/hr/exec/comp). This site also contains other information about long-term incentive awards, including
copies of the prospectus (the governing plan document). If you have additional questions and you are based in
the U.S., you can call the
Employee Service Center at 800-796-9876 (or 919-784-8646) weekdays, from 8:00 a.m. to 8:00 p.m. Eastern time (TTY
available at 800-426-6537). If you are based in another country you can call your local IBM Employee Service
Center.


How to Use This Document


Terms and conditions that apply to all awards
in all countries can be found on page 4. Review these in addition to any award- or country-specific terms and
conditions that may be
listed. Once you have reviewed these general terms, check in your Equity Award Agreement for any award-specific
and/or country-specific terms that apply to your Award.













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Terms and Conditions of Your Equity Award: 

Definition of Terms


The following are defined terms in the Long-Term
Performance Plan and/or your Equity Award
Agreement. These are provided for your information. See the Plan prospectus and your Equity Award Agreement for more details.


“Awards” -- The grant of any form of stock option, stock
appreciation right, stock or cash award, whether granted singly, in combination or in tandem, to a
Participant pursuant to such
terms, conditions, performance requirements, limitations and restrictions as
the Committee may establish in order to fulfill
the objectives of the Plan.


"Board" -- The Board of Directors of
International Business Machines Corporation ("IBM"). 


"Capital Stock" -- Authorized and issued or
unissued Capital Stock of IBM, at such par value as may be established from time to time.


“Committee”
-- The committee designated by the Board to administer the Plan.


"Company" -- IBM and its affiliates and
subsidiaries including subsidiaries of subsidiaries and partnerships and other business ventures in which IBM
has an equity interest. 


“Equity Award Agreement” – The document provided to the
Participant which provides the grant details.


"Fair Market Value" -- The average
of the high and low prices of Capital Stock on the New York Stock Exchange for the date in
question, provided that, if no sales of Capital Stock were made on said exchange on that date, the
average of the high and low prices of Capital Stock as reported for the most recent preceding day on which
sales of Capital Stock were made on said
exchange.


"Participant" -- An individual to whom an Award
has been made under the Plan. Awards may be made to any employee of, or any other individual providing
services to, the Company.
However, incentive stock options may be granted only to individuals who are employed by IBM or by a subsidiary
corporation (within the meaning of section 424(f) of the Code) of IBM, including a subsidiary
that becomes such after the adoption of the Plan. 


“Plan”
-- Any IBM Long-Term Performance Plan.













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Terms and Conditions of Your Equity Award: 

Provisions that apply to all Award types
and all countries


The following terms apply to all countries
and for all Award types (Restricted Stock Units, Cash-Settled Restricted Stock Units, Restricted Stock, Stock
Options, Stock Appreciation Rights
and Performance Share Units).


Cancellation and Rescission


All determinations regarding enforcement, waiver or
modification of the cancellation and rescission and other provisions of the
Plan and your Equity Award Agreement (including the provisions relating to termination of employment, death
and disability) shall
be made in IBM’s sole discretion. Determinations made under your Equity Award Agreement and the Plan need not be
uniform and may be made selectively among individuals, whether or not such
individuals are similarly situated.


You agree that the cancellation and
rescission provisions of the Plan and your Equity Award Agreement are reasonable and agree not
to challenge the reasonableness of such provisions, even where forfeiture of your Award is the penalty for
violation.


Jurisdiction, Governing Law, Expenses and Taxes


Your 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. You submit to
the exclusive jurisdiction and venue of the
federal or state courts of New York, County of Westchester, to resolve all issues that may arise out of
or relate to your Equity Award Agreement. 


If any court of competent jurisdiction finds
any provision of your Equity Award Agreement, or portion thereof, to be unenforceable, that provision
shall be enforced to the maximum extent
permissible so as to effect the intent of the parties, and the remainder of your Equity Award Agreement shall
continue in full force and effect.


If you or the Company brings an action to
enforce your Equity Award Agreement and the Company prevails, you will pay all costs and expenses incurred by
the Company in connection with
that action and in connection with collection, including reasonable attorneys’ fees.


If the Company, in its sole discretion,
determines that it has incurred or will incur any obligation to withhold taxes as a result of
your Award, without limiting the Company’s rights under Section 9 of the Plan, the Company may withhold the number
of shares that it determines
is required to satisfy such liability and/or the Company may withhold amounts from other compensation to the extent
required to satisfy such liability under federal,
state, provincial, local, foreign or other tax laws. To the extent that such amounts are not withheld, the Company may require
you to pay to the Company any amount
demanded by the Company for the purpose of satisfying such liability.













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Terms and Conditions of Your Equity Award: 

Provisions that apply to all Award types
but not all countries


The following provision applies to all Award
types (Restricted Stock Units, Cash-Settled Restricted Stock Units, Restricted Stock, Stock Options, Stock
Appreciation Rights and
Performance Share Units) granted to all individuals in all countries except
those with a home country of Latin America, specifically: Argentina, Bolivia,
Brazil, Chile, Columbia, Costa Rica, Ecuador, Mexico,
Paraguay, Peru, Uruguay, and Venezuela. 


Non-Solicitation


In consideration of your Award, you agree
that during your employment with the Company and for two years following the
termination of your employment for any reason, you
will not directly or indirectly hire, solicit or make an offer to any employee of the Company to be employed or perform
services outside of the Company.
Also, you agree that during your employment with the Company and for one year following the termination of your
employment for any reason, you will not directly or indirectly, solicit, for
competitive business purposes, any customer of the Company with which you were
involved as part of your job responsibilities during the last year of your employment with the Company. By
accepting your Award, you acknowledge
that the Company would suffer irreparable harm if you fail to comply with the foregoing, and that the Company would be
entitled to any appropriate relief, including
money damages, equitable relief and attorneys’ fees.













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Terms and Conditions of Your Equity Award: 

Provisions that apply to specific Award
types for all countries


a. Restricted Stock Units (“RSUs”) including
Cash-Settled RSUs and Retention RSUs (“RRSUs”)


All references in this document to RSUs
include RRSUs, unless explicitly stated otherwise 


i. All RSUs


Termination of Employment including Death, Disability and Leave of Absence 


Termination
of Employment


In the event you cease to be an employee (other than on
account of death or are disabled
as described in Section 12 of the Plan) prior to the Vesting Date(s) set in your Equity Award Agreement, all then
unvested RSUs, including RRSUs, under your Award shall be canceled.


However, your unvested and/or outstanding RSUs, but not
RRSUs, will continue to
vest upon the termination of employment if all of the following criteria are
met:


·         
You are on the performance team, or any successor
team thereto, at the time of
termination of employment;


·         
You have completed at least one year of
active service since the award date of grant;


·         
You have reached age 55 with 15 years of
service at the time of termination of employment (age 60 with 15 years of service for the Chairman and
CEO); and 


·         
Appropriate senior management, the Committee
or the Board, as appropriate, do
not exercise their discretion to cancel or otherwise limit the vesting of the RSUs. 


Death or
Disability


Upon your death all RSUs covered by this Agreement shall
vest immediately and your
Vesting Date shall be your date of death. If you are disabled as described


in Section 12 of the Plan, your RSUs shall continue to
vest according to the terms
of your Award.


Leave of Absence


In the event of a management approved leave of absence,
any unvested RSUs shall
continue to vest as if you were an active employee of the Company, subject to the terms in this document and your Equity
Award Agreement. If you return to













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Terms and Conditions of Your Equity Award: 

Provisions that apply to specific Award
types for all countries


active status, your unvested RSUs will
continue to vest in accordance with the terms in this document and your Equity Award Agreement.


Dividend Equivalents


IBM shall not pay dividend equivalents on
cash-settled or stock-settled unvested RSU awards.


ii.     
RSUs Other Than Cash-Settled RSUs
and Cash-Settled RRSUs


Settlement of Award


Subject to Sections 12 and 13 of the Plan and
the section "Termination of Employment including Death, Disability and Leave of Absence" above,
upon the Vesting Date(s), or as soon thereafter as may
be practicable but in no event later than March 15 of the following calendar
year, IBM shall make a payment to Participant in shares of Capital Stock equal to the number of vested
RSUs, subject to any applicable tax withholding
requirements as described in Section 9


of the Plan, and the respective RSUs shall thereupon be canceled.
RSUs are not shares of Capital Stock and do
not convey any stockholder rights.


iii.     Cash-Settled RSUs including Cash-Settled RRSUs


Settlement of Award


Subject to Sections 12 and 13 of the Plan and
the section entitled "Termination of Employment including Death,
Disability and Leave of Absence" above, upon the Vesting Date(s), or as soon thereafter as may
be practicable but in no event later than March 15 of the following calendar year, the Company shall make a payment to Participant in cash equal to the
Fair Market Value of the vested


RSUs, subject to any applicable tax
withholding requirements as described in Section 9 of the Plan, and the respective RSUs shall thereupon be
canceled. Fair Market Value
will be calculated in your home country currency at the exchange rate on the applicable Vesting Date
using a commercially reasonable measure of
exchange rate. RSUs are not shares of Capital Stock and do not convey any stockholder rights.


b. Restricted Stock


Settlement of Award


Subject to Sections 12 and
13 of the Plan and the paragraph entitled


"Termination of Employment including
Death, Disability or Leave of Absence" below, upon
the Vesting Date(s), or as soon thereafter as may be practicable but in no event later than March 15 of the following
calendar year, the shares of Restricted
Stock awarded under your Equity Award Agreement will be deliverable


to
you, subject to any applicable tax withholding requirements as described in Section 9 of the Plan.


 






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Terms and Conditions of Your Equity Award: 

Provisions that apply to specific Award
types for all countries


Termination of Employment including Death, Disability and Leave of Absence 


Termination
of Employment


In the event you cease to be an employee
(other than on account of death or are disabled as described in Section 12 of the Plan) prior to the Vesting
Date(s) in


your Equity Award Agreement, all then
unvested shares of Restricted Stock under your Award shall be canceled (unless
your Equity Award Agreement provides
otherwise).


Death or
Disability


Upon your death all unvested shares of
Restricted Stock covered by your Equity Award
Agreement shall vest immediately and your Vesting Date shall be your date of death. If you are disabled as described
in Section 12 of the Plan, your unvested shares of Restricted Stock shall
continue to vest according to the terms of your Equity Award Agreement.


Leave of Absence


In the event of a management approved leave of
absence, any unvested shares of
Restricted Stock shall continue to vest as if you were an active employee of


the Company, subject to the terms in this
document and your Equity Award Agreement.
If you return to active status, your unvested shares of Restricted Stock will continue to vest in accordance
with the terms in this document and your Equity Award Agreement.


Dividends and
Other Rights


During the period that the Restricted Stock is
held by IBM hereunder, such stock


will remain on the books of IBM in your name,
may be voted by you, and any applicable
dividends shall be paid to you. Shares issued in stock splits or similar events which relate to Restricted Stock then
held by IBM in your name shall be issued in your name but shall be held by IBM under the terms hereof.


Transferability


Shares of Restricted Stock awarded under
your Equity Award Agreement cannot be sold,
assigned, transferred, pledged or otherwise encumbered prior to the vesting of your Award as set forth in your Equity
Award Agreement and any such sale,
assignment, transfer, pledge or encumbrance, or any attempt thereof, shall be
void.













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Terms and Conditions of Your Equity Award: 

Provisions that apply to specific Award
types for all countries


c. Stock Options (“Options”) and Stock
Appreciation Rights (“SARs”) 


i. All Option and SAR Awards


Termination of Employment including Death, Disability and Leave of Absence 


Termination
of Employment


In the event you cease to be an employee
(other than on account of death or are disabled as described in Section 12 of the Plan):


·       
Any Options or SARs that are not exercisable
as of the date your employment
terminates shall be canceled immediately (unless your Equity Award Agreement provides otherwise), and


·       
Any Options or SARs that are exercisable as
of the date your employment terminates
(other than for cause) will remain exercisable for 90 days (not three months) after the date of termination,
after which any unexercised Options
or SARs are canceled; provided, however, if you are a banded executive when your employment with the Company
terminates (other than
for cause) after you have attained age 55 and completed at least 15 years of service with the Company at the
time of termination, any Options or SARs that are exercisable as of the date your employment terminates shall remain exercisable for the full term
as in your Equity Award Agreement (unless your Equity Award Agreement provides
otherwise).


Death or
Disability


In the event of your death, all Options or
SARs shall become fully exercisable and remain exercisable for their full term.


In the event you are disabled (as described
in Section 12 of the Plan), any unvested Options or SARs shall continue to vest and be exercisable.













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Terms and Conditions of Your Equity Award: 

Provisions that apply to specific Award
types for all countries


Leave of Absence


In the event of a management approved leave of absence,
any unvested Options or SARs
shall continue to vest and be exercisable as if you were an active employee of the Company, subject to
the terms in this document and your
Equity Award Agreement. If you return to active status, your Options or SARs will continue to vest and be exercisable
in accordance with their terms. If you do not return to active status,


·         
Your unvested Options or SARs will be
canceled immediately; and


·         
Your vested Options or SARs will be canceled
on the later of the 91st day following your last day of active employment or the date of the
termination of your leave of
absence; provided, however, if you are a banded executive when your employment terminates (other than for
cause) after you have attained
age 55 and completed at least 15 years of service with the Company at the time of termination, any
Options or SARs that are exercisable
as of the date your employment terminates shall remain exercisable for the full term as in your
Equity Award Agreement.


Termination of
Employment for Cause


If your employment terminates for cause, all exercisable
and not exercisable Options
or SARs are canceled immediately.


ii. All SAR Awards


Settlement of Award


Upon exercise, the Company shall deliver an aggregate
amount, in cash, equal
to the excess of the Fair Market Value of a share of Capital Stock on the date of exercise over the Exercise Price
set forth in your Equity Award Agreement multiplied by the number of SARs
exercised, subject to any applicable
tax withholding requirements as described in Section 9 of the Plan. The value of the Award will be calculated in
your home country currency at the
exchange rate on the date the Award becomes fully vested using a commercially reasonable measure of exchange
rate.













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Terms and Conditions of Your Equity Award: 

Provisions that apply to specific Award
types for all countries


d. Performance
Share Units (“PSUs”)


Termination of Employment, including Death and Disability, and Leave of
Absence 


Termination
of Employment and Leave of Absence


If you cease to be an active, full-time employee for any
reason (other than on account
of death or are disabled as described in Section 12 of the Plan) before the Date of Payout (in the case of a
recipient in the United States, at year end of


the applicable PSU Performance Period), all PSUs are
canceled immediately provided,
however, if you are a banded executive when your employment terminates (other
than for cause) after you have attained age 55, completed at least 15 years of
service with the Company at the time of termination, and completed at least one year of active
service during the PSU Performance Period (as set forth in your Equity Award Agreement), the PSUs granted


hereunder shall be paid out on the Date of Payout (as set
forth in your Equity Award
Agreement) based on IBM performance over the entire applicable


Performance Period(s), in an amount that will be prorated
for the number of months
completed as an active executive during the PSU Performance Period, adjusted for the performance score.


However, your unvested PSUs will continue to
vest upon termination of employment
or the time you cease to be an active, full-time employee if all of the
following criteria are met:


You are on the performance team, or any
successor team thereto, at the time of termination of employment or the time you cease to be an active,
full-time employee; 


You have completed at least one year of
active service during the PSU Performance
Period (as set forth in your Equity Award Agreement);


You have reached age 55 with 15 years of service at the
time of termination of
employment or the time you cease to be an active, full-time employee (age 60
with 15 years of service for the Chairman and CEO);


The Committee has certified that all performance
conditions have been met; and 


Appropriate senior management, the Committee or the
Board, as appropriate,


do not exercise their discretion to cancel or
otherwise limit the payout.


Death or
Disability


Prior to the Date of Payout, (i) in the event of your
death or (ii) if you are disabled (as described in Section 12 of the Plan), all PSUs shall continue to
vest


according to the terms of your Equity Award
Agreement and the PSUs will be paid out at the end of the Performance Period
based on IBM performance over the
entire applicable Performance Period(s).













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Terms and Conditions of Your Equity Award: Provisions that apply to specific countries 


 


a. Denmark


i. All Awards


Non-Solicitation


The following part of the above non-solicitation
provision does not apply to those individuals with the home country of Denmark: “In consideration of your
Award,


you agree that during your employment with the Company
and for two years following
the termination of your employment for any reason, you will not directly or indirectly hire, solicit or make an offer
to any employee of the Company to be employed or perform services outside of the Company.”


 


 


            b. Israel 


 


i. All Awards


 


Data Privacy


In addition to the data privacy provisions in your Equity
Award Agreement, 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 (including
transferring such data out of the country of origin both in and out of the
EEA), and with any vendor engaged by IBM to administer this Award.








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