Exhibit 10.9


 


Kyndryl 2021 Long-Term Performance Plan


 


1. Objectives.


 


The Kyndryl 2021 Long-Term Performance Plan (the “Plan”)
is designed to attract, motivate and retain selected employees of, and other individuals providing services to, the Company. These objectives
are accomplished by making long-term incentive and other awards under the Plan, thereby providing Participants with a proprietary interest
in the growth and performance of the Company.


 


2. Definitions.


 


(a) “Assumed Award” – An award granted to certain
employees, officers, and directors of the Company and its subsidiaries under a Prior Plan, which award is assumed by the Company and converted
into an Award in connection with the Spin-Off, pursuant to the terms of the Employee Matters Agreement.


 


(b) “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.


 


(c) “Award Agreement” – An agreement between
the Company and a Participant that sets forth the terms, conditions, performance requirements, limitations and restrictions applicable
to an Award.


 


(d) “Beneficial Ownership” – Beneficial ownership
within the meaning of Rule 13d-3 promulgated under Section 13 of the Exchange Act.


 


(e) “Board” – The Board of Directors of Kyndryl.


 


(f) “Cause”
 – As reasonably determined by Kyndryl, the occurrence of any of the following: (i) embezzlement, misappropriation of corporate
funds or other material acts of dishonesty; (ii) commission or conviction of any felony or of any misdemeanor involving moral turpitude,
or entry of a plea of guilty or nolo contendere to any felony or misdemeanor (other than a minor traffic violation or other minor
infraction); (iii) engagement in any activity that the employee knows or should know could harm the business or reputation of the
Company; (iv) failure to adhere to the Company’s corporate codes, policies or procedures; (v) a breach of any covenant
in any employment agreement or any intellectual property agreement, or a breach of any other provision of the employment agreement, in
either case if the breach is not cured to the Company’s satisfaction within a reasonable period after notice of the breach (no notice
and cure period is required if the breach cannot be cured); (vi) failure to perform duties or follow management direction, which
failure is not cured to the Company’s satisfaction within a reasonable period of time after a written demand for substantial performance
is delivered to (no notice or cure period is required if the failure to perform cannot be cured); (vii) violation of any statutory,
contractual or common law duty or obligation to the Company, including, without limitation, the duty of loyalty; (viii) rendering
of services for any organization or engaging directly or indirectly in any business which is or becomes competitive with the Company,
or which organization or business, or the rendering of services to such organization or business, is or becomes otherwise prejudicial
to or in conflict with the interests of the Company; or (ix) acceptance of an offer to engage in or associate with any business which
is or becomes competitive with the Company; provided, however, that the mere failure to achieve performance objectives shall
not constitute Cause.


 


(g) “Change in Control”
 – Unless the applicable Award Agreement or the Committee provides otherwise, the first to occur of any of the following events:


 


		(i)	the acquisition by any Person or related “group” (as such term is used in Section 13(d) and Section 14(d) of
the Exchange Act) of Persons, or Persons acting jointly or in concert, of Beneficial Ownership (including control or direction) of more
than 50% (on a fully diluted basis) of either (A) the then-outstanding shares of Common Stock, including shares of Common Stock issuable
upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire
such shares of Common Stock or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to
vote in the election of Directors (the “Outstanding Company Voting Securities”), but excluding any acquisition by the Company
or any of its affiliates, its Permitted Transferees or any of their respective affiliates or by any employee benefit plan sponsored or
maintained by the Company;



 






    


     


    

 


		(ii)	a change in the composition of the Board such that members of the Board during any consecutive 24-month period (the “Incumbent
Directors”) cease to constitute a majority of the Board. Any person becoming a Director through election or nomination for election
approved by a valid vote of at least a majority of the Incumbent Directors shall be deemed an Incumbent Director; provided, however,
that no individual becoming a Director as a result of an actual or threatened election contest, as such terms are used in Rule 14a-12
of Regulation 14A promulgated under the Exchange Act, or as a result of any other actual or threatened solicitation of proxies or consents
by or on behalf of any person other than the Board, shall be deemed an Incumbent Director;



 


		(iii)	the approval by the stockholders of the Company of a plan of complete dissolution or liquidation of the Company; or



 


		(iv)	the consummation of a reorganization, recapitalization, merger, amalgamation, consolidation, statutory share exchange or similar form
of corporate transaction involving (x) the Company or (y) any of its subsidiaries, but in the case of this clause (y) only
if Outstanding Company Voting Securities are issued or issuable (a “Business Combination”), or sale, transfer or other disposition
of all or substantially all of the business or assets of the Company to an entity that is not an affiliate of the Company (a “Sale”),
unless immediately following such Business Combination or Sale: (A) more than 50% of the total voting power of the entity resulting
from such Business Combination or the entity that acquired all or substantially all of the business or assets of the Company in such Sale
(in either case, the “Surviving Company”), or the ultimate parent entity that has Beneficial Ownership of sufficient voting
power to elect a majority of the board of directors (or analogous governing body) of the Surviving Company (the “Parent Company”),
is represented by the Outstanding Company Voting Securities that were outstanding immediately prior to such Business Combination or Sale
(or, if applicable, is represented by shares of Common Stock into which the Outstanding Company Voting Securities were converted pursuant
to such Business Combination or Sale), and such voting power among the holders thereof is in substantially the same proportion as the
voting power of the Outstanding Company Voting Securities among the holders thereof immediately prior to the Business Combination or Sale,
(B) no Person (other than any employee benefit plan sponsored or maintained by the Surviving Company or the Parent Company) is or
becomes the beneficial owner, directly or indirectly, of more than 50% of the total voting power of the outstanding voting securities
eligible to elect members of the board of directors (or the analogous governing body) of the Parent Company (or, if there is no Parent
Company, the Surviving Company) and (C) at least a majority of the members of the board of directors (or the analogous governing
body) of the Parent Company (or, if there is no Parent Company, the Surviving Company) following the consummation of the Business Combination
or Sale were Board members at the time of the Board’s approval of the execution of the initial agreement providing for such Business
Combination or Sale.



 


(h) “Common Stock” or “stock” –
Authorized and issued or unissued Common Stock of Kyndryl, at such par value as may be established from time to time.


 


(i) “Code” – The Internal Revenue Code of 1986,
as amended from time to time.


 


(j) “Committee” – The committee designated by
the Board to administer the Plan.


 


(k) “Company” – Kyndryl and its affiliates and
subsidiaries including subsidiaries of subsidiaries and partnerships and other business ventures in which Kyndryl has an equity interest.


 






    2


     


    

 


(l) “Director” – Any member of the Board.


 


(m) “Exchange Act” – The U.S. Securities Exchange
Act of 1934, as amended, and any successor thereto. References to any section of (or rule promulgated under) the Exchange Act shall
be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or successors
thereto.


 


(n) “Fair Market Value” – The average of the
high and low prices of Common Stock on the New York Stock Exchange for the date in question, provided that, if no sales of Common Stock
were made on said exchange on that date, the average of the high and low prices of Common Stock as reported for the most recent preceding
day on which sales of Common Stock were made on said exchange.


 


(o) “Kyndryl” – Kyndryl Holdings, Inc.


 


(p) “Participant” – An individual to whom an
Award has been made under the Plan. Awards may be made to (i) any employee of, or any other individual providing services to, the
Company, or (ii) any prospective employee or other service provider of the Company who has accepted an offer of employment or service
from the Company. However, incentive stock options may be granted only to individuals who are employed by Kyndryl or by a subsidiary corporation
(within the meaning of section 424(f) of the Code) of Kyndryl, including a subsidiary that becomes such after the adoption of the
Plan.


 


(q)  “Performance Period” – A multi-year period
of no more than five consecutive calendar years over which one or more of the performance criteria listed in Section 6 shall be measured
pursuant to the grant of Long-Term Performance Incentive Awards (whether such Awards take the form of stock, stock units or equivalents
or cash). Performance Periods may overlap one another, but no two Performance Periods may consist solely of the same calendar years.


 


(r) “Permitted Transferee” – A Person to whom
an Award may be transferred in accordance with Section 10.


 


(s) “Person” – A “person” as defined
in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that
such term shall not include (i) the Company, (ii) a trustee or other fiduciary holding securities under an employee benefit
plan of the Company, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) a
corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership
of shares of Common Stock of the Company.


 


(t) “Prior Plans” – Any Long-Term Performance
Plan of International Business Machines Corporation.


 


(u) “Spin-Off” – The distribution of shares
of Common Stock to the stockholders of International Business Machines Corporation in 2021 pursuant to the Separation and Distribution
Agreement and the Employee Matters Agreement between the Company and International Business Machines Corporation entered into in connection
with such distribution.


 


(v) “Substitute Awards” – An Award granted under
the Plan upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity in
connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock; provided,
however, that in no event shall the term “Substitute Award” be construed to refer to an award made in connection with
the cancellation and repricing of an option or stock appreciation right.


 


3. Common Stock Available for Awards.


 


The number of shares of Common Stock that may be issued under the Plan
for Awards granted wholly or partly in stock during the term of the Plan is 22,400,000, which includes the number of shares of Common Stock subject
to the Assumed Awards. Shares of Common Stock may be made available from the authorized but unissued shares of the Company or from shares
held in the Company’s treasury and not reserved for some other purpose. For purposes of determining the number of shares of Common
Stock issued under the Plan, no shares shall be deemed issued until they are actually delivered to a Participant, or such other person
in accordance with Section 10. Shares covered by Awards that either wholly or in part are not earned, or that expire or are forfeited,
terminated, canceled, settled in cash, payable solely in cash or exchanged for other awards, shall be available for future issuance under
Awards. However, shares of Common Stock tendered to or withheld by the Company in connection with the exercise of stock options or SARs,
or the payment of tax withholding on any Award, shall not be available for future issuance under Awards. The maximum amount (based on
the fair value of shares of Common Stock underlying Awards on the grant date as determined in accordance with applicable financial accounting
rules) of Awards that may be granted in any single fiscal year to any non-employee member of the Board, taken together with any cash fees
paid to such non-employee member of the Board during such fiscal year, shall be $750,000.


 






    3


     


    

 


Substitute Awards shall not reduce the shares of Common Stock authorized
for grant under the Plan. Additionally, in the event that a company acquired by the Company or any affiliate or with which the Company
or any affiliate combines has shares available under a pre-existing plan approved by stockholders and not approved in contemplation of
such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent
appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine
the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards
under the Plan and shall not reduce the shares of Common Stock authorized for grant under the Plan; provided that Awards using
such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan,
absent the acquisition or combination, and shall only be made to individuals who were not employed by or providing services to the Company
immediately prior to such acquisition or combination.


 


4. Administration.


 


The Plan shall be administered by the Committee, which shall have full
power to select Participants, to interpret the Plan, to grant waivers of Award restrictions, to continue, accelerate or suspend exercisability,
vesting or payment of an Award and to adopt such rules, regulations and guidelines for carrying out the Plan as it may deem necessary
or proper. These powers include, but are not limited to, the adoption of modifications, amendments, procedures, subplans and the like
as necessary to comply with provisions of the laws and regulations of the countries in which the Company operates in order to assure the
viability of Awards granted under the Plan and to enable Participants regardless of where employed to receive advantages and benefits
under the Plan and such laws and regulations.


 


5. Delegation of Authority.


 


The Committee may delegate to officers of the Company its duties, power
and authority under the Plan pursuant to such conditions or limitations as the Committee may establish, except that only the Committee
or the Board may select, and grant Awards to, Participants who are subject to Section 16 of the Securities Exchange Act of 1934.


 


6. Awards.


 


The Committee shall determine the type or types of Award(s) to
be made to each Participant and shall set forth in the related Award Agreement the terms, conditions, performance requirements, and limitations
applicable to each Award. Awards may include but are not limited to those listed in this Section 6. Notwithstanding anything to the
contrary herein, and subject to Section 15, Awards shall be subject to a condition that vesting of (or lapsing of restrictions on)
such Award will not occur until at least the first anniversary of the date of grant; provided, however, that the Committee
may, in its sole discretion, (i) accelerate the vesting of Awards or otherwise lapse or waive such minimum vesting condition in connection
with (A) the Participant’s termination of employment (including as a result of death, disability or retirement) or (B) a
Change in Control (subject to the requirements of Section 15) and (ii) grant Awards that are not subject to the minimum vesting
condition with respect to (A) 5% or less of the total shares of Common Stock available for Awards (as set forth in Section 3,
as may be adjusted pursuant to Section 14), (B) Awards made to non-employee members of the Board that
occur in connection with the Company’s annual meeting of stockholders, and which vest on the earlier of the one-year anniversary
of the date of grant or the date of the Company’s next annual meeting of stockholders which is at least 50 weeks after the immediately
preceding year’s annual meeting and (C) Substitute Awards that were scheduled to vest within the one year minimum vesting
period. Awards may be granted singly, in combination or in tandem. Awards may also be made in combination or in tandem with, in replacement
or payment of, or as alternatives to, grants, rights or compensation earned under any other plan of the Company, including the plan of
any acquired entity.


 






    4


     


    

 


(a)  Stock
Option – A grant of a right to purchase a specified number of shares of Common Stock the exercise price of which shall be not less
than 100% of Fair Market Value on the date of grant of such right, as determined by the Committee, provided that, in the case of a stock
option granted retroactively in tandem with or as substitution for another award granted under any plan of the Company, the exercise price
may be the same as the purchase or designated price of such other award. A stock option may be in the form of an incentive stock option
(“ISO”) which, in addition to being subject to applicable terms, conditions and limitations established by the Committee,
complies with section 422 of the Code. The number of shares of Common Stock that shall be available for issuance under ISOs granted under
the Plan is limited to 22,400,000.


 


(b)  Stock
Appreciation Right – A right to receive a payment, in cash and/or Common Stock, equal in value to the excess of the Fair Market
Value of a specified number of shares of Common Stock on the date the stock appreciation right (SAR) is exercised over the grant price
of the SAR, which shall not be less than 100% of the Fair Market Value on the date of grant of such SAR, as determined by the Committee,
provided that, in the case of a SAR granted retroactively in tandem with or as substitution for another award granted under any plan of
the Company, the grant price may be the same as the exercise or designated price of such other award


 


(c)  Stock
Award – An Award made in stock and denominated in units of stock. All or part of any stock award may be subject to conditions established
by the Committee, and set forth in the Award Agreement, which may include, but are not limited to, continuous service with Company, achievement
of specific business objectives, increases in specified indices, attaining growth rates, and other comparable measurements of Company
performance. An Award made in stock or denominated in units of stock that is subject to restrictions on transfer and/or forfeiture provisions
may be referred to as an Award of “Restricted Stock” or “Restricted Stock Units”.


 


(d)  Cash
Award – An Award denominated in cash with the eventual payment amount subject to future service and such other restrictions and
conditions as may be established by the Committee, and as set forth in the Award Agreement, including, but not limited to, continuous
service with the Company, achievement of specific business objectives, increases in specified indices, attaining growth rates, and other
comparable measurements of Company performance.


 


7. Payment of Awards.


 


Payment of Awards may be made in the form of cash, stock or
combinations thereof and may include such restrictions as the Committee shall determine. Further, with Committee approval, payments
may be deferred, either in the form of installments or as a future lump-sum payment, in accordance with such procedures as may be
established from time to time by the Committee. Any deferred payment, whether elected by the Participant or specified by the Award
Agreement or the Committee, may require the payment to be forfeited in accordance with the provisions of Section 13. Dividends
or dividend equivalent rights may be extended to and made part of any Award denominated in stock or units of stock (for the
avoidance of doubt, excluding stock options or SARs), subject to such terms, conditions and restrictions as the Committee may
establish; provided, that, notwithstanding anything herein to the contrary, any dividends or dividend equivalents
payable with respect to any Award or any portion of an Award may only be paid to the Participant to the extent the vesting
conditions applicable to such Award or portion thereof are subsequently satisfied and the Award or portion thereof to which such
dividend or dividend equivalent relates, and any dividends or dividend equivalents with respect to any Award or any portion thereof
does not become vested shall be forfeited. The Committee may also establish rules and procedures for the crediting of interest
on deferred cash payments and dividend equivalents for deferred payments denominated in stock or units of stock. At the discretion
of the Committee, a Participant may be offered an election to substitute an Award for another Award or Awards of the same or
different type.


 






    5


     


    

 


8. Stock Option Exercise.


 


The price at which shares of Common Stock may be purchased under a
stock option shall be paid in full in cash at the time of the exercise or, if permitted by the Committee, by means of tendering Common
Stock or surrendering another Award or any combination thereof. The Committee shall determine acceptable methods of tendering Common Stock
or other Awards and may impose such conditions on the use of Common Stock or other Awards to exercise a stock option as it deems appropriate.


 


9. Tax Withholding.


 


Prior to the payment or settlement of any Award, the Participant must
pay, or make arrangements acceptable to the Company for the payment of, any and all federal, state and local tax withholding that in the
opinion of the Company is required by law. The Company shall have the right to deduct applicable taxes from any Award payment and withhold,
at the time of delivery or vesting of shares under the Plan and up to the maximum permissible withholding amounts, an appropriate number
of shares for payment of taxes required by law or to take such other action as may be necessary in the opinion of the Company to satisfy
all obligations for withholding of such taxes.


 


10. Transferability.


 


No Award shall be transferable or assignable, or payable to or exercisable
by, anyone other than the Participant to whom it was granted, except (i) by law, will or the laws of descent and distribution, (ii) as
a result of the disability of a Participant or (iii) that the Committee (in the form of an Award Agreement or otherwise) may permit
transfers of Awards by gift or otherwise to a member of a Participant’s immediate family and/or trusts whose beneficiaries are members
of the Participant’s immediate family, or to such other persons or entities as may be approved by the Committee. Notwithstanding
the foregoing, in no event shall ISOs be transferable or assignable other than by will or by the laws of descent and distribution.


 


11. Amendment, Modification, Suspension
or Discontinuance of the Plan.


 


The Board may amend, modify, suspend or terminate the Plan for the
purpose of meeting or addressing any changes in legal requirements or for any other purpose permitted by law. Subject to changes in law
or other legal requirements that would permit otherwise, the Plan may not be amended without the consent of the holders of a majority
of the shares of Common Stock then outstanding, to (i) increase the aggregate number of shares of Common Stock that may be issued
under the Plan (except for adjustments pursuant to Section 14 of the Plan), (ii) permit the granting of stock options or SARs
with exercise or grant prices lower than those specified in Section 6, (iii) reduce the exercise or grant price of any stock
option or SAR, (iv) cancel any outstanding stock option or SAR and replace it with a new stock option or SAR (with a lower exercise
or grant price, as the case may be) or other Award or cash in a manner which would either (A) be reportable on the Company’s
proxy statement as stock options that have been “repriced” (as such term is used in Item 402 of Regulation S-K promulgated
under the Exchange Act), or (B) result in any “repricing” for financial statement reporting purposes (or otherwise cause
the Award to fail to qualify for equity accounting treatment) and (v) take any other action which is considered a “repricing”
for purposes of the stockholder approval rules of the applicable securities exchange or inter-dealer quotation service on which the
Common Stock is listed or quoted.


 


12. Termination of Employment.


 


If the employment of a Participant terminates, other than as a result
of the death or disability of a Participant, all unexercised, deferred and unpaid Awards shall be canceled immediately, unless the Award
Agreement provides otherwise. In the event of the death of a Participant or in the event a Participant is deemed by the Company to be
disabled and eligible for benefits under the terms of the Kyndryl Long Term Disability Plan (or any successor plan or similar plan of
another employer), the Participant’s estate, beneficiaries or representative, as the case may be, shall have the rights and duties
of the Participant under the applicable Award Agreement.


 






    6


     


    

 


13. Cancellation and Rescission of
Awards/Clawback.


 


(a)  Unless
the Award Agreement specifies otherwise, the Committee may cancel, rescind, suspend, withhold or otherwise limit or restrict any unexpired,
unpaid, or deferred Awards at any time if the Participant is not in compliance with all applicable provisions of the Award Agreement and
the Plan, or if the Participant engages in any “Detrimental Activity.” For purposes of this Section 13, “Detrimental
Activity” shall include: (i) the rendering of services, including the acceptance of an offer to render services, for any organization
or engaging directly or indirectly in any business which is or becomes competitive with the Company, or which organization or business,
or the rendering of services to such organization or business, is or becomes otherwise prejudicial to or in conflict with the interests
of the Company; (ii) the disclosure to anyone outside the Company, or the use in other than the Company’s business, without
prior written authorization from the Company, of any confidential information or material, as defined in the Company’s Agreement
Regarding Confidential Information and Intellectual Property, relating to the business of the Company, acquired by the Participant either
during or after employment with the Company; (iii) the failure or refusal to disclose promptly and to assign to the Company, pursuant
to the Company’s Agreement Regarding Confidential Information and Intellectual Property, all right, title and interest in any invention
or idea, patentable or not, made or conceived by the Participant during employment by the Company, relating in any manner to the actual
or anticipated business, research or development work of the Company or the failure or refusal to do anything reasonably necessary to
enable the Company to secure a patent where appropriate in the United States and in other countries; (iv) activity that results in
termination of the Participant’s employment for Cause; (v) a violation of any rules, policies, procedures or guidelines of
the Company, including but not limited to the Company’s Business Conduct Guidelines; (vi) any attempt directly or indirectly
to induce any employee of the Company to be employed or perform services elsewhere or any attempt directly or indirectly to solicit the
trade or business of any current or prospective customer, supplier or partner of the Company; or (vii) the Participant being convicted
of, or entering a guilty plea with respect to, a crime, whether or not connected with the Company.


 


(b)  Upon
exercise, payment or delivery pursuant to an Award, the Participant shall certify in a manner acceptable to the Company that he or she
is in compliance with the terms and conditions of the Plan. In the event a Participant fails to comply with the provisions of paragraphs
(a)(i)-(vii) of this Section 13 prior to, or during the Rescission Period, then any exercise, payment or delivery may be rescinded
within two years after such exercise, payment or delivery. In the event of any such rescission, the Participant shall pay to the Company
the amount of any gain realized or payment received as a result of the rescinded exercise, payment or delivery, in such manner and on
such terms and conditions as may be required, and the Company shall be entitled to set-off against the amount of any such gain any amount
owed to the Participant by the Company. As used herein, Rescission Period shall mean that period of time established by the Committee
which shall not be less than 6 months after any exercise, payment or delivery pursuant to an Award.


 


 (c)  The Committee shall have full authority to implement any policies and procedures necessary to comply with Section 10D of the Exchange Act and any rules promulgated thereunder and any other regulatory regimes. Further, to the extent required by applicable law (including, without limitation, Section 304 of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act) and/or the rules and regulations of the securities exchange or inter-dealer quotation service on which the shares of Common Stock are listed or quoted, or if so required pursuant to a written policy adopted by the Company, Awards shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into all outstanding Award Agreements).




 


14. Adjustments.


 


In the event of any change in the outstanding Common Stock of the Company
by reason of a stock split, stock dividend, combination or reclassification of shares, recapitalization, merger, or similar event, the
Committee may adjust proportionately: (a) the number of shares of Common Stock (i) available for issuance under the Plan, (ii) available
for issuance under ISOs, (iii) for which Awards may be granted to an individual Participant set forth in Section 6, and (iv) covered
by outstanding Awards denominated in stock or units of stock; (b) the exercise and grant prices related to outstanding Awards; and
(c) the appropriate Fair Market Value and other price determinations for such Awards. Notwithstanding the foregoing, in the event
of any change in the outstanding Common Stock of the Company by reason of a stock split or a reverse stock split, the above-referenced
proportionate adjustments, if applicable, shall be mandatory.


 






    7


     


    

 


In the event of any other change affecting the Common Stock or any
distribution (other than normal cash dividends) to holders of Common Stock, such adjustments in the number and kind of shares and the
exercise, grant and conversion prices of the affected Awards as may be deemed equitable by the Committee, including adjustments to avoid
fractional shares, shall be made to give proper effect to such event. In the event of a corporate merger, consolidation, acquisition of
property or stock, separation, reorganization or liquidation, the Committee shall be authorized to cause Kyndryl to issue or assume stock
options, whether or not in a transaction to which section 424(a) of the Code applies, by means of substitution of new stock options
for previously issued stock options or an assumption of previously issued stock options. In such event, the aggregate number of shares
of Common Stock available for issuance under Awards under Section 3, including the individual Participant maximums set forth in Section 6
will be increased to reflect such substitution or assumption.


 


15. Effect of a Change in Control
on Awards.


 


Except to the extent otherwise provided in an Award Agreement, or any
applicable employment, consulting, change-in-control, severance or other agreement between the Participant and the Company, in the event
of a Change in Control, notwithstanding any provision of the Plan to the contrary:


 


(a)  If
the acquirer or successor company in such Change in Control has agreed to provide for the substitution, assumption, exchange or other
continuation of Awards granted pursuant to the Plan, then, if the Participant’s employment with or service to the Company or an
Affiliate is terminated by the Company without Cause (and other than due to death or Disability) on or within 24 months following a Change
in Control, then unless otherwise provided by the Committee, all stock options and SARs held by such Participant shall become immediately
exercisable with respect to 100% of the shares of Common Stock subject to such stock options and SARs, and that the restricted period
(and any other conditions) shall expire immediately with respect to 100% of the shares of Restricted Stock and Restricted Stock Units
and any other Awards held by such Participant (including a waiver of any applicable performance conditions); provided that if the
vesting or exercisability of any Award would otherwise be subject to the achievement of performance conditions, the portion of such Award
that shall become fully vested and immediately exercisable shall be based on the assumed achievement of actual or target performance as
determined by the Committee.


 


(b)  If
the acquirer or successor company in such Change in Control has not agreed to provide for the substitution, assumption, exchange or other
continuation of Awards granted pursuant to the Plan, then unless otherwise provided by the Committee, all Options and SARs held by such
Participant shall become immediately exercisable with respect to 100% of the shares of Common Stock subject to such Options and SARs,
and the Restricted Period (and any other conditions) shall expire immediately with respect to 100% of the shares of Restricted Stock and
Restricted Stock Units and any other Awards held by such Participant (including a waiver of any applicable performance conditions); provided
that if the vesting or exercisability of any Award would otherwise be subject to the achievement of performance conditions, the portion
of such Award that shall become fully vested and immediately exercisable shall be based on the assumed achievement of actual or target
performance as determined by the Committee.


 


(c)  In
addition, the Committee may upon at least 10 days’ advance notice to the affected Participants, cancel any outstanding Award and
pay to the holders thereof, in cash, securities or other property (including of the acquiring or successor company), or any combination
thereof, the value of such Awards based upon the price per share of Common Stock received or to be received by other stockholders of the
Company in the event (it being understood that any Option or SAR having a per-share exercise or hurdle price equal to, or in excess of,
the Fair Market Value (as of the date specified by the Committee) of a share of Common Stock subject thereto may be canceled and terminated
without any payment or consideration therefor). Notwithstanding the above, the Committee shall exercise such discretion over the timing
of settlement of any Award subject to Code Section 409A at the time such Award is granted.


 


(d)  To
the extent practicable, the provisions of this Section 15 shall occur in a manner and at a time that allows affected Participants
the ability to participate in the Change in Control transaction with respect to the shares of Common Stock subject to their Awards.


 






    8


     


    

 


16. Section 409A of the Code.


 


 (a)  It is intended that the Plan comply with Section 409A of the Code, and all provisions of the Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. Each Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Participant in connection with the Plan or any other plan maintained by the Company, including any taxes and penalties under Section 409A of the Code, and the Company shall not have any obligation to indemnify or otherwise hold such Participant or any beneficiary harmless from any or all of such taxes or penalties. With respect to any Award that is considered “deferred compensation” subject to Section 409A of the Code, references in the Plan to “termination of employment” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A of the Code. For purposes of Section 409A of the Code, each of the payments that may be made in respect of any Award granted under the Plan is designated as a separate payment.




 


 (b)  Notwithstanding anything in the Plan to the contrary, if the Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, no payments or deliveries in respect of any Awards that are “deferred compensation” subject to Section 409A of the Code shall be made to such Participant prior to the date that is six months after the date of such Participant’s “separation from service” within the meaning of Section 409A of the Code or, if earlier, the Participant’s date of death. All such delayed payments or deliveries will be paid or delivered (without interest) in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day.




 


 (c)  In the event that the timing of payments in respect of any Award that would otherwise be considered “deferred compensation” subject to Section 409A of the Code would be accelerated upon the occurrence of (A) a Change in Control, no such acceleration shall be permitted unless the event giving rise to the Change in Control satisfies the definition of a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A of the Code and any Treasury Regulations promulgated thereunder, or (B) a Disability, no such acceleration shall be permitted unless the Disability also satisfies the definition of “disability” pursuant to Section 409A of the Code and any Treasury Regulations promulgated thereunder.




 


17. Miscellaneous.


 


(a)  Any
notice to the Company required by any of the provisions of the Plan shall be addressed to the chief human resources officer of Kyndryl
in writing, and shall become effective when it is received.


 


(b)  The
Plan shall be unfunded and the Company shall not be required to establish any special account or fund or to otherwise segregate or encumber
assets to ensure payment of any Award.


 


(c)  Nothing
contained in the Plan shall prevent the Company from adopting other or additional compensation arrangements or plans, subject to stockholder
approval if such approval is required, and such arrangements or plans may be either generally applicable or applicable only in specific
cases.


 


(d)  No
Participant shall have any claim or right to be granted an Award under the Plan and nothing contained in the Plan shall be deemed or be
construed to give any Participant the right to be retained in the employ of the Company or to interfere with the right of the Company
to discharge any Participant at any time without regard to the effect such discharge may have upon the Participant under the Plan. Except
to the extent otherwise provided in any plan or in an Award Agreement, no Award under the Plan shall be deemed compensation for purposes
of computing benefits or contributions under any other plan of the Company.


 


(e)  The
Plan and each Award Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or
principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction. Unless
otherwise provided in the Award Agreement, recipients of an Award under the Plan are deemed to submit to the exclusive jurisdiction and
venue of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction over
such action or proceeding, then another court of the State of Delaware or, if no court of the State of Delaware has jurisdiction, then
the United States District Court for the District of Delaware), to resolve any and all issues that may arise out of or relate to the Plan
or any related Award Agreement.


 






    9


     


    

 


(f)  In
the event that a Participant or the Company brings an action to enforce the terms of the Plan or any Award Agreement and the Company prevails,
the Participant shall pay all costs and expenses incurred by the Company in connection with that action, including reasonable attorneys’
fees, and all further costs and fees, including reasonable attorneys’ fees incurred by the Company in connection with collection.


 


(g)  The
Committee and any officers to whom it may delegate authority under Section 5 shall have full power and authority to interpret the
Plan and to make any determinations thereunder, including determinations under Section 13, and the Committee’s or such officer’s
determinations shall be binding and conclusive. Determinations made by the Committee or any such officer under the Plan need not be uniform
and may be made selectively among individuals, whether or not such individuals are similarly situated.


 


(h)  If
any provision of the Plan is or becomes or is deemed invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan
or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended or limited in scope
to conform to applicable laws or, in the discretion of the Committee, it shall be stricken and the remainder of the Plan shall remain
in full force and effect.


 


(i)  The
Plan shall become effective on the date it is approved by the requisite vote of the stockholder of the Company.


 


(j)  Notwithstanding
anything in this Plan to the contrary, each Assumed Award shall be subject to the terms and conditions of the Prior Plan and award agreement
to which such Assumed Award was subject immediately prior to the Spin-Off, subject to the adjustment of such Assumed Award by the Executive
Compensation and Management Resources Committee of International Business Machines Corporation and the terms of the Employee Matters Agreement;
provided that following the date of the Spin-Off, each such Assumed Award shall relate solely to shares of Common Stock and be administered
by the Committee in accordance with the administrative procedures in effect under this Plan.


 


Federal Income Tax Consequences


 


The Company has been advised by counsel that, in general, under the
Internal Revenue Code, as presently in effect, a Participant will not be deemed to recognize any income for federal income tax purposes
at the time an option or SAR is granted or a restricted stock award is made, nor will the Company be entitled to a tax deduction at that
time. However, when any part of an option or SAR is exercised, when restrictions on restricted stock lapse, or when an unrestricted stock
award is made, the federal income tax consequences may be summarized as follows:


 


1.  In
the case of an exercise of a stock option other than an ISO, the optionee will generally recognize ordinary income in an amount equal
to the excess of the fair market value of the shares on the exercise date over the option price.


 


2.  In
the case of an exercise of a SAR, the Participant will generally recognize ordinary income on the exercise date in an amount equal to
any cash and the fair market value of any unrestricted shares received.


 


3.  In
the case of an exercise of an option or SAR payable in restricted stock, or in the case of an award of restricted stock, the immediate
federal income tax effect for the recipient will depend on the nature of the restrictions. Generally, the fair market value of the stock
will not be taxable to the recipient as ordinary income until the year in which his or her interest in the stock is freely transferable
or is no longer subject to a substantial risk of forfeiture. However, the recipient may elect to recognize income when the stock is received,
rather than when his or her interest in the stock is freely transferable or is no longer subject to a substantial risk of forfeiture.
If the recipient makes this election, the amount taxed to the recipient as ordinary income is determined as of the date of receipt of
the restricted stock.


 






    10


     


    

 


4.  In
the case of ISOs, there is generally no tax liability at time of exercise. However, the excess of the fair market value of the stock on
the exercise date over the option price is included in the optionee’s income for purposes of the alternative minimum tax. If no
disposition of the ISO stock is made before the later of one year from the date of exercise and two years from the date of grant, the
optionee will realize a capital gain or loss upon a sale of the stock, equal to the difference between the option price and the sale price.
If the stock is not held for the required period, ordinary income tax treatment will generally apply to the excess of the fair market
value of the stock on the date of exercise (or, if less, the amount of gain realized on the disposition of the stock) over the option
price, and the balance of any gain or any loss will be treated as capital gain or loss. In order for ISOs to be treated as described above,
the Participant must remain employed by the Company (or a subsidiary in which the Company holds at least 50 percent of the voting power)
from the ISO grant date until three months before the ISO is exercised. The three-month period is extended to one year if the Participant’s
employment terminates on account of disability. If the Participant does not meet the employment requirement, the option will be treated
for federal income tax purposes as an option as described in paragraph 5 below. A Participant who exercises an ISO might also be subject
to an alternative minimum tax.


 


5.  Upon
the exercise of a stock option other than an ISO, the exercise of a SAR, the award of stock, or the recognition of income on restricted
stock, the Company will generally be allowed an income tax deduction equal to the ordinary income recognized by a Participant. The Company
will not receive an income tax deduction as a result of the exercise of an ISO, provided that the ISO stock is held for the required period
as described above. When a cash payment is made pursuant to the Award, the recipient will recognize the amount of the cash payment as
ordinary income, and the Company will generally be entitled to a deduction in the same amount.


 






    11