Exhibit 10.1


 


	 
	
   

  	
   

  	
  International Business
  Machines Corporation (“IBM”)

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
   

  	
   

  	
  Equity
  Award Agreement

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
  Plan

  	
   

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

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
  Award Type

  	
   

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

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
  Purpose

  	
   

  	
  The purpose of this Award
  is to retain selected employees and executives. You recognize that this Award
  represents a potentially significant benefit to you and is awarded for the
  purpose stated here.

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
  Awarded to  Home
  Country  Global ID

  	
   

  	
  Sample

  United States (USA) [Employee ID]

  [Global ID]

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
  Award
  Agreement

  	
   

  	
  This Equity Award
  Agreement, together with the “Terms and Conditions of Your Equity Award:
  Effective June 8, 2009” (“Terms and Conditions”) document and the Plan http://w3.ibm.com/hr/exec/comp/eq_prospectus.shtml, both of which are
  incorporated herein by reference, together constitute the entire agreement
  between you and IBM with respect to your Award. This Equity Award Agreement
  shall be governed by the laws of the State of New York, without regard to
  conflicts or choice of law rules or principles.

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
  Grant

  	
   

  	
  Date of Grant: [Month
  Date, Year]

  [Exercise Price:  $XX]

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

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
  Vesting

  	
   

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

  	 

	 
	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  Options/Units/Shares/SARs

  	
  Date

  
	
   

  	
   

  	
  [number of shares]

  	
  [month date year]

  
	
   

  	
   

  	
  [number of shares]

  	
  [month date year]

  
	
   

  	
   

  	
  [             “            ]

  	
  [             “            ]

  
	 
	
   

  	
   

  	
   

  	 

	 
	
   

  	
   

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

  	 

	 
	
   

  	
   

  	
   

  	 

	
  Terms and
  Conditions of Your Equity Award

  	
   

  	
  Refer to the Terms and
  Conditions  document http://w3.ibm.com/hr/exec/comp/eq_prospectus.shtml  for an
  explanation of the terms and conditions applicable to your Award, including
  those relating to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  Cancellation and rescission
  of awards (also see below)

  
	
   

  	
   

  	
  ·

  	
   

  	
  Jurisdiction, governing
  law, expenses and taxes

  
	
   

  	
   

  	
  ·

  	
   

  	
  Non-solicitation of Company
  employees and clients, if applicable

  
	
   

  	
   

  	
  ·

  	
   

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

  
	
   

  	
   

  	
  ·

  	
   

  	
  Treatment of your Award
  upon termination of employment, including retirement or for cause (also see
  below)

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Termination of Employment

  	
   

  	
  Your unvested
  and/or outstanding Award will continue to vest and/or remain outstanding upon
  the termination of employment if all of the following criteria are met:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  You are on the
  performance team, or any successor team thereto, at the time of termination
  of employment;

  
	
   

  	
   

  	
  ·

  	
   

  	
  You have completed
  at least one year of active service since the Award Date of Grant;

  
	
   

  	
   

  	
  ·

  	
   

  	
  You have reached
  age 55 with 15 years of service at the time of termination of employment (age
  60 with 15 years of service for the Chairman and CEO); and

  
	
   

  	
   

  	
  ·

  	
   

  	
  Appropriate senior
  management, the Committee or the Board, as appropriate, do not exercise their
  discretion to cancel or otherwise limit the vesting or exercise of the Award.

  
								



 


1

















 




	
  Cancellation
  and Rescission

  	
   

  	
  You understand that IBM may
  cancel, modify, rescind, suspend, withhold or otherwise limit or restrict this
  Award in accordance with the terms of the Plan, including, without
  limitation, canceling or rescinding this Award if you render services for a
  competitor prior to, or during the Rescission Period. You understand that the
  Rescission Period that has been established is 12 months. Refer to the Terms
  and Conditions document and the Plan for further details.

  
	
   

  	
   

  	
   

  
	
  Data
  Privacy, Electronic Delivery

  	
   

  	
  By accepting this Award,
  you agree that data, including your personal data, necessary to administer
  this Award may be exchanged among IBM and its subsidiaries and affiliates as
  necessary, and with any vendor engaged by IBM to administer this Award,
  subject to the Terms and Conditions document; you also consent to receiving
  information and materials in connection with this Award or any subsequent
  awards under IBM’s long-term performance plans, including without limitation
  any prospectuses and plan documents, by any means of electronic delivery
  available now and/or in the future (including without limitation by e-mail, by
  Web site access and/or by facsimile), such consent to remain in effect unless
  and until revoked in writing by you.

  
	
   

  	
   

  	
   

  
	
  Extraordinary
  Compensation

  	
   

  	
  Your participation in the
  Plan is voluntary. The value of this Award is an extraordinary item of
  income, is not part of your normal or expected compensation and shall not be
  considered in calculating any severance, redundancy, end of service payments,
  bonus, long-service awards, pension, retirement or other benefits or similar
  payments. The Plan is discretionary in nature. This Award is a one-time
  benefit that does not create any contractual or other right to receive
  additional awards or other benefits in the future. Future grants, if any, are
  at the sole grace and discretion of IBM, including but not limited to, the
  timing of the grant, the number of units and vesting provisions. This Equity
  Award Agreement is not part of your employment agreement, if any.

  
	
   

  	
   

  	
   

  
	
  Accept
  Your Award

  	
   

  	
  You hereby agree
  that if you are asked to sign an agreement relating to noncompetition and/or
  confidential and proprietary information (“Corresponding Agreement”), and you
  do not execute the Corresponding Agreement by the applicable deadline, then
  any acceptance of this Award will be null and void and of no effect and this
  Award shall be cancelled.

   

  This Award is considered
  valid when you accept it, subject, to the extent applicable, to the execution
  of the Corresponding Agreement. 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 enter into any derivative
  transaction on IBM securities (e.g., any short sale, put, swap, forward,
  option, collar, etc.) to hedge your position with regard to this Award or any
  previously-granted outstanding awards (ii) to comply with the terms of
  the Plan, this Equity Award Agreement and the Terms and Conditions document,
  including those provisions relating to cancellation and rescission of awards
  and jurisdiction and governing law and (iii) that by your acceptance of
  this Award, all awards previously granted to you under the Plan or other IBM
  Long-Term Performance Plans are subject to the “Cancellation and Rescission”
  section of this Agreement (unless your previous award
  agreement(s) specified a longer Rescission Period, in which case such
  longer period will apply) and the “Cancellation and Rescission” section of
  the Terms and Conditions document.

  






 


2
















 


	
   

  	
   

  	
  International Business
  Machines Corporation (“IBM”)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Equity
  Award Agreement

  
	
   

  	
   

  	
   

  
	
  Plan

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Award Type

  	
   

  	
  Performance Share Units (PSUs)

  
	
   

  	
   

  	
   

  
	
  Purpose

  	
   

  	
  The purpose of this Award
  is to retain selected executives.  You
  recognize that this Award represents a potentially significant benefit to you
  and is awarded for the purpose stated here.

  
	
   

  	
   

  	
   

  
	
  Awarded to

  Home Country

  Global ID

  	
   

  	
  Sample

  United States (USA) [Employee ID]

  [Global ID]

  
	
   

  	
   

  	
   

  
	
  Award Agreement

  	
   

  	
  This Equity Award
  Agreement, together with the “Terms and Conditions of Your Equity Award:
  Effective June 8, 2009” (“Terms and Conditions”) document and the Plan http://w3.ibm.com/hr/exec/comp/eq_prospectus.shtml,
  both of which are incorporated herein by reference, together constitute the
  entire agreement between you and IBM with respect to your Award.  This Equity Award Agreement shall be
  governed by the laws of the State of New York, without regard to conflicts or
  choice of law rules or principles.

  
	
   

  	
   

  	
   

  
	
  Grant

  	
   

  	
  Date of Grant

  	
  # PSUs Awarded

  	
  Performance Period

  	
  Date of Payout

  
	
   

  	
   

  	
  [month day year]

  	
  [amount]

  	
  [dates]

  	
  [date]

  
	
   

  	
   

  	
  [month day year]

  	
  [amount]

  	
  [dates]

  	
  [date]

  
	
   

  	
   

  	
  [          
  “            ]

  	
  [    
  “      ]

  	
  [   “   
  ]

  	
  [  “  
  ]

  
	
   

  	
   

  	
   

  
	
  Vesting

  	
   

  	
  You can earn the PSUs
  awarded above based on IBM’s performance in achieving cumulative business
  targets of earnings-per-share and cash flow, weighted 80/20 respectively,
  over the 3-year Performance Period applicable to the award. Performance
  against each of the targets will be subject to separate payout calculations
  according to the following table (which will be applied
  separately for each award of PSUs listed above):

  



 




	
   

  	
   

  	
  % of Target

  	
  <70%

  	
  70%

  	
  80%

  	
  90%

  	
  100%

  	
  110%

  	
  >120%

  
	
   

  	
   

  	
  % of PSUs earned

  	
  0%

  	
  25%

  	
  50%

  	
  75%

  	
  100%

  	
  125%

  	
  150%

  






 


	
  Payout of Awards

  	
   

  	
  On the Date of Payout, the
  Company shall either (a) deliver to you a number of shares of Capital
  Stock equal to the number of your earned PSUs, or (b) make a cash
  payment to you equal to the value of your earned PSUs at the end of the
  Performance Period, in either case, net of any applicable tax withholding,
  and the respective PSUs shall thereafter be canceled.  If paid in cash, the value of each PSU at
  the end of the Performance Period shall be equal to the average closing
  price, as reported on the New York Stock Exchange (“NYSE”), of one share of
  Capital Stock for the month of January following the end of the
  Performance Period.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  All payouts under this
  Award are subject to the provisions of the Plan, this Agreement and the Terms
  and Conditions document, including those relating to the cancellation and
  rescission of awards.

  
	
   

  	
   

  	
   

  
	
  Terms and

  Conditions of Your 

  	
   

  	
  Refer to the Terms and
  Conditions  document http://w3.ibm.com/hr/exec/comp/eq_prospectus.shtml  for an
  explanation of the terms and conditions applicable to your Award, including
  those relating to:

  
	
  Equity Award

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  Cancellation and rescission
  of awards (also see below)

  
	
   

  	
   

  	
  ·

  	
   

  	
  Jurisdiction, governing
  law, expenses and taxes

  
	
   

  	
   

  	
  ·

  	
   

  	
  Non-solicitation of Company
  employees and clients, if applicable

  
	
   

  	
   

  	
  ·

  	
   

  	
  Treatment of your
  Award in the event of death or disability or leave of absence (also see
  below)

  
	
   

  	
   

  	
  ·

  	
   

  	
  Treatment of your
  Award upon termination of employment, including retirement or for cause (also
  see below)  

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  



 


1

















 


	 
	
  Termination
  of Employment or Leave of Absence  

  	
   

  	
  Your unvested Award
  continues to vest upon termination of employment or the time you cease to be
  an active, full-time employee if all of the following criteria are met:

  	 

	
   

  	
   

  	
  ·

  	
   

  	
  You are on the
  performance team, or any successor team thereto, at the time of termination
  of employment or the time you cease to be an active, full-time employee;

  
	
   

  	
   

  	
  ·

  	
   

  	
  You have completed
  at least one year of active service during the Performance Period;

  
	
   

  	
   

  	
  ·

  	
   

  	
  You have reached
  age 55 with 15 years of service at the time of termination of employment or
  the time you cease to be an active, full-time employee (age 60 with 15 years
  of service for the Chairman and CEO);

  
	
   

  	
   

  	
  ·

  	
   

  	
  The Committee has
  certified that all performance conditions have been met; and

  
	
   

  	
   

  	
  ·

  	
   

  	
  Appropriate senior
  management, the Committee or the Board, as appropriate, do not exercise their
  discretion to cancel or otherwise limit the payout.

  
	 
	
   

  	
   

  	
   

  	 

	 
	
  Cancellation
  and Rescission

  	
   

  	
  You understand that IBM may
  cancel, modify, rescind, suspend, withhold or otherwise limit or restrict
  this Award in accordance with the terms of the Plan, including, without
  limitation, canceling or rescinding this Award if you render services for a
  competitor prior to, or during the Rescission Period.  You understand that the Rescission Period
  that has been established is 12 months. 
  Refer to the Terms and Conditions document and the Plan for further
  details.

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
  Data
  Privacy, Electronic Delivery

  	
   

  	
  By accepting this Award,
  you agree that data, including your personal data, necessary to administer
  this Award may be exchanged among IBM and its subsidiaries and affiliates as
  necessary, and with any vendor engaged by IBM to administer this Award,
  subject to the Terms and Conditions document; you also consent to receiving
  information and materials in connection with this Award or any subsequent
  awards under IBM’s long-term performance plans, including without limitation
  any prospectuses and plan documents, by any means of electronic delivery
  available now and/or in the future (including without limitation by e-mail,
  by Web site access and/or by facsimile), such consent to remain in effect
  unless and until revoked in writing by you.

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
  Extraordinary
  Compensation

  	
   

  	
  Your participation in the
  Plan is voluntary.  The value of this
  Award is an extraordinary item of income, is not part of your normal or
  expected compensation and shall not be considered in calculating any
  severance, redundancy, end of service payments, bonus, long-service awards,
  pension, retirement or other benefits or similar payments.  The Plan is discretionary in nature.  This Award is a one-time benefit that does
  not create any contractual or other right to receive additional awards or
  other benefits in the future.  Future
  grants, if any, are at the sole grace and discretion of IBM, including but
  not limited to, the timing of the grant, the number of units and vesting
  provisions.  This Equity Award
  Agreement is not part of your employment agreement, if any.

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
  Accept
  Your Award

  	
   

  	
  You hereby agree
  that if you are asked to sign an agreement relating to noncompetition and/or
  confidential and proprietary information (“Corresponding Agreement”), and you
  do not execute the Corresponding Agreement by the applicable deadline, then
  any acceptance of this Award will be null and void and of no effect and this
  Award shall be cancelled.

   

  This Award is considered
  valid when you accept it, subject, to the extent applicable, to the execution
  of the Corresponding Agreement.  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 enter into any derivative transaction on IBM securities
  (e.g., any short sale, put, swap, forward, option, collar, etc.) to hedge
  your position with regard to this Award or any previously-granted outstanding
  awards (ii) to comply with the terms of the Plan, this Equity Award
  Agreement and the Terms and Conditions document, including those provisions
  relating to cancellation and rescission of awards and jurisdiction and
  governing law and (iii) that by your acceptance of this Award, all
  awards previously granted to you under the Plan or other IBM Long-Term
  Performance Plans are subject to the “Cancellation and Rescission” section of
  this Agreement (unless your previous award agreement(s) specified a
  longer Rescission Period, in which case such longer period will apply) and
  the “Cancellation and Rescission” section of the Terms and Conditions
  document.

  	 

								



 


2
















 




	
   

  	
   

  	
  International Business
  Machines Corporation (“IBM”)  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Equity
  Award Agreement

  
	
   

  	
   

  	
   

  
	
  Plan

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Award Type

  	
   

  	
  Retention Restricted Stock
  Units Award (RRSU)

  
	
   

  	
   

  	
   

  
	
  Purpose

  	
   

  	
  The purpose of this Award
  is to retain selected executives.  You
  recognize that this Award represents a potentially significant benefit to you
  and is awarded for the purpose stated here.

  
	
   

  	
   

  	
   

  
	
  Awarded to

  Home Country

  [Global ID]

  	
   

  	
  Sample

  United States (USA) [Employee ID]

  [Global ID]

  
	
   

  	
   

  	
   

  
	
  Award Agreement

  	
   

  	
  This Equity Award
  Agreement, together with the “Terms and Conditions of Your Equity Award:
  Effective June 8, 2009” (“Terms and Conditions”) document and the Plan http://w3.ibm.com/hr/exec/comp/eq_prospectus.shtml,  both of which
  are incorporated herein by reference, together constitute the entire
  agreement between you and IBM with respect to your Award.   This Equity Award Agreement shall be
  governed by the laws of the State of New York, without regard to conflicts or
  choice of law rules or principles.

  
	
   

  	
   

  	
   

  
	
  Grant

  	
   

  	
  Date of Grant: [Month
  Date, Year]

  Number of Units Awarded: [XX]

  
	
   

  	
   

  	
   

  
	
  Vesting

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Units

  	
  Date

  
	
   

  	
   

  	
  [amount]

  	
  [month date, year]

  
	
   

  	
   

  	
  [amount]

  	
  [month date, year]

  
	
   

  	
   

  	
   

  
	
  Terms and

  Conditions of Your 

  	
   

  	
  Refer to the Terms and
  Conditions document http://w3.ibm.com/hr/exec/comp/eq_prospectus.shtml  for an
  explanation of the terms and conditions applicable to your Award, including
  those relating to:

  
	
  Equity Award

  	
   

  	
   

  
	
   

  	
   

  	
  ·

  	
   

  	
  Cancellation and rescission
  of awards (also see below)

  
	
   

  	
   

  	
  ·

  	
   

  	
  Jurisdiction, governing
  law, expenses and taxes

  
	
   

  	
   

  	
  ·

  	
   

  	
  Non-solicitation of Company
  employees and clients, if applicable

  
	
   

  	
   

  	
  ·

  	
   

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

  
	
   

  	
   

  	
  ·

  	
   

  	
  Treatment of your Award
  upon termination of employment, including retirement or for cause  

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Cancellation and Rescission

  	
   

  	
  You understand that IBM may
  cancel, modify, rescind, suspend, withhold or otherwise limit or restrict
  this Award in accordance with the terms of the Plan, including, without
  limitation, canceling or rescinding this Award if you render services for a
  competitor prior to, or during the Rescission Period.  You understand that the Rescission Period
  that has been established is three years. 
  Refer to the Terms and Conditions document and the Plan for further
  details.

  
	
   

  	
   

  	
   

  
	
  Data Privacy, Electronic Delivery

  	
   

  	
  By accepting this Award,
  you agree that data, including your personal data, necessary to administer
  this Award may be exchanged among IBM and its subsidiaries and affiliates as
  necessary, and with any vendor engaged by IBM to administer this Award,
  subject to the Terms and Conditions document; you also consent to receiving
  information and materials in connection with this Award or any subsequent
  awards under IBM’s long-term performance plans, including without limitation
  any prospectuses and plan documents, by any means of electronic delivery
  available now and/or in the future (including without limitation by e-mail,
  by Web site access and/or by facsimile), such consent to remain in effect
  unless and until revoked in writing by you.

  
							






 


1

















 




	
   

  	
   

  	
  International Business
  Machines Corporation (“IBM”)  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Equity
  Award Agreement

  
	
   

  	
   

  	
   

  
	 
	
  Extraordinary
  Compensation

  	
   

  	
  Your participation in the
  Plan is voluntary.  The value of this
  Award is an extraordinary item of income, is not part of your normal or
  expected compensation and shall not be considered in calculating any
  severance, redundancy, end of service payments, bonus, long-service awards,
  pension, retirement or other benefits or similar payments.  The Plan is discretionary in nature.  This Award is a one-time benefit that does
  not create any contractual or other right to receive additional awards or
  other benefits in the future.  Future
  grants, if any, are at the sole grace and discretion of IBM, including but
  not limited to, the timing of the grant, the number of units and vesting
  provisions.  This Equity Award
  Agreement is not part of your employment agreement, if any.

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
  Accept
  Your Award

  	
   

  	
  You hereby agree
  that if you are asked, to sign an agreement relating to noncompetition and/or
  confidential and proprietary information (“Corresponding Agreement”), and you
  do not execute the Corresponding Agreement by the applicable deadline, then
  any acceptance of this Award will be null and void and of no effect and this
  Award shall be cancelled.

   

  This Award is considered
  valid when you accept it, subject, to the extent applicable, to the execution
  of the Corresponding Agreement.  By
  pressing the Accept button below to accept your Award,  you agree (i) not to enter into any
  derivative transaction on IBM securities (e.g., any short sale, put, swap,
  forward, option, collar, etc.) to hedge your position with regard to this
  Award or any previously-granted outstanding awards and (ii) you acknowledge
  having received and read this Equity Award Agreement, the Terms and
  Conditions document and the Plan under which this Award was granted and you
  agree to comply with the terms of the Plan, this Equity Award Agreement and
  the Terms and Conditions document, including those provisions relating to
  cancellation and rescission of awards.

  	 

					






 


2
















 


IBM


 


 


TERMS
AND CONDITIONS OF YOUR EQUITY AWARD: EFFECTIVE June 8, 2009


 

















 


Terms
and Conditions of Your Equity Award


 


Table
of Contents


 


	
   

  	
   

  	
  Page

  
	
  1.

  	
  Introduction

  	
  2

  
	
   

  	
   

  	
   

  
	
  2.

  	
  How to Use This Document

  	
  2

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Definition of Terms

  	
  3

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Provisions that apply to all
  Award types and all countries

  	
  4

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Provisions that apply to all
  Award types but not all countries

  	
  5

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Provisions that apply to
  specific Award types for all countries

  	
   

  
	
   

  	
  a.

  	
  Restricted Stock Units (“RSUs”)
  including Cash-Settled RSUs

  	
  6

  
	
   

  	
   

  	
  i.

  	
  All RSUs

  	
   

  
	
   

  	
   

  	
  ii.

  	
  RSUs Other Than Cash-Settled
  RSUs

  	
   

  
	
   

  	
   

  	
  iii.

  	
  Cash-Settled RSUs

  	
   

  
	
   

  	
  b.

  	
  Restricted Stock

  	
  7

  
	
   

  	
  c.

  	
  Stock Options (“Options”) and
  Stock Appreciation Rights (“SARs”)

  	
  9

  
	
   

  	
   

  	
  i.

  	
  All Option and SAR Awards

  	
   

  
	
   

  	
   

  	
  ii.

  	
  All SAR Awards

  	
   

  
	
   

  	
  d.

  	
  Performance Share Units
  (“PSUs”)

  	
  11

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Provisions that apply to
  specific countries

  	
  12

  
	
   

  	
  a.

  	
  Denmark

  	
   

  
	
   

  	
  b.

  	
  India

  	
   

  
	
   

  	
  c.

  	
  Slovenia

  	
   

  
							



 


1

















 


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
http://w3.ibm.com/hr/exec/comp/eq_prospectus.shtml.


 


As an Award recipient, you
can see a personalized summary of all your outstanding equity grants in the “Personal
statement” section of the IBM executive compensation web site
(http://w3.ibm.com/hr/exec/comp). This site also contains other information
about long-term incentive awards, including copies of the prospectus (the
governing plan document).  If you have
additional questions and you are based in the U.S., you can call the Employee
Service Center at 800-796-9876 (or
919-784-8646) weekdays, from 8:30 a.m. to 8:30 p.m. Eastern time (TTY
available at 800-426-6537 from 8:30 a.m. to 6 p.m. weekdays).  You may also contact the Compensation Program
Manager for your unit or your HR Partner.


 


Smith
Barney currently administers these Awards on IBM’s behalf. You can access your
equity awards, view your account and transaction history and model transactions
on the Smith Barney web site at https://www.benefitaccess.com (for security
reasons, you will need to register for a password first).  You can also contact Smith Barney by calling
1-212-615-7841 (or from within the U.S. at 1-800-IBM-4292) and speak with a
Smith Barney representative.


 


How to Use This Document


 


Terms and conditions that
apply to all awards in all countries can be found on page 4.  Review these in addition to any award- or
country-specific terms and conditions that may be listed.  Once you have reviewed these general terms,
check in your Equity Award Agreement for any award-specific and/or
country-specific terms that apply to your Award.


 


2

















 


Terms
and Conditions of Your Equity Award:


Definition
of Terms


 


The following are defined
terms in the Long-Term Performance Plan and/or your Equity Award
Agreement.  These are provided for your
information.  See the Plan prospectus and
your Equity Award Agreement for more details.


 


“Awards” — The grant of any
form of stock option, stock appreciation right, stock or cash award, whether
granted singly, in combination or in tandem, to a Participant pursuant to such
terms, conditions, performance requirements, limitations and restrictions as
the Committee may establish in order to fulfill the objectives of the Plan.


 


“Board” — The Board of
Directors of International Business Machines Corporation (“IBM”).


 


“Capital Stock” — Authorized
and issued or unissued Capital Stock of IBM, at such par value as may be
established from time to time.


 


“Committee” — The committee
designated by the Board to administer the Plan.


 


“Company” — IBM and its
affiliates and subsidiaries including subsidiaries of subsidiaries and
partnerships and other business ventures in which IBM has an equity interest.


 


“Equity Award Agreement” —
The document provided to the Participant which provides the grant details.


 


“Fair Market Value” — The
average of the high and low prices of Capital Stock on the New York Stock
Exchange for the date in question, provided that, if no sales of Capital Stock
were made on said exchange on that date, the average of the high and low prices
of Capital Stock as reported for the most recent preceding day on which sales
of Capital Stock were made on said exchange.


 


“Participant” — An
individual to whom an Award has been made under the Plan. Awards may be made to
any employee of, or any other individual providing services to, the Company.
However, incentive stock options may be granted only to individuals who are
employed by IBM or by a subsidiary corporation (within the meaning of section
424(f) of the Code) of IBM, including a subsidiary that becomes such after
the adoption of the Plan.


 


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


 


3

















 


Terms
and Conditions of Your Equity Award:


Provisions
that apply to all Award types and all countries


 


The following terms apply to
all countries and for all Award types (Restricted Stock Units, Cash-Settled
Restricted Stock Units, Restricted Stock, Stock Options, Stock Appreciation
Rights and Performance Share Units).


 


Cancellation
and Rescission


 


All determinations regarding
enforcement, waiver or modification of the cancellation and rescission and
other provisions of the Plan and your Equity Award Agreement (including the provisions
relating to termination of employment, death and disability) shall be made in
IBM’s sole discretion.  Determinations
made under your Equity Award Agreement and the Plan need not be uniform and may
be made selectively among individuals, whether or not such individuals are
similarly situated.


 


You agree that the
cancellation and rescission provisions of the Plan and your Equity Award
Agreement are reasonable and agree not to challenge the reasonableness of such
provisions, even where forfeiture of your Award is the penalty for violation.


 


Jurisdiction,
Governing Law, Expenses and Taxes


 


Your Equity Award Agreement
shall be governed by the laws of the State of New York, without regard to
conflicts or choice of law rules or principles.  You submit to the exclusive jurisdiction and
venue of the federal or state courts of New York, County of Westchester, to
resolve all issues that may arise out of or relate to your Equity Award
Agreement.


 


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


 


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


 


If
the Company, in its sole discretion, determines that it has incurred or will
incur any obligation to withhold taxes as a result of your Award, the Company
may withhold the number of shares that it determines is required to satisfy
such liability and/or the Company may withhold amounts from other compensation
to the extent required to satisfy such liability under federal, state,
provincial, local, foreign or other tax laws. 
To the extent that such amounts are not withheld, you will pay to the
Company any amount demanded by the Company for the purpose of satisfying such
liability.


 


4

















 


Terms
and Conditions of Your Equity Award:


Provisions
that apply to all Award types but not all countries


 


The
following provision applies to all Award types (Restricted Stock Units,
Cash-Settled Restricted Stock Units, Restricted Stock, Stock Options, Stock
Appreciation Rights and Performance Share Units) granted to all individuals in all countries except those with a home
country of Latin America, specifically: Argentina, Bolivia, Brazil, Chile,
Columbia, Costa Rica, Ecuador, Mexico, Paraguay, Peru, Uruguay, and Venezuela.


 


Non-Solicitation


 


In consideration of your
Award, you agree that during your employment with the Company and for two years
following the termination of your employment for any reason, you will not
directly or indirectly hire, solicit or make an offer to any employee of the
Company to be employed or perform services outside of the Company.  Also, you agree that during your employment
with the Company and for one year following the termination of your employment
for any reason, you will not directly or indirectly, solicit, for competitive
business purposes, any customer of the Company with which you were involved as
part of your job responsibilities during the last year of your employment with
the Company.  By accepting your Award,
you acknowledge that the Company would suffer irreparable harm if you fail to
comply with the foregoing, and that the Company would be entitled to any
appropriate relief, including money damages, equitable relief and attorneys’
fees.


 


5

















 


Terms
and Conditions of Your Equity Award:


Provisions
that apply to specific Award types for all countries


 


a.               Restricted
Stock Units (“RSUs”) including Cash-Settled RSUs


 


i.                 All RSUs


 


Termination
of Employment including Death, Disability and Leave of Absence


 


Termination of Employment


 


In the event you cease to be
an employee (other than on account of death or becoming disabled as described
in Section 12 of the Plan) prior to the Vesting Date(s) set in your
Equity Award Agreement, all then unvested RSUs under your Award shall be
canceled (unless your Equity Award Agreement provides otherwise).


 


Death or Disability


 


Upon your death all RSUs
covered by this Agreement shall vest immediately and your Vesting Date shall be
your date of death.  If you become
disabled as described in Section 12 of the Plan, your RSUs shall continue
to vest according to the terms of your Award if you remain continuously
employed by the Company while you are disabled.


 


Leave of Absence


 


In the event of a management
approved leave of absence, any unvested RSUs shall continue to vest as if you
were an active employee of the Company, subject to the terms in this document
and your Equity Award Agreement. If you return to active status, your unvested
RSUs will continue to vest in accordance with the terms in this document and
your Equity Award Agreement.


 


Dividend Equivalents


 


IBM
shall not pay dividend equivalents on cash-settled or stock-settled unvested
RSU awards.


 


ii.             RSUs Other Than
Cash-Settled RSUs


 


Settlement
of Award


 


Subject
to Sections 12 and 13 of the Plan and the section “Termination of Employment
including Death, Disability and Leave of Absence” above, upon the Vesting
Date(s), or as soon thereafter as may be practicable but in no event later than
March 15 of the following calendar year, IBM shall make a payment to
Participant in shares of Capital Stock equal to the number of vested RSUs, net
of any applicable tax withholding requirements, and the respective RSUs shall
thereupon be canceled.  RSUs are not
shares of Capital Stock and do not convey any stockholder rights.


 


6

















 


Terms
and Conditions of Your Equity Award:


Provisions
that apply to specific Award types for all countries


 


iii.   Cash-Settled RSUs


 


Settlement
of Award


 


Subject
to Sections 12 and 13 of the Plan and the section entitled “Termination of Employment
including Death, Disability and Leave of Absence” above, upon the Vesting
Date(s), or as soon thereafter as may be practicable but in no event later than
March 15 of the following calendar year, the Company shall make a payment
to Participant in cash equal to the Fair Market Value of the vested RSUs, net
of any applicable tax withholding requirements, and the respective RSUs shall
thereupon be canceled.  Fair Market Value
will be calculated in your home country currency at the exchange rate on the applicable
Vesting Date using a commercially reasonable measure of exchange rate.  RSUs are not shares of Capital Stock and do
not convey any stockholder rights.


 


b.               Restricted
Stock


 


Settlement
of Award


 


Subject to Sections 12 and
13 of the Plan and the paragraph entitled “Termination of Employment including
Death, Disability or Leave of Absence” below, upon the Vesting Date(s), or as
soon thereafter as may be practicable but in no event later than March 15
of the following calendar year, the shares of Restricted Stock awarded under
your Equity Award Agreement will be deliverable to you.


 


Termination
of Employment including Death, Disability and Leave of Absence


 


Termination of Employment


 


In the event you cease to be
an employee (other than on account of death or becoming disabled as described
in Section 12 of the Plan) prior to the Vesting Date(s) in your
Equity Award Agreement, all then unvested shares of Restricted Stock under your
Award shall be canceled (unless your Equity Award Agreement provides otherwise).


 


Death or Disability


 


Upon your death all unvested
shares of Restricted Stock covered by your Equity Award Agreement shall vest
immediately and your Vesting Date shall be your date of death.  If you become disabled as described in Section 12
of the Plan, your unvested shares of Restricted Stock shall continue to vest
according to the terms of your Equity Award Agreement if you remain
continuously employed by the Company while you are disabled.


 


7

















 


Terms
and Conditions of Your Equity Award:


Provisions
that apply to specific Award types for all countries


 


Leave
of Absence


 


In the event of a management
approved leave of absence, any unvested shares of Restricted Stock shall
continue to vest as if you were an active employee of the Company, subject to
the terms in this document and your Equity Award Agreement. If you return to
active status, your unvested shares of Restricted Stock will continue to vest
in accordance with the terms in this document and your Equity Award Agreement.


 


Dividends
and Other Rights


 


During the period that the
Restricted Stock is held by IBM hereunder, such stock will remain on the books
of IBM in your name, may be voted by you, and any applicable dividends shall be
paid to you.  Shares issued in stock
splits or similar events which relate to Restricted Stock then held by IBM in
your name shall be issued in your name but shall be held by IBM under the terms
hereof.


 


Transferability


 


Shares of Restricted Stock
awarded under your Equity Award Agreement cannot be sold, assigned,
transferred, pledged or otherwise encumbered prior to the vesting of your Award
as set forth in your Equity Award Agreement and any such sale, assignment,
transfer, pledge or encumbrance, or any attempt thereof, shall be void.


 


8

















 


Terms
and Conditions of Your Equity Award:


Provisions
that apply to specific Award types for all countries


 


c.               Stock
Options (“Options”) and Stock Appreciation Rights (“SARs”)


 


i.                 All Option and SAR Awards


 


Termination
of Employment including Death, Disability and Leave of Absence


 


Termination
of Employment


 


In the event you cease to be
an employee (other than on account of death or becoming disabled as described
in Section 12 of the Plan):


 


·                  Any Options or
SARs that are not exercisable as of the date your employment terminates shall
be canceled immediately (unless your Equity Award Agreement provides
otherwise), and


 


·                  Any Options or
SARs that are exercisable as of the date your employment terminates (other than
for cause) will remain exercisable for 90 days (not three months) after the
date of termination, after which any unexercised Options or SARs are canceled;
provided, however, if you are a banded executive when your employment with the
Company terminates (other than for cause) after you have attained age 55 and
completed at least 15 years of service with the Company at the time of
termination, any Options or SARs that are exercisable as of the date your
employment terminates shall remain exercisable for the full term as in your
Equity Award Agreement (unless your Equity Award Agreement provides otherwise).


 


Death or
Disability


 


In the event of your death,
all Options or SARs shall become fully exercisable and remain exercisable for
their full term.


 


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


 


9
















 


Terms
and Conditions of Your Equity Award:


Provisions
that apply to specific Award types for all countries


 


Leave of Absence


 


In the event of a management
approved leave of absence, any unvested Options or SARs shall continue to vest
and be exercisable as if you were an active employee of the Company, subject to
the terms in this document and your Equity Award Agreement.  If you return to active status, your Options
or SARs will continue to vest and be exercisable in accordance with their
terms.  If you do not return to active
status,


 


·                  Your unvested
Options or SARs will be canceled immediately; and


 


·                  Your vested Options or SARs
will be canceled on the later of the 91st day following
your last day of active employment or the date of the termination of your leave
of absence; provided, however, if you are a banded executive when your
employment terminates (other than for cause) after you have attained age 55 and
completed at least 15 years of service with the Company at the time of
termination, any Options or SARs that are exercisable as of the date your
employment terminates shall remain exercisable for the full term as in your
Equity Award Agreement.


 


Termination of Employment for
Cause


 


If
your employment terminates for cause, all exercisable and not exercisable
Options or SARs are canceled immediately.


 


ii.             All SAR Awards


 


Settlement of Award


 


Upon exercise, the Company shall deliver an
aggregate amount, in cash, equal to the excess of the Fair Market Value of a
share of Capital Stock on the date of exercise over the Exercise Price set
forth in your Equity Award Agreement
multiplied by the number of SARs exercised, net of any taxes.  The value of the Award will be calculated in
your home country currency at the exchange rate on the date the Award becomes
fully vested using a commercially reasonable measure of exchange rate.


 


10

















 


Terms
and Conditions of Your Equity Award:


Provisions
that apply to specific Award types for all countries


 


d.               Performance
Share Units (“PSUs”)


 


Termination of Employment, including Death and Disability,
and Leave of Absence


 


Termination
of Employment and Leave of Absence


 


If
you cease to be an active, full-time employee for any reason (other than on
account of death or becoming disabled as described in Section 12 of the
Plan) before the Date of Payout, all PSUs are canceled immediately provided,
however, if you are a banded executive when your employment terminates (other
than for cause) after you have attained age 55, completed at least 15 years of
service with the Company at the time of termination, and completed at least one
year of active service during the PSU Performance Period (as set forth in your
Equity Award Agreement), the PSUs granted hereunder shall be paid out on the
Date of Payout (as set forth in your Equity Award Agreement) based on IBM performance over the entire
applicable Performance Period(s), in an amount that will be prorated for
the number of months completed as an active executive during the PSU Performance
Period, adjusted for the performance score (unless your Equity Award Agreement provides otherwise).


 


Death or Disability


 


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


 


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.               India


 


i.           All Awards


 


Settlement of Awards


 


There will, at no stage, be
any remittance of foreign exchange from India on account of the exercise of Options
or SARs or vesting of Restricted Stock, RSUs or PSUs granted under your Award.


 


Vested Options may be
exercised through a cashless exercise procedure involving the simultaneous
exercise of the Options and sale of the corresponding shares.  The net sale proceeds (minus exercise cost)
will be remitted to India through normal channels and paid to you in local
currency.


 


You will be responsible to
furnish the Agent’s note to the Reserve Bank of India and advise them of the
net income that has accrued to you as a result of the exercise and sale of Options
or exercise of SARs or vesting of Restricted Stocks, RSUs or PSUs granted under
your Equity Award Agreement.


 


No Options or SARs may be
exercised if the Fair Market Value on such date is less than or equal to the
exercise price.


 


This provision will apply to
all awards previously granted to you under the Plan or prior IBM plans.


 


12

















 


Terms
and Conditions of Your Equity Award:


Provisions
that apply to specific countries


 


c.               Slovenia


 


i.           All Option Awards


 


Remittance of Foreign Exchange


 


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


 


13