EXHIBIT 10.1


 


	
   

   

  	
   

  	
  International Business
  Machines Corporation (“IBM”)

   

  Equity
  Award Agreement

  
	
   

  	
   

  	
   

  
	
  Plan

  	
   

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

   

  
	
  Award Type

  	
   

  	
  [Stock Options,
  Restricted Stock, Restricted Stock Units, Cash-Settled Restricted Stock
  Units, SARs]

   

  
	
  Purpose

  	
   

  	
  The purpose of this Award
  is to retain selected employees and 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  May 1, 2010” (“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: [Month Date, Year]

  [Exercise
  Price:  $XX]

  Number
  of [Options/Units/Shares/SARs] Awarded:
  [XX]

   

  
	
  Vesting 

  	
   

  	
  This Award vests as set
  forth below, subject to your continued employment with the Company as
  described in the Terms and Conditions document.

   

  
	
   

  	
   

  	
  Options/Units/Shares/SARs

  	
   

  	
  Date

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [number
  of shares]

  	
   

  	
  [month date year]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [number
  of shares]

  	
   

  	
  [month date year]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [            “              ]

  	
   

  	
  [          “                ]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Options expire, subject to the
  Terms and Conditions document, on:    [month date year] 

   

  
	
  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.

   

  
	
  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.

  



 


1

















 


	
  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.  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 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.

  



 


2

















 


	
   

   

  	
   

  	
  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  May 1, 2010” (“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 80/20 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

  	
   

  	
  On 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 value 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.  If paid in cash, the value of each PSU at
  the end of the Performance Period shall be equal to the average closing
  price, as reported on the New York Stock Exchange (“NYSE”), of one share of
  Capital Stock for the month of January following the end of the Performance
  Period.

   

  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.  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 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.

  



 


2

















 


	
   

   

  	
   

  	
  International Business
  Machines Corporation (“IBM”)

   

  Equity
  Award Agreement

  
	
   

  	
   

  	
   

  
	
  Plan

  	
   

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

   

  
	
  Award Type

  	
   

  	
  Retention Restricted
  Stock Units (RRSUs)

   

  
	
  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 May 1, 2010” (“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:  [Month Date, Year]

  Number
  of Units Awarded: [XX]

   

  
	
  Vesting 

  	
   

  	
  This Award vests as set
  forth below, subject to your continued employment with the Company as
  described in the Terms and Conditions document.

   

  
	
   

  	
   

  	
  Units

  	
   

  	
  Date

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [amount]

  	
   

  	
  [month date, year]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [amount]

  	
   

  	
  [month
  date, year]

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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

   

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

   

  
	
  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 three years. 
  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.

  



 


1

















 


	
  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.  By pressing
  the Accept button below to accept your Award, 
  you agree (i) not to hedge the economic risk of this Award or any
  previously-granted outstanding awards, which includes entering enter into any
  derivative transaction on IBM securities (e.g. any short sale, put,
  swap, forward, option, collar, etc.) and (ii) 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 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.

  



 


2
















 


IBM


 


 


TERMS
AND CONDITIONS OF YOUR EQUITY AWARD: EFFECTIVE MAY 1, 2010


 

















 


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

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  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

  	
  13

  
	
   

  	
   

  	
  a.  Denmark

  	
   

  
	
   

  	
   

  	
  b.  Slovenia

  	
   

  



 


1

















 


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.


 


Morgan
Stanley Smith Barney currently administers these Awards on IBM’s behalf. You
can access your equity awards, view your account and transaction history and
model transactions on the Morgan
Stanley Smith Barney web site at https://www.benefitaccess.com (for security
reasons, you will need to register for a password first).  You can also contact Morgan Stanley Smith Barney by calling
1-210-677-3662 (or from within the U.S. at 1-800-IBM-4292) and speak with a Morgan Stanley Smith Barney representative.
If you have difficulties with the Web site, you can contact the Morgan Stanley Smith Barney Web Site Help
Desk at 1-210-677-3712 (or from within the U.S. at 1-888-873-1194)


 


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.


 


2

















 


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.


 


3

















 


Provisions
that apply to all Award types but not 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, 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, you will pay to the Company any amount demanded by the Company for
the purpose of satisfying such liability.


 


4

















 


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.


 


5

















 


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 becoming 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 become
disabled as described in Section 12 of the Plan, your RSUs shall continue
to vest according to the terms of your Award if you remain continuously
employed by the Company while you are disabled.


 


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 


 


6

















 


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, net of any applicable tax withholding
requirements, 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, net of any applicable tax withholding requirements, 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.


 


7
















 


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 becoming 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 become 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 if you remain
continuously employed by the Company while you are disabled.


 


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.


 


8

















 


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 becoming 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 become
disabled (as described in Section 12 of the Plan), while employed by the
Company, any unvested Options or SARs shall continue to vest and be exercisable
as if you were an active employee of the Company.


 


9

















 


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, net of any taxes.  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.


 


10

















 


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
becoming disabled as described in Section 12 of the Plan) before the Date
of Payout, 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.


 


11

















 


Death or
Disability


 


In the
event of your death or if you become disabled
(as described in Section 12 of the Plan) prior to the Date of Payout, all
PSUs shall be prorated and the reduced number of PSUs will be earned and paid out at the
end of the Performance Period based on
IBM performance over the entire applicable Performance Period(s).


 


12

















 


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.               Slovenia


 


i.                 All Option Awards


 


Remittance of Foreign Exchange


 


There will, at no stage, be
any remittance of foreign exchange from Slovenia on account of the exercise of
Options granted under your Award. Vested options may be exercised through a
cashless exercise procedure involving the simultaneous exercise of the Options
and sale of corresponding shares. The net sale proceeds (minus exercise cost)
will be remitted to Slovenia through normal channels and paid to you in local
currency.


 


13