Exhibit 10.4


 


	
   

  	
   

  	
  International Business
  Machines Corporation (“IBM”)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Stock
  Option Award Agreement 

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Identification

  	
   

  	
  Name: Sample
Home Country & Employee ID: United States (USA) SAMP

  
	
   

  	
   

  	
   

  
	
  Purpose

  	
   

  	
  The purpose of this grant
  is to retain selected executives and employees whose skills and talents are
  important to IBM’s operations and to align their interests with those of
  IBM’s stockholders.  You recognize that
  these options represent a potentially significant benefit to you and are
  granted for the purposes stated here.

  
	
   

  	
   

  	
   

  
	
  Grant

  	
   

  	
  Date of Grant: xx

  Price Per Share: xx

  Nonqualified Stock Options (NQSOs): xx

  
	
   

  	
   

  	
   

  
	
  Vesting
  and Term

  	
   

  	
  Options become exercisable
  in 4 equal installments on the first 4 anniversaries of the date of
  grant.  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Options expire 10 years
  from the date of grant, subject to earlier termination under Sections 12 and
  13 of the Plan and as set forth below.

  
	
   

  	
   

  	
   

  
	
  Death,
  Disability, Termination of

  Employment

  	
   

  	
  Death or
  Disability:  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In the event of your death,
  all Options 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 or its subsidiaries or affiliates, any unvested Options shall
  continue to vest as if you were fully employed.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Termination
  of Employment  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If your employment
  terminates for any reason (other than for cause):

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  any options that are not
  exercisable as of the date your employment terminates shall be canceled
  immediately, and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  any options that are
  exercisable as of the date your employment terminates will remain exercisable
  for 90 days after the date of termination, after which any unexercised
  options are canceled; provided, however, that if you are an executive when
  your employment with IBM terminates (other than for cause) after age 55 with
  at least 15 years of IBM service at the time of termination, any options that
  are exercisable as of the date your employment terminates shall remain
  exercisable for the full term as set forth above.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If your employment
  terminates for cause, all options are canceled immediately.

  



 


1 of 2
















 


	
  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.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  All determinations
  regarding enforcement, waiver or modification of the cancellation and
  rescission and other provisions of the Plan and this Agreement (including the
  provisions relating to death, disability and termination of employment) shall
  be made in IBM’s sole discretion. 
  Determinations made under this 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 this Agreement are
  reasonable and agree not to challenge the reasonableness of such provisions,
  even where forfeiture of options is the penalty for violation.

  
	
   

  	
   

  	
   

  
	
  Non-Solicitation

  	
   

  	
  In consideration of this
  award, you agree that during your employment with IBM and for one year
  following the termination of your employment for any reason, you will not
  directly or indirectly:  a) hire,
  solicit or make an offer to any employee of the Company (as defined in the
  Plan) to be employed or perform services outside of the Company; or b)
  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 IBM.  By
  accepting this award, you acknowledge that IBM would suffer irreparable harm
  if you fail to comply with the foregoing, and that IBM would be entitled to
  any appropriate relief, including money damages, equitable relief and
  attorneys’ fees.

  
	
   

  	
   

  	
   

  
	
  Jurisdiction,
  Governing Law,

  Expenses and Taxes

  	
   

  	
  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 this
  Agreement.

  This Agreement shall be governed by the laws of the State of New York,
  without regard to conflicts or choice of law rules or principles.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If you or IBM bring an
  action to enforce this Agreement and IBM prevails, you will pay all costs and
  expenses incurred by IBM in connection with that action and in connection
  with collection, including reasonable attorneys’ fees.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If IBM, in its sole
  discretion, determines that it has incurred or will incur any obligation to
  withhold taxes as a result of this award, IBM may withhold the number of
  shares that it determines is required to satisfy such liability and, to the
  extent that such amounts are not withheld, you will pay to IBM any amount
  demanded by IBM for the purpose of satisfying such liability.

  
	
   

  	
   

  	
   

  
	
  Miscellaneous

  	
   

  	
  In consideration of this
  option grant, you agree (i) to comply with the terms of the Plan and this
  Agreement, including those provisions relating to cancellation and rescission
  of awards and (ii) that by your acceptance of this award, all awards and
  options previously granted to you under the Plan or prior IBM plans are
  subject to the terms set forth above under “Cancellation and Rescission” and “Jurisdiction,
  Governing Law, Expenses and Taxes.” The Company may alter, amend or terminate
  this Agreement without your consent, upon written notice to you.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By accepting this award,
  you acknowledge having received and read the Plan, and you consent to
  receiving information and materials in connection with this award or any
  subsequent awards under the Company’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.  This Agreement and the Plan, which is
  incorporated herein by reference, constitute the entire agreement between you
  and IBM regarding the terms and conditions of this Award.

  



 


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  International Business
  Machines Corporation (“IBM”)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Long-Term
  Incentive Program Award Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Under the IBM 1999
  Long-Term Performance Plan (the “Plan”).

  
	
   

  	
   

  	
   

  
	
  Identification

  	
   

  	
  Name: Sample

  Home Country & Employee ID: United  States (USA) SAMP

  
	
   

  	
   

  	
   

  
	
  Purpose

  	
   

  	
  The purpose of this award
  is to retain members of IBM’s senior leadership team. You recognize that
  these Performance Stock Units (PSUs) represent a potentially significant
  benefit to you and are awarded for the purposes stated here.

  
	
   

  	
   

  	
   

  
	
  Award

  	
   

  	
  Date of award: xx

  Number of PSUs awarded: xx

  
	
   

  	
   

  	
   

  
	
  Vesting

  	
   

  	
  You can earn the PSUs
  awarded based on IBM’s performance in achieving cumulative business targets
  of earnings-per-share and cash flow, weighted 80/20 respectively, over a
  3-year period beginning xx/xx/xxxx and ending xx/xx/xxxx (“Performance
  Period”).  Performance against each of
  the targets will be subject to separate payout calculations according to the
  following table:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  % of Target

  	
   

  	
  <70

  	
  %

  	
  70

  	
  %

  	
  80

  	
  %

  	
  90

  	
  %

  	
  100

  	
  %

  	
  110

  	
  %

  	
  >120

  	
  %

  
	
   

  	
   

  	
  % of PSU’s earned

  	
   

  	
  0

  	
  %

  	
  25

  	
  %

  	
  50

  	
  %

  	
  75

  	
  %

  	
  100

  	
  %

  	
  125

  	
  %

  	
  150

  	
  %

  
	
   

  	
   

  	
   

  
	
  Payout of
  award

  	
   

  	
  After the end of the Performance
  Period, IBM shall either (a) deliver to you a number of shares of the
  Company’s 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
  IBM common 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 and this Agreement relating
  to the cancellation and rescission of awards.

  
	
   

  	
   

  	
   

  
	
  Ceasing to
  be an active, full-time

  employee or Senior Leadership

  Team member

  	
   

  	
  Death or
  Disability: 

  
	
   

  	
   

  	
  In the event of your death
  or if you become disabled (as described in Section 12 of the Plan), all
  PSUs shall be prorated and the reduced number of PSUs will be earned based on
  IBM performance over the entire Performance Period.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Other:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If you cease to be an
  active, full-time employee for any other reason before the payout of the
  PSUs, all PSUs are canceled immediately.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If you remain an active,
  full-time employee but cease to be a member of the IBM Senior Leadership Team
  (“SLT”) before the payout of the PSUs but after your completion of at least
  one year as an SLT member during the Performance Period, the total number of
  PSUs under this award will be prorated for the number of months completed as
  an SLT member during the Performance Period. 
  The prorated number of PSUs will be paid out on schedule as
  outlined above.  If you have not
  completed at least one year as an SLT member during the Performance Period,
  the PSUs under this award will be canceled immediately.

  



 


1  of 2
















 


	
  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.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  All determinations
  regarding enforcement, waiver or modification of the cancellation and
  rescission and other provisions of the Plan and this Agreement (including the
  provisions relating to death, disability and termination of employment) shall
  be made in IBM’s sole discretion. 
  Determinations made under this 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 this Agreement are
  reasonable and agree not to challenge the reasonableness of such provisions,
  even where forfeiture is the penalty for violation.

  
	
   

  	
   

  	
   

  
	
  Non-Solicitation

  	
   

  	
  In consideration of this
  award, you agree that during your employment with IBM and for one year
  following the termination of your employment for any reason, you will not
  directly or indirectly:  a) hire,
  solicit or make an offer to any employee of the Company (as defined in the
  Plan) to be employed or perform services outside of the Company; or b)
  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 IBM.  By
  accepting this award, you acknowledge that IBM would suffer irreparable harm
  if you fail to comply with the foregoing, and that IBM would be entitled to
  any appropriate relief, including money damages, equitable relief and
  attorneys’ fees.

  
	
   

  	
   

  	
   

  
	
  Jurisdiction,
  Governing Law,

  Expenses and Taxes

  	
   

  	
  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 this
  Agreement.

  This Agreement shall be governed by the laws of the State of New York,
  without regard to conflicts or choice of law rules or principles.  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If you or IBM bring an
  action to enforce this Agreement and IBM prevails, you will pay all costs and
  expenses incurred by IBM in connection with that action and in connection
  with collection, including reasonable attorneys’ fees.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If IBM, in its sole
  discretion, determines that it has incurred or will incur any obligation to
  withhold taxes as a result of this award, IBM may deduct from the amount
  payable to you hereunder any amount 
  necessary to satisfy such liability and, to the extent that such
  amounts are not withheld, you will pay to IBM any amount demanded by IBM for
  the purpose of satisfying such liability.

  
	
   

  	
   

  	
   

  
	
  Miscellaneous

  	
   

  	
  In consideration of this
  award, you agree (i) to comply with the terms of the Plan and this Agreement,
  including those provisions relating to cancellation and rescission of awards
  and (ii) that by your acceptance of this award, all awards and options
  previously granted to you under the Plan or prior IBM plans are subject to
  the terms set forth above under “Cancellation and Rescission” and
  “Jurisdiction, Governing Law, Expenses and Taxes.” The Company may alter,
  amend or terminate this Agreement without your consent, upon written notice
  to you.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By accepting this award,
  you acknowledge having received and read the Plan, and you consent to
  receiving information and materials in connection with this award or any
  subsequent awards under the Company’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.  This Agreement and the Plan, which is
  incorporated herein by reference, constitute the entire agreement between you
  and IBM regarding the terms and conditions of this Award.

  



 


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  International Business
  Machines Corporation (“IBM” or the “Company”), Armonk, New York  10504

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Restricted
  Stock Unit and Stock Option Award Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Under the IBM 1999
  Long-Term Performance Plan (the “Plan”).

  
	
   

  	
   

  	
   

  
	
  Identification

  	
   

  	
  Name: Sample
Home Country & Employee ID: United States (USA) SAMP

  
	
   

  	
   

  	
   

  
	
  Grant

  	
   

  	
  Under Sections 6 (a) and
  (c) of the 1999 Long-Term Performance Plan (the “Plan”), as of xx/xx/xxxx  (the “Award Date”) the Company has awarded
  to you the following:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Restricted Stock Units
  (“RSUs”): xx

  Stock Options (“Options”): xx

  
	
   

  	
   

  	
  Price Per Share: xx

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  All of the terms,
  conditions and other provisions of the Plan are incorporated by reference
  herein.  Capitalized terms used in this
  Agreement but not defined herein shall have the same meanings as in the
  Plan.  If there is any conflict between
  the provisions of this document and provisions of the Plan, the provisions of
  the Plan govern.  By accepting the
  grant of the RSUs and Options, you agree to be bound by all the terms and
  provisions of the Plan (as presently in effect or later amended), rules and
  regulations under the Plan adopted from time to time, and decisions and
  determinations made from time to time by the Committee, the Chief Executive
  Officer or other senior officer designated by the Committee.

  
	
   

  	
   

  	
   

  
	
  Restricted
  Stock Units

  (RSUs)

  	
   

  	
  The RSUs awarded under this
  Agreement will vest 100% on the fourth anniversary of the Award Date (“Vesting
  Date”).  Provided that you are still
  employed by the Company or a subsidiary of the Company on the Vesting Date,
  the Company shall, as soon as practicable following the Vesting Date, either
  (a) deliver to you a number of shares of the Company’s Capital Stock equal to
  the aggregate number of RSUs which became vested on the Vesting Date or (b)
  make a cash payment to you equal to the Fair Market Value on the Vesting Date
  multiplied by the number of RSUs which became vested on the Vesting Date, in
  either case, net of any applicable withholding tax requirements, and the
  respective RSUs shall thereafter be canceled. 
  Fair Market Value will be calculated in your home country currency at
  the exchange rate as reported in the Wall Street Journal, New York edition
  published on the business day immediately preceding the payment date.  RSUs are not shares of IBM Capital Stock
  and do not convey any stockholder rights.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In the event your
  employment with the Company or its subsidiary or affiliate terminates prior
  to the Vesting Date, all then unvested RSUs under this Agreement shall be
  canceled; provided, however, if you are an executive when your employment
  terminates (other than for Cause) after you have attained age 55, completed
  at least 15 years of service with IBM at the time of termination, and
  completed at least one year of active service during the period between the
  Award Date and the Vesting Date, the total number of RSUs under this award
  will be prorated for the number of months completed as an active employee
  during the Vesting Period.  The
  prorated number of RSUs will be paid as soon as is practicable following the
  termination of employment in cash or stock as set forth above.

  
	
   

  	
   

  	
   

  
	
  RSU Award
  - Dividend Equivalents

  	
   

  	
  Prior to the Vesting Date,
  the Company shall cause to be paid to you an amount equal to the dividend
  paid on one share of IBM Capital Stock whenever such actual dividends are
  paid to IBM stockholders for each RSU awarded (but not yet vested) hereunder,
  provided that the respective RSUs have been awarded as of the dividend record
  date.

  



 


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  Stock
  Option Award - 

  Vesting and Term

  	
   

  	
  Your Options have an
  exercise price per share of $xx.xx (the “Option Price”).  The Options will become exercisable 25% on
  the first anniversary of the Award Date and 25% on each successive
  anniversary of the Award Date, with 100% becoming exercisable after four
  years (each such date an “Option Vesting Date”).  Subject to earlier termination pursuant to
  sections “Stock Option Award - Termination of Employment” and “Cancellation
  and Rescission” below, the Option shall expire on the close of business on
  the tenth anniversary of the Award Date (the “Stated Expiration Date”).

  
	
   

  	
   

  	
   

  
	
  Stock
  Option Award - 

  Termination of Employment

  	
   

  	
  In the event that your
  employment terminates prior to the applicable Option Vesting Date for any
  reason, all Options granted under this agreement which are not exercisable as
  of the date of such termination of employment shall be canceled immediately.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Any Options which are
  exercisable as of the date of your termination of employment will remain
  exercisable for a period of 90 days (but in no event past the Stated
  Expiration Date) after the date of such termination, and shall expire at the
  end of such period; provided, however, if you are an executive when your
  employment terminates (other than for Cause) after you have attained age 55
  and completed at least 15 years of service with IBM, any Options which are
  exercisable as of the date of your termination of employment shall remain
  exercisable until the Stated Expiration Date.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notwithstanding anything
  herein to the contrary, if your employment is terminated for Cause, all
  Options, whether or not exercisable will be canceled immediately.

  
	
   

  	
   

  	
   

  
	
  Death and
  Disability

  	
   

  	
  In the event of your death,
  any unvested RSUs then outstanding hereunder shall vest immediately and all
  Options 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 or its subsidiaries or affiliates, any unvested RSUs and Options
  shall continue to vest as if you were fully employed.

  
	
   

  	
   

  	
   

  
	
  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.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  All determinations
  regarding enforcement, waiver or modification of the cancellation and
  rescission and other provisions of the Plan and this Agreement (including the
  provisions relating to death, disability and termination of employment) shall
  be made in IBM’s sole discretion. 
  Determinations made under this 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 this Agreement are
  reasonable and agree not to challenge the reasonableness of such provisions,
  even where forfeiture is the penalty for violation.

  
	
   

  	
   

  	
   

  
	
  Jurisdiction,
  Governing

  Law, Expenses and Taxes

  	
   

  	
  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 this
  Agreement.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  This Agreement shall be
  governed by the laws of the State of New York, without regard to any
  conflicts or choice of law rules or principles.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If you or the Company bring
  an action to enforce this 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 collections, including reasonable attorneys’ fees.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If the Company, in its sole
  discretion, determines that it has incurred or will incur any obligation to
  withhold any taxes as a result of this award, the Company will (a) deduct
  from the Cash value of the RSUs payable to you any amount necessary to
  satisfy such liability and/or (b) withhold the number of shares that it
  determines is required to satisfy such liability.  To the extent that the Company does not
  withhold such amounts or shares, you will, upon demand therefore by the
  Company, pay to the Company any amount demanded for the purpose of satisfying
  such liability.

  



 


2 of 3
















 


	
  Non-Solicitation

  	
   

  	
  In consideration of this
  award, you agree that during your employment with IBM and for one year
  following the termination of your employment for any reason, you will not
  directly or indirectly:  a) hire,
  solicit or make an offer to any employee of the Company (as defined in the
  Plan) to be employed or perform services outside of the Company; or b)
  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 IBM.  By
  accepting this award, you acknowledge that IBM would suffer irreparable harm
  if you fail to comply with the foregoing, and that IBM would be entitled to
  any appropriate relief, including money damages, equitable relief and
  attorneys’ fees.

  
	
   

  	
   

  	
   

  
	
  Miscellaneous

  	
   

  	
  This award shall not be
  considered part of your annual compensation for purposes of calculating
  benefits under any IBM plan or program.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In consideration of this
  award of options and RSUs, you agree (i) to comply with the terms of the Plan
  and this Agreement, including those provisions relating to cancellation and
  rescission of awards and (ii) that by your acceptance of this award,  all awards and options previously granted
  to you under the Plan or prior IBM plans are subject to the terms set forth
  above under “Cancellation and Rescission” and “Jurisdiction, Governing Law,
  Expenses and Taxes.” The Company may alter, amend or terminate this Agreement
  without your consent, upon written notice to you.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By accepting this award,
  you acknowledge having received and read the Plan, and you consent to
  receiving information and materials in connection with this award or any
  subsequent awards under the Company’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.  This Agreement and the Plan, which is
  incorporated herein by reference, constitute the entire agreement between you
  and IBM regarding the terms and conditions of this Award.

  



 


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