Exhibit 10.14


 


 


 


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


 


May 28, 2021


 


Maryjo Charbonnier


 


Dear Maryjo,


 


I am delighted to extend an offer of employment to
you at IBM as Chief Human Resources Officer, Kyndryl, currently the Managed Infrastructure Services unit of Global Technology Services
(excluding TSS).


 


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 Sign-on Payment Repayment Agreement and the Noncompetition Agreement to me via email.


 


Sincerely,


 


	/s/ Nickle LaMoreaux	





Nickle LaMoreaux


Senior Vice President and Chief Human Resources Officer,


IBM Human Resources


 


Attachments





 






    


     


    

 


May 28, 2021


Maryjo Charbonnier


 


This letter (the “Offer Letter”) confirms
our offer of IBM employment to you as Chief Human Resources Officer, Kyndryl, reporting directly to Martin Schroeter, Chief Executive
Officer, Kyndryl and based in New York, NY. Your primary responsibilities will be to ensure completion of The Transaction, as described
below, and other responsibilities as agreed upon between you and Kyndryl’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 $615,000.00, and you will have an opportunity to receive a $770,000.00 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 start date and termination date.


 


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 The Transaction is completed, 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. In the event of termination without Cause (as defined in your
Noncompetition Agreement with IBM) prior to The Closing Date, IBM in its sole discretion may decide to provide a partial payment of $200,000.00
of the bonus.


 


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 or in part 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 payable
by February 1, 2022, 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 your Noncompetition Agreement with IBM).


 


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 your performance in moving The Transaction to
closure was not a contributing factor in the decision not to complete The Transaction or sell to another buyer, and your performance
is otherwise satisfactory, you will 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, to receive the bonus
payout.


 






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May 28, 2021


Maryjo Charbonnier


 


New Hire Equity:


 


You will be awarded a new hire equity grant of $1,000,000.00
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.	If The Transaction is completed as envisaged, immediately following The Closing Date you accept employment at NewCo as the Chief Human
Resources Officer, provided this performance criterion is excused if NewCo’s offer of employment is not comparable in the aggregate
to the terms of this offer letter, including your annual salary, bonus, equity award, and geographic location which cannot be greater
than 50 miles from your work location.



 


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.


 


Sign-on Equity Award:


 


You will be also be awarded a Sign-On Equity Grant
of $700,000.00 in planned value. You will receive 100% of this planned value in Retention Restricted Stock Units (RRSUs) (the “Sign-On
Equity 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 RRSUs 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. 100% of your Sign-on Equity Grant is anticipated to vest on the second anniversary
of the grant date. RRSUs are equivalent in value to shares of IBM stock and, once vested and released, are paid out in stock (or cash
in select countries). Upon The Closing Date, the Sign-On Equity Award will be converted in a manner consistent with similar awards.


 






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May 28, 2021


Maryjo Charbonnier


 


If IBM terminates your employment without Cause (as
defined in your Noncompetition Agreement with IBM) and your performance is otherwise satisfactory, you will continue to be eligible to
vest and receive your Sign-On Equity Award as scheduled.


 


Except as specified above, PSUs and RRSUs are subject
to the terms and conditions of the applicable IBM Long-Term Performance Plan, award agreements, and terms and conditions documents. Additional
details about the award will be provided to you after your IBM employment begins. Subsequent grants may be awarded in IBM’s discretion
based on your performance and contribution to the business.


 


Your formal award agreements and associated terms
and conditions for your New Hire Equity and Sign-On Equity will include the terms set forth in the draft documents provided to you with
this Offer Letter without material change, provided, however, that with respect to your New Hire Equity, the sentence on p. 10 of the
June 1, 2020 Terms & Conditions document that “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 cancelled immediately” shall not be interpreted to supersede the provisions therein with respect to vesting upon Performance
Criteria not being met due to certain specified reasons involving the termination of your employment.


 


Sign-on Bonus Payment:


 


As part of your employment offer, you will be provided
a sign-on bonus of $875,000.00, which will be included in one of your semi-monthly paychecks within two months of the commencement of
your IBM employment. This payment will be less applicable tax withholdings. Please note the payment is subject to the terms and conditions
of the repayment agreement attached and requires your signature. Please see the attached repayment agreement for the complete terms.


 


Executive Coach:


 


You will be provided with an Executive Coach via
Crenshaw through the earlier of  The Closing Date or December 31, 2021. The Executive Coach will either be paid for directly by IBM or
eligible for reimbursement.


 






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May 28, 2021


Maryjo Charbonnier


 


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. 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.


 


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.


 






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May 28, 2021


Maryjo Charbonnier


 


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.


 


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/ Maryjo
    Charbonnier	 
	 	 	 
	Date:	June 1, 2021	 
	 	 	 
	Projected Start Date:	July 6, 2021	 


 






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IBM


 


Executive Sign-on Payment Repayment Agreement


 


This form must be completed in order to
receive your Sign-On Payment.


 


	Employee Name	Date of Hire	E-Mail Address
	 	 	 
	Maryjo Charbonnier	TBD	 
	 	 	 
	Phone	Resident Location	Work Location
	 	 	 
	 	 	New York


 


Prior to receiving any payment, I understand and agree to the following
terms:


 


		·	I am eligible to receive a sign-on payment in the total amount of $875,000.00.
The payment ("Payment Amount") will be made as identified in the schedule below.



		·	The Payment Amount is earned on the Payment Earned Date identified in the
schedule below.



		·	Except as otherwise provided below, if my employment with IBM or NewCo ends
within one year after my date of hire, I will repay to my employer the Payment Amount.



		·	In connection with IBM’s announced intention to spin-off the Managed
Infrastructure Services business (NewCo) as a separate publicly listed company, which will occur on the date of the closing of such spin-off
(the Closing Date), referred to below as the Transaction, my repayment requirement will continue with NewCo.



		·	However, in the event that my employment with IBM or NewCo is terminated
within the first year of my employment for any of the following reasons, the repayment requirement mentioned above will not apply.



		1.	IBM unilaterally decides to formally change course and announces that it will not move forward with the Transaction, and the IBM Chief
Executive Officer determines that my performance in moving The Transaction to closure was not a contributing factor in the decision not
to complete The Transaction, and my performance was otherwise satisfactory;



		2.	NewCo is purchased by another buyer and the IBM Chief Executive Officer determines that my performance was not a contributing factor
in the decision to sell to another buyer, and my performance was otherwise satisfactory, but I am NOT selected for a role in NewCo that
is substantially comparable in the aggregate to the terms of my offer letter, including my annual salary, bonus, equity award, and geographic
location (which cannot be greater than 50 miles from my work location); or



		3.	Without Cause (as defined in my Noncompetition Agreement with IBM).



		·	If I take a leave of absence from working for my employer on an active, full-time
basis before the Payment Earned Date or during the repayment period, the Payment Earned Date and my obligation to repay the relevant installment
payment will be extended for the period of the leave of absence.



		·	Similarly, if I convert to part-time employment status from active, full-time
employment at IBM before the Payment Earned Date or during the repayment period, the Payment Earned Date and my obligation to repay the
payment will be extended for the period of time represented by the difference between one year’s active, full-time employment and
the hours worked on my part- time employment schedule.



 


To the extent permitted by law, I also authorize my employer to deduct
any unearned sign-on payment balance, less any tax withholdings, owed to my employer from any funds my employer may owe me at the time
of my departure, such as wages, commissions, vacation, or bonus payments. If, after my employer has deducted the amount from funds owed
to me at the time of my departure, a balance owed to my employer remains, I shall repay the balance to my employer.


 


	*IBM Confidential	1 









 






    


     


    

 


IBM


 


Executive Sign-on Payment Repayment Agreement


 


This Sign-on Payment Repayment Agreement does not constitute a contract
of employment or create or grant any right to continued employment with IBM for any period of time. My employment remains “at will”
and may end at any time by IBM, NewCo or me, as applicable.


 


	Payment Amount	Payment Date	Payment Earned Date
	$875,000	Within 60 days of hire	1 year from my date of hire
	 	 	at IBM


 


	Employee Signature	Date
	/s/
    Maryjo Charbonnier	6/1/21


 


	*IBM Confidential	2