Exhibit 10.1


 


Kyndryl Annual
Incentive Plan for Executives


 


Effective January 1, 2022


 


		1.	Purpose



 


The purpose of this Kyndryl Annual Incentive Plan for Executives (the
 “Plan”) is to promote the long-term value and success of Kyndryl Holdings, Inc. (“Kyndryl”) and its affiliates
and subsidiaries (together with Kyndryl, the “Company”) by attracting and retaining highly qualified executives and motivating
them to perform to the best of their abilities to advance the Company’s objectives and strategy.


 


		2.	Eligibility



 


The Compensation Committee of Kyndryl’s Board of Directors (the
 “Committee”), in its sole discretion, will select and designate the employees of the Company eligible to participate in the
Plan (each, a “Participant”) for all or a portion of a specified performance period. An employee who is a participant for
a specified performance period is not guaranteed or assured of being selected for participation in a subsequent performance period. A
performance period may be a fiscal year including, without limitation, the short fiscal year from January 1, 2022, through March 31,
2022.


 


		3.	Determination of Incentive Formula and/or Target Award



 


The Committee, in its sole discretion, will determine the terms, conditions,
performance criteria, and applicable incentive formulas for cash incentive awards (“Awards”) granted to Participants under
the Plan. The Awards may be established as a target, where the amount of a Participant’s target Award is based on that Participant’s
salary as of a particular date, a fixed dollar amount, or as otherwise determined by the Committee in its sole discretion.


 


The incentive formulas and additional terms and conditions applicable
to the Award may be set forth in documentation that (a) is not inconsistent with the terms and conditions of this Plan, (b) references
this Plan and (c) is approved by the appropriate officers of the Company. Such documentation may include, without limitation, an
internal Company website maintained by Kyndryl’s HR function for this purpose.


 


		4.	Determination of Performance Criteria



 


The Committee, in its sole discretion, will determine the performance
criteria applicable to any Award, which may include, without limitation:


 


		•	measures of individual performance,



 


		•	financial or non-financial performance,



 


		•	customer or client engagement, and



 


		•	human capital goals,



 






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such as the achievement of specific business objectives; cash flow
or cash position; earnings (which may include earnings before interest, tax, depreciation and amortization (“EBITDA”), adjusted
EBITDA, EBITDA and adjusted EBITDA lifetime value, earnings before interest and taxes, earnings before taxes and net earnings, and other
metrics); earnings per share; sustainability; achievement of ESG goals; expenses; gross margin; growth in stockholder value; internal
rate of return; market share; net income; net profit; net sales; operating cash flow; operating expenses; operating income; operating
margin; overhead or other expense reduction; productivity; profit; return on assets; return on capital; return on equity; return on investment;
return on sales; stock price; total stockholder return; revenue; contract awards; customer satisfaction, renewals or retention rates;
net promoter score; business divestitures or acquisitions; increases in specified indices; the attainment of growth rates; diversity and
inclusion; employee engagement; and any other measures of performance. The goals and performance factors may be established on any basis
the Committee determines relevant, in its sole discretion, and may be established on an individual, divisional, business unit or enterprise
basis. The performance goals may differ from Participant to Participant and from award to award.


  


		5.	Discretion to Change the Incentive Formula for Award



 





The incentive formula with respect to an Award is subject to change
at any time during the fiscal year and up to the date of payment. Notwithstanding any contrary provision of the Plan, the Committee may,
in its sole discretion and at any time up to the date of payment, increase, reduce or eliminate a Participant’s Award. The Award
may be below, at or above the target award, in the Committee’s sole discretion. The Committee, in its sole discretion, may determine
the amount of any increase or reduction based on such factors as it deems relevant and will not be required to establish any allocation
or weighting with respect to the factors it considers.


 


		6.	Payment of Award



 


An amount payable pursuant to an Award shall be paid at such time or
times as determined by the Committee but in no event later than the fifteenth day of the third month following (a) the end of the
performance period or (b) if later, the date the Award has been earned and is no longer subject to a substantial risk of forfeiture.
Unless otherwise determined by the Committee or as required by applicable law, to earn an Award, a Participant must be actively employed
by the Company on the last day of the performance period.


 


		7.	Clawback



 


Amounts payable under the Plan will be incentive compensation under
the terms of and subject to Kyndryl Clawback Policy.


 






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		8.	Taxes and Withholding, Section 409A



  


Payments under the Plan are subject to applicable income taxes and
employment taxes, as determined by the Company in its discretion. It is intended that amounts under the Plan be exempt from the application
of, or otherwise comply with, Section 409A of the Internal Revenue Code (“Section 409A”), and all provisions of
the Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.
For purposes of Section 409A, each of the payments that may be made under the Plan is designated as a separate payment.


 


		9.	Plan Administration



 


The Plan will be administered by the Committee. The Committee will
have all powers and discretion necessary or appropriate to administer the Plan, including, without limitation, the discretionary authority
to: determine which employees will be granted Awards; prescribe the terms and conditions of awards; interpret the Plan and the Awards;
adopt such procedures and subplans as are necessary or appropriate to permit participation in the Plan by employees who are foreign nationals
or employed outside of the United States; adopt rules for the administration, interpretation and application of the Plan; and interpret,
amend or revoke any such rules.


 


The Committee, in its sole discretion and on such terms and conditions
as it may provide, may delegate all or part of its authority and powers under the Plan to one or more directors and/or officers of the
Company. Except to the extent specifically reserved by the Committee, the appropriate directors and/or officers of the Company shall have
all of the authorities and powers reserved to the Committee under the Plan with respect to approving participation and Awards for Participants
other than the officers of the Company subject to Section 16 of the Securities Exchange Act of 1934.


 


The Company’s HR function shall be responsible for the ministerial
administration of the Plan (for example, payment of approved awards).


 


All determinations and decisions made by the Committee, Kyndryl’s
Board of Directors or its members, the Company’s officers, and any of their respective delegates pursuant to the provisions of the
Plan will be final, conclusive, and binding on all persons, and will be given the maximum deference permitted by law.


 


		10.	Unfunded Bonus Program



 


The Plan is intended to be a “bonus program” as defined
under U.S. Department of Labor Regulation 2510.3-2(c) and will be construed and administered in accordance with such intention. The
Plan is an unfunded plan. Participants are and shall be general creditors of the Company with respect to any Awards granted under the
Plan, if any.


 






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		11.	Venue






 


Any action or proceeding with respect to a Participant’s benefit
under the Plan shall be brought exclusively in the state and federal courts sitting in New York County or Westchester County, New York.
By participating in the Plan, Participants 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.


 


		12.	Right to Modify or Terminate Plan



 


Kyndryl reserves the unqualified right to suspend, replace or terminate
the Plan or to make changes or amendments to any of its provisions at any time and without prior notice. Such changes or amendments to
the Plan may be made by the Board of Directors of Kyndryl Holdings, Inc., the Committee, or either of their respective designees.


 


		13.	Governing Law



 


The Plan shall be construed, regulated and administered under the laws
of the State of New York, without regard to its conflict of law rules.


 


		14.	No Employment Rights or Contract



 


The Plan does not confer employment rights upon any person. No person
is entitled, by virtue of the Plan, to remain in the employ of the Company or to be rehired, and nothing in the Plan restricts the right
of the Company to terminate the employment of any person at any time.


 


		15.	No Assignment of Benefits



 


Plan payments are not subject to anticipation, alienation, pledge,
sale, transfer, or assignment, and any attempt to cause such amounts to be so subjected will not be recognized, other than by will or
by the laws of descent and distribution.


 


		16.	Successors



 


All obligations of the Company under the Plan, with respect to Awards
granted hereunder, will be binding on any successor to the Company, whether the existence of such successor is the result of a direct
or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business or assets of the Company.


 


		17.	Severability



 


In the event any provision of the Plan is held to be illegal or invalid
for any reason, such illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced
as if such illegal or invalid provisions had never been included in the Plan.


 






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