Exhibit 10.6


 





 


	Office of the Senior Vice President	1 New Orchard Road
	Human Resources	Armonk, NY 10504


 


January 2, 2021


 


Dear Martin,


 


I am delighted to extend an offer of employment to you at
IBM as Chief Executive Officer, NewCo, currently the Managed Infrastructure Services unit of Global Technology Services (excluding TSS)
effective January 15, 2021 (the “Hire Date”).


 


The attachment outlines the specifics of our offer. I am extremely
excited about your joining the IBM team.


 


Please indicate your acceptance of this offer by signing and returning
the letter along with the Noncompetition Agreement to me via email.


 


Sincerely,


 


	/s/ Nickle LaMoreaux	 






Nickle LaMoreaux


Senior Vice President and Chief Human Resources Officer,


IBM Human Resources


 






     


     


    

 


January 2, 2021


Martin Schroeter


 


Attachments


 


This letter confirms our offer of IBM employment to you as
Chief Executive Officer, NewCo, reporting to Arvind Krishna, Chief Executive Officer, IBM. Your primary responsibilities will be to ensure
completion of The Transaction, as described below, and other responsibilities as agreed upon between you and IBM’s Chief Executive
Officer. The elements of your employment offer are:


 


Cash Compensation:


 


Effective on your first day of employment, your annualized
base salary will be $1,000,000.00, and you will have an opportunity to receive a $2,000,000.00 bonus as set forth below. This is in addition
to your participation in the IBM benefits plans. As an employee, you will receive a paycheck on a semi-monthly basis, on or around the
15th and 31st of each month. For 2021, your base salary will be prorated to reflect your actual IBM service.


 


In connection with IBM’s announced intention to spin-off
the Managed Infrastructure Services unit of its IBM Global Technology Services (GTS) business and organization (excluding TSS) as a separate
publicly listed company with IBM no longer owning any stake in the new company (the separate publicly listed company referred to as “NewCo”,
and the spin-off referred to as “The Transaction”), which will occur on the date of the closing of such spin-off (referred
to as “The Closing Date”), your bonus payment will depend on your successful completion of The Transaction. If achieved, your
bonus will be paid no later than February 1, 2022. You must be an active employee on The Closing Date in order to be eligible to receive
the bonus payout.


 


While IBM intends for The Transaction to be completed by December
31, 2021, if The Transaction is not completed by such date, IBM’s Chief Executive Officer may in his discretion decide to pay the
bonus in full and such payment shall be made no later than February 1, 2022, provided you are an active employee of IBM or Newco on such
payment date.


 


Additionally, you shall receive the bonus if the Transaction
is not completed by December 31, 2021 for reasons beyond your reasonable control and your employment is terminated without Cause (as defined
in the Noncompetition Agreement).


 


Please note, if prior to December 31, 2021 for strategic business reasons,
(A) IBM unilaterally determines and formally announces that it will not complete The Transaction, or (B) if NewCo is sold to another buyer,
and in both cases, the IBM CEO determines that the decision not to complete The Transaction or sell to another buyer was not made as a
result of your performance in moving The Transaction to closure, you will be eligible to receive the bonus payment one month following
the later of: (1) IBM’s formal announcement to not complete The Transaction (“Announcement Date”), or, (2) the closing
date of the sale of NewCo (“Sale Date”). You must be an active employee on the Announcement Date or the Sale Date, as applicable, in order
to be eligible to receive the bonus payout.


 






    2 


     


    

 


January 2, 2021


Martin Schroeter


 


New Hire Equity:


 


You will be awarded a new hire equity grant of
$10,500,000.00 in planned value. You will receive 100% of this planned value as a special Performance Share Unit (PSU) award. Your award
will be granted on the 1st of the month following your Hire Date, or as soon as practical thereafter. The number of PSUs granted will
be determined by dividing the planned grant value by the average of IBM’s closing stock price for the 30 active trading days prior
to the date of grant.


 


In order to vest in your PSU award, you must meet
two performance criteria (“Performance Criteria”), or be excused for the non-performance:


 


		1.	You (a) successfully complete The Transaction as envisaged by
no later than January 1, 2023 or (b) you are excused from completing the Transaction as envisaged for reasons beyond your reasonable
control as described in the Terms and Conditions document provided with this offer letter; or (c) your employment is terminated without
Cause (as such term is defined in your Noncompetition Agreement) by IBM.





 




		2.	Immediately following The Closing Date you accept employment
as the Chief Executive Officer of NewCo, provided this performance criterion is excused if the NewCo Board of Directors does not appoint
you as Chairman of the Board of Directors, or if NewCo’s offer of employment is not comparable in the aggregate to the terms of
this offer letter, including your annual salary, bonus, and equity award.





 


PSUs are subject to the terms and conditions of
the applicable IBM Long-Term Performance Plan, along with the Preliminary Award Agreement and Terms and Conditions document that is being
provided with this offer letter. A final Award Agreement that indicates the number of PSUs granted will be provided after the grant date
of your PSU award.


 


If the performance
criteria described above are satisfied or excused, your award will generally vest and be released 33% on the six month anniversary of
The Closing Date, 33% on the 1st anniversary of The
Closing Date, and 34% on the 2nd anniversary of The
Closing Date, assuming all other conditions in your equity award agreement and its incorporated terms and conditions are met.


 


If as of The Closing Date the fair market
value of the IBM shares underlying your PSU award (the “ IBM PSU Share Value”) is less than $10,500,000 by $50,000 or
more, then immediately after The Closing Date, provided that the Performance Criteria have been met, or excused, NewCo shall grant
an RSU award to you with respect to a number of shares of NewCo common stock with a value on the date of grant equal to the
difference between (a) $10,500,000; and (b) IBM PSU Share Value (“Value Difference”). Such RSU grant shall be released
on the same schedule as the PSU award described above.


 






    3 


     


    

 


January 2, 2021


Martin Schroeter


 


If instead of The Transaction, NewCo is sold to
another buyer, and as of the Sale Date the IBM PSU Share Value is less than $10,500,000 by $50,000 or more, and you accept employment
with the buyer, then the buyer shall grant an RSU award, or substantially equivalent cash or equity based award in an affiliate of buyer,
with a value equal to the Value Difference (determined using the IBM PSU Share Value on the Sale Date), with the award being released
on the same schedule as the PSU award.


 


Termination Notice


 


Your employment is at-will but you may not resign
for any reason and your employment may not be terminated for any reason without first having given the other party 60 days written notice
of resignation or termination. Payments that would ordinarily be made during that 60 day notice period shall continue to be made during
such notice period, awards that are scheduled to vest under the applicable award agreement and terms and conditions document during the
60 day notice period, shall vest as scheduled, and employee benefits shall continue in accordance with the terms of such plans during
that 60 day notice period.


 


Benefits:


 


During your employment, you will be eligible
to participate in the various benefit plans which IBM generally makes available to its regular employees, including medical and dental
coverage, accident, disability and life insurance, as well as the IBM 401(k) Plus Plan. After you complete one year of IBM service, this
Plan offers a 100% Company match, up to 5% of eligible pay, plus a 1% automatic contribution. In addition, if you meet certain eligibility
requirements during the annual enrollment period held each fall, you may also be eligible to participate in the IBM Excess 401(k) Plus
Plan that provides benefits in excess of the IRS limits. Additional details on these programs will be provided separately. For detailed
information on IBM Health Care benefits, visit the Health Care Benefits at IBM site at http://www.ibm.com/employment/us/benefits/.


 


If you have additional benefits questions after visiting
our website, please contact Paul Dunkle.


 


Additionally, the Affordable Care Act
(ACA) requires companies to provide employees with a Notice of Exchanges which discusses the Health Insurance Marketplace; a public option
where individuals may purchase health care coverage. This notice is attached for your information.


 






    4 


     


    

 


January 2, 2021


Martin Schroeter


 


As is customary at IBM, this offer is contingent upon the completion
of our pre-employment process, including verification of your application materials and your ability to work for IBM without restriction
(which means you do not have non-compete obligations or other restrictive clause with your current or former employer; or any non-compete
or other restrictions have been disclosed by you and resolved to IBM's satisfaction).


 


IBM employees are required to comply with IBM’s Business
Conduct Guidelines. Once you have authorized access to the IBM Intranet, you will be able to read and/or print the contents of these documents,
and will be required to acknowledge receipt and compliance with the guidelines.


 


U.S. Laws and regulations prohibit the unauthorized release of restricted
technology to certain persons. IBM, in order to comply with these legal requirements, must ascertain whether someone who may be given
access to restricted technology is a “Foreign Person” subject to these export control restrictions. If someone is a Foreign
Person for export control purposes, then he/she may need to be granted an export license or other government authorization before starting
in a position with access to restricted technology. Therefore, if you indicated that you are a Foreign Person on your employment application
(by answering “no” to the question “Are you a U.S. citizen or national, a permanent resident? or “yes” to
the question “Are you a refugee, an asylee or authorized to work under the amnesty provisions of U.S. immigration law?”),
you will be contacted by a member of IBM's Recruitment organization who will ask for your country(s) of citizenship and permanent residence.
Your country(s) of citizenship and permanent residence will enable IBM to determine the type of export license which would be required,
should you be placed in a position with access to restricted technology. Our ability to obtain an export license for you may be a factor
in IBM’s decision to continue with your pre-employment process, depending on the staffing needs of the hiring manager.


 


For tax and payroll purposes, you will require a Social Security
Number. If you do not have one, you must apply for a number at your Social Security Administration Office before your first day of employment.
Also, please note that IBM may be required to withhold federal tax at a different rate based upon your alien residency tax filing status.
For more information on this, please review IRS Publication 519 before completing the W4 from, http://www.irs.gov/publications/p519/ch01.html.
If you are a nonresident alien, you will need to complete the W-4 form using the provided instructions on your first day of work, http://www.irs.gov/publications/p519/ch08.html.


 





 






    5 


     


    

 


January 2, 2021


Martin Schroeter


 


Your employment is also contingent upon your compliance
with the U.S. immigration law. The law requires you to complete the U.S. Government Employment Eligibility Verification form (I-9)
and to provide on your first day of employment documents that verify your identity and employment eligibility. By accepting this
offer, you will be required to comply with this law. The terms of this letter are not a contract of employment and do not imply
employment for any specific period of time. Rather, employment at IBM is at-will, which means that either you or IBM may terminate
your employment at any time, for any reason and without prior notice, subject to the provisions of this offer letter. No
modification of this at-will status is valid unless contained in writing signed by two authorized representatives of IBM.


 


On your first day of employment you will be required
to sign IBM's form regarding confidential information and intellectual property. If you would like to review or discuss this document
in advance, please contact Paul Dunkle.


 


	Accepted:	/s/
    Martin Schroeter	 



 


	Date:	1/3/21	 



 


	Projected
    Start Date:	Jan.
    15, 2021	 




 






    6 


     


    

 


Long-Term Incentive Award Acceptance Information





 


Dear Martin Schroeter:


 


IBM's grants to you become effective only after, and are conditioned
upon your accepting the terms and conditions of the award agreements, the accompanying "Terms and Conditions of Your Equity Award
Effective December 15, 2020" (“Terms and Conditions”) document attached below and the Long-Term Performance Plan (“LTPP”)
under which these long-term incentive awards are granted, including those provisions relating to the cancellation and rescission of awards.


 


If you have not read the LTPP prospectus that governs your equity
awards, please do so by viewing the “Prospectuses” section of the executive compensation web site ( http://w3.ibm.com/hr/exec/comp/eq_prospectus.html).
The prospectus contains the terms of the LTPP and is the legal offering document covering IBM's stock-based awards, and you should read
it before accepting your grant. In the event of any conflict between the terms of the LTPP and the information provided on this screen,
the LTPP shall govern.


 


To record your acceptance and agreement to the terms and conditions
of your award, you must press the ACCEPT button below. By pressing the ACCEPT button below, you are certifying that you have read and
understand the terms and conditions of each award agreement, the Terms and Conditions document and the LTPP covering each stock-based
award listed here, and that you accept and agree to all the relevant terms and conditions.


 


Until you formally accept your award, Restricted Stock
Units and/or Performance Share Units will not be released to you or settled at vesting and Stock Options will not be exercisable. In
addition, after you accept your award and your RSU or PSU award vests, the shares (net of taxes where applicable) will typically be available
for sale, and/or transfer at https://www.stockplanconnect.com/ within 2 business days from the
vesting and/or payout date, as applicable. As described in the plan documents, the Company withholds taxes from your award (and/or reports
income) as required by local laws. In some countries, the Company does not withhold taxes because there is no requirement to do so. Irrespective
of any withholding and/or reporting by the Company, it is important for you to consult with your personal tax advisor to satisfy your
individual tax obligations.


 


	Award Type	 	Award Date	 	Shares / Units	 	 	Long-Term
    Performance Plan	 
	Performance Share Units (PSUs)	 	February 1, 2021	 	 	83,723	 	 	 	1999	 




 






     


     


    

 


	 	International
    Business Machines Corporation ("IBM")
	 	 
	 	Equity Award Agreement

                                                              IBM Confidential

	 	 
	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	Martin
    Schroeter
	 	 
	Home
    Country	United
    States (USA) 0216989
	 	 
	Award
    Agreement	This Equity Award Agreement,
    together with the “Terms and Conditions of Your Equity Award: Effective December 15, 2020” (“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	 
	 	February 1, 2021	83,723	 





 


	Vesting	In
    connection with IBM’s announced intention to spin-off the Managed Infrastructure Services Unit of its IBM Global Technology
    Services (GTS) business and organization (excluding TSS) as a separate publicly listed company (the separate publicly listed company
    referred to as “NewCo” and the spin-off referred to as “The Transaction”), which will occur on the date of
    the closing of such spin-off (referred to as “The Closing Date”). You can earn the PSUs awarded above, provided both
    of the following “Performance Criteria” have been met:
	 	 
	 	1.        You ensure successful completion of The Transaction as envisaged (for the avoidance of doubt, as a spin-off of the Managed Infrastructure Services Unit of the GTS business (excluding TSS)), with IBM no longer owning any equity stake in NewCo following The Closing Date of The Transaction ; and
	 	 
	 	2.        You accept employment as Chief Executive Officer of NewCo immediately following The Closing Date of The Transaction




 


	 	If both of the above Performance Criteria are satisfied as determined by the IBM Chief Executive Officer, your awards will be converted
into shares of NewCo Restricted Stock Units (RSUs) according to the stated conversion formula for all unvested IBM equity awards on or
around The Closing Date, and will vest in accordance with the following schedule:




 


		•	33% on the six-month anniversary of The Closing Date
		•	33% on the 1st anniversary of The Closing Date
		•	34% on the 2nd anniversary of The Closing Date



 


	Payout of Awards	Following the vesting dates described above, the Company or NewCo shall deliver to you a number of shares of Capital Stock equal to the number of your earned RSUs, net of any applicable tax withholding, and the respective PSUs shall thereafter be canceled.
	 	 
	 	All payouts under this Award are subject to the provisions of the Plan, this Agreement and the Terms and Conditions document, including those relating to the cancellation and rescission of awards.




 






    	Page 1 of 3	 	IBM Confidential



     


    

 



  





	 	International Business Machines Corporation
    ("IBM")
	 	 
	 	Equity Award Agreement




 


	
    Terms and 

    Conditions of Your 

    Equity Award 
	
    Refer to the Terms and Conditions document attached for an
    explanation of the terms and conditions applicable to your Award, including those relating to:

     

	 	
    

    ꞏ        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 the Performance
    Criteria above cannot be met , including Performance Criteria that cannot be met by no fault of your own 

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

    •          
Treatment of your Award upon termination of employment,
including for cause, and 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.

     

	
    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.

     




 






    Page 2 of 3              IBM Confidential


     


    

   


	 	International Business Machines Corporation
    ("IBM")
	 	 
	 	Equity Award Agreement




 


	Accept Your Award	This Award is considered
valid when you accept it. This Award will be cancelled unless you accept it by 11:59 p.m. Eastern time two business days prior to The
Closing Date. By pressing the Accept button below to accept your Award, you acknowledge having received and read this Equity Award Agreement,
the Terms and Conditions document and the Plan under which this Award was granted and you agree (i) not to hedge the economic risk of
this Award or any previously-granted outstanding awards, which includes entering into any derivative transaction on IBM securities (e.g.,
any short sale, put, swap, forward, option, collar, etc.), (ii) to comply with the terms of the Plan, this Equity Award Agreement and
the Terms and Conditions document, including those provisions relating to cancellation and rescission of awards and jurisdiction and governing
law, and (iii) that by your acceptance of this Award, all awards previously granted to you under the Plan or other IBM Long -Term Performance
Plans are subject to (A) jurisdiction, governing law, expenses, taxes and administration section of the Terms and Conditions document
(unless you are, and have been for at least 30 days immediately preceding, a resident of or an employee in Massachusetts at the time of
the termination of your employment with IBM, in which case the jurisdiction, governing law, expenses, taxes and administration terms of
your previous awards shall apply) and (B) any cancellation, rescission or recovery required by applicable laws, rules, regulations or
standards, including without limitation any requirements or standards of the U.S. Securities and Exchange Commission or the New York Stock
Exchange.



                  






    Page 3 of 3              IBM Confidential


     


    

 


IBM 


 


TERMS AND CONDITIONS OF YOUR EQUITY


AWARD:


EFFECTIVE December 15, 2020


 






     


     


    

 


Terms and Conditions of Your Equity Award


   


Table of Contents


 


	Introduction	3
	 	 
	How to Use This Document	3
	 	 
	Definition of Terms	4
	 	 
	Provisions that apply to all countries	6
	 	 
	Provisions that apply to select countries	8
	 	 
	Provisions that apply to the Performance Share Units
    (PSUs)	9
	 	 
	a.  Performance Share Units (“PSUs”)
    including Cash-Settled PSUs	9
	 	 
	Provisions that apply to specific countries	10
	 	 
	a.  Denmark	10
	 	 
	b.  Israel	10
	 	 
	c.  United States	10



 


	Equity Awards: December 15, 2020	Page 2 of 11




 






     


     


    




 


 





 


 


 



 


Terms
and Conditions of Your Equity Award


 


Introduction


 


This
document provides you with the terms and conditions of your Award that are in addition to the terms and conditions contained in your
Equity Award Agreement for your specific Award. Also, your Award is subject to the terms and conditions in the governing plan document;
the applicable document is indicated in your Equity Award Agreement and can be found at https://w3cms.s3-api.us-geo.objectstorage.softlayer.net/inline-files/LTPP_1999_august_2007_prospectus.pdf.


 


How to Use This Document


 


Terms and conditions that apply to all awards in all countries can
be found on page 6. 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. 


 






    
	Equity Awards: December 15, 2020	Page 3 of 11



     


    

 


Terms and Conditions of Your Equity Award:


 


Definition of Terms


 


The following are defined terms from the Long-Term Performance
Plan, your Equity Award Agreement, or this Terms and Conditions document. These are provided for your information. In addition to this
document, 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.


 


“Engage in or Associate with” includes, without
limitation, engagement or association as a sole proprietor, owner, employer, director, partner, principal, joint venture, associate, employee,
member, consultant, or contractor. This also includes engagement or association as a shareholder or investor during the course of your
employment with the Company, and includes beneficial ownership of five percent (5%) or more of any class of outstanding stock of a competitor
of the Company following the termination of your employment with the Company.


 


“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.


 


“NewCo” – Referred to as the working name of the
envisaged new company that is created as a result of IBM spinning-off the Managed Infrastructure Services Unit of its IBM Global Technology
Services (GTS) business and organization (excluding TSS) as a separate publicly listed company, with IBM no longer owning any equity stake
in the new company.


 


"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.


 






    
	Equity Awards: December 15, 2020	Page 4 of 11



     


    

 


“Performance Team” -- For
purposes of the Plan, the Performance Team refers to the team of IBM’s senior leaders who run IBM Business Units or geographies,
including the chairman and CEO. The CEO selects and invites these senior leaders to join the Performance Team.


 


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


 


“Termination of Employment” -- For
the purposes of determining when you cease to be an employee for the cancellation of any Award, a Participant will be deemed to be terminated
if the Participant is no longer employed by IBM or a subsidiary corporation that employed the Participant when the Award was granted unless
approved by a method designated by those administering the Plan.


 


“The Announcement Date” – If applicable,
the date that IBM formally announces that it will not complete the spin-off of the Managed Infrastructure Services Unit of its IBM Global
Technology Services business and organization (excluding TSS) as a separate publicly listed company, with IBM no longer owning any equity
stake in the new company.


 


“The Closing Date” –
The date that IBM completes the spin-off of the Managed Infrastructure Services Unit of its IBM Global Technology Services (GTS) business
and organization (excluding TSS) as a separate publicly listed Company, with IBM no longer owning any equity stake in the new company.


 


“The Sale Date” – If applicable, the date
that IBM completes the sale of the Managed Infrastructure Services Unit of its IBM Global Technology Services business and organization
(excluding TSS) to another buyer (rather than being spun-off as a separate publicly listed company).


 


“The Transaction” – The spin-off of the
Managed Infrastructure Services Unit of IBM’s Global Technology Services business and organization (excluding TSS) as a separate
publicly listed company, with IBM no longer owning any equity stake in the new company.


 






    
	Equity Awards: December 15, 2020	Page 5 of 11




     


    

 


Terms and Conditions of Your Equity Award:


 


Provisions that apply to all countries


 


The following provisions apply to all countries and for the
following Award types: Performance Share Units and Cash-Settled 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. Engaging in Detrimental Activity
(as defined in the Plan) may result in cancellation or rescission of your Award. Detrimental Activity includes your acceptance of an offer
to Engage in or Associate with any business which is or becomes competitive with the Company.


 


Jurisdiction, Governing Law, Expenses, Taxes and Administration


 


Your Equity Award Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York, without regard to its conflict of law rules. You agree that any action or proceeding
with respect to your Equity Award Agreement shall be brought exclusively in the state and federal courts sitting in New York County or,
Westchester County, New York. You agree to the personal jurisdiction thereof, and irrevocably waive any objection to the venue of such
action, including any objection that the action has been brought in an inconvenient forum.


 


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


 


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


 


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


 






    
	Equity Awards: December 15, 2020	Page 6 of 11



     


    

 


If the Company changes the vendor engaged to administer the
Plan, you consent to moving all of the shares you have received under the Plan that is in an account with such vendor (including unvested
and previously vested shares), to the new vendor that the Company engages to administer the Plan. Such consent will remain in effect
unless and until revoked in writing by you.


 






    
	Equity Awards: December 15, 2020	Page 7 of 11



     


    

 


Terms and Conditions of Your Equity Award:


 


Provisions that apply to select countries


 


The following provisions apply to select countries and for
the following Award types, Performance Share Units and Cash-Settled 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.


 






    
	Equity Awards: December 15, 2020	Page 8 of 11



     


    

 


Terms and Conditions of Your Equity Award:


 


Provisions
that apply to the Performance Share Units (PSUs) for all countries 


 


a. Performance Share Units (“PSUs”) including
Cash-Settled PSUs


 


Treatment of your Award in the Event that the Performance
Criteria cannot be met


 


Performance Criteria are not met because IBM unilaterally
determines that The Transaction will no longer be completed as envisaged


 


If for strategic business reasons, IBM unilaterally decides
to formally change course and announces that it will not move forward with The Transaction as envisaged (The Announcement Date), and
the IBM Chief Executive Officer determines that the decision to change course was not made as a result of your performance in moving
The Transaction to closure, IBM agrees that you satisfied the Performance Criteria of your Equity Award Agreement upon your termination
of employment with IBM, and your PSUs will be released on the following schedule after The Announcement Date:


 


		•	33%
                                            on the 6 month anniversary of The Announcement Date 
		•	33%
                                            on the 1st anniversary of The Announcement Date 
		•	34%
                                            on the 2nd anniversary of The Announcement Date 



 


Performance Criteria are not met because NewCo is purchased
by another buyer


 


 If, during the course of completing The Transaction, NewCo is purchased by another buyer, and you are selected and
agree to become NewCo’s Chief Executive Officer immediately following the sale of NewCo, IBM agrees that you satisfied the Performance
Criteria of your Equity Award Agreement and your PSUs will convert to NewCo RSUs or a substantially equivalent cash or equity-based award
in an affiliate of buyer and vest in accordance with your Equity Award agreement.


 


If, however, if NewCo is purchased by another buyer, and
the IBM Chief Executive Officer determines that the decision to sell to another buyer was not made as a result of your performance in
moving The Transaction to closure, but you were either (1) NOT selected to become NewCo’s Chief Executive Officer, or (2) were selected
to become NewCo’s Chief Executive Officer but you decline the offer, IBM agrees that you satisfied the Performance Criteria of your
Equity Award agreement upon your termination of employment with IBM, and your PSUs will be released on the following schedule after The
Sale Date:


 


		•	33%
                                            on the 6 month anniversary of the Sale Date
		•	33%
                                            on the 1st anniversary of The Sale Date
		•	34%
                                            on the 2nd anniversary of The Sale Date





 


Performance Criteria not met Due to Termination by IBM
without Cause


 






    
	Equity Awards: December 15, 2020	Page 9 of 11



     


    

 



 


If prior to completion of The Transaction or prior to The
Sale Date, IBM terminates your employment without Cause (as such term is defined in section 2 of your Noncompetition Agreement), IBM agrees
that you satisfied the Performance Criteria of your Equity Award Agreement upon your termination of employment, and your PSUs will be
released on the following schedule after the date of your termination from employment (the “Termination Date”):


 


		•	33% on the 6 month anniversary of The Termination Date 
		•	33% on the 1st
anniversary of The Termination Date 
		•	34% on the 2nd
anniversary of The Termination Date 



 


Performance Criteria not met Due Lack of Comparable Offer
of Employment or Not Selected to be Chairman of the Board:


 


If The Transaction is completed, and you do not accept employment
with NewCo because


(i) you are not selected to be NewCo’s Chairman of the
Board; or (ii) the offer of employment is not comparable in the aggregate with your annual salary, bonus and equity award in effect at
the time of the Transaction, IBM agrees that you satisfied the Performance Criteria of your Equity Award Agreement upon your termination
of employment, and your PSUs will be released on the following schedule after the date of your termination from employment (the “Termination
Date”):


 


		•	33% on the 6 month anniversary of The Termination Date 
		•	33% on the 1st
anniversary of The Termination Date 
		•	34% on the 2nd
anniversary of The Termination Date 



 


Performance Criteria not met for other reasons


 


If, other than by death or disability
described below, your performance conditions are not met for any other reason by January 1, 2023, your PSUs will be cancelled when the
performance criteria have been determined to have not been met.


 


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 employee for any reason
(other than on account of death or are disabled as described in Section 12 of the Plan) before they vest in accordance with the terms
of your Equity Award Agreement, all PSUs are canceled immediately.


 


Death or Disability


 


Prior to the Date of Payout, (i) in the event of your death
or (ii) if you are disabled (as described in Section 12 of the Plan), all PSUs shall continue to vest and be released according to the
terms of your Equity Award Agreement. In the event The Transaction does not occur as envisaged by January 1, 2023, the PSUs would be released
by January 1, 2023.


  


 



    
	Equity Awards: December 15, 2020	Page 10 of 11



     


    




Terms and Conditions of Your Equity Award:


 


Provisions that apply to specific countries


 


a. Denmark


 


i. All Awards


 


Non-Solicitation


The following part of the above non-solicitation provision
does not apply to those individuals with the home country of Denmark: “In consideration of your Award, you agree that during your
employment with the Company and for two years following the termination of your employment for any reason, you will not directly or indirectly
hire, solicit or make an offer to any employee of the Company to be employed or perform services outside of the Company.”


 


b. Israel


 


i. All Awards


 


Data Privacy


In addition to the data privacy provisions in your Equity
Award Agreement, you agree that data, including your personal data, necessary to administer this Award may be exchanged among IBM and
its subsidiaries and affiliates as necessary (including transferring such data out of the country of origin both in and out of the EEA),
and with any vendor engaged by IBM to administer this Award.


 


c. United
States


 


i. All Awards


 


Nothing in the Plan prospectus, your Equity Award Agreement
or this Document affects your rights, immunities, or obligations under any federal, state, or local law, including under the Defend Trade
Secrets Act of 2016, as described in Company policies, or prohibits you from reporting possible violations of law or regulation to a government
agency, as protected by law.


 


If you are, and have been for at least 30 days immediately
preceding, a resident of, or an employee in Massachusetts at the time of the termination of your employment with IBM, cancellation and
rescission provisions of the Plan will not apply if you engage in competitive activities after your employment relationship has ended
with IBM. For the avoidance of doubt, cancellation and rescission provisions of the Plan will apply if you engage in (1) any Detrimental
Activity prior to your employment relationship ending with IBM or (2) any Detrimental Activity described in Section 13(a) of the Plan
other than engaging in competitive activities after your employment relationship has ended with IBM.


   






    
	Equity Awards: December 15, 2020	Page 11 of 11