EXHIBIT
10.1


 


IBM EXCESS
401(k) PLUS PLAN


(As Amended and
Restated effective as of January 1, 2010)


 


AMENDMENT No. 4


 


Instrument of
Amendment


 


Recitals:


 


International
Business Machines Corporation (“IBM”) has established and maintains the IBM
Excess 401(k) Plus Plan (the “Plan”), an unfunded deferred compensation plan
described in Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as
amended (ERISA).  


 


In
accordance with Section 10.01 of the Plan, IBM has reserved the right to amend
the Plan at any time and from time to time.


 


IBM
amended and restated the Plan effective as of January 1, 2010.


 


IBM
has determined to amend the Plan, as heretofore restated, in the manner set
forth in this Instrument of Amendment, to be effective for Deferral Periods
that begin on or after January 1, 2014, except as otherwise specified herein.


 


Amendment:


 


1.             Article
II (“Definitions”) is amended by modifying the definition of “Company
Contribution-Eligible Individual” to read, in its entirety, as follows:


 


“Company
Contribution-Eligible Individual” generally means, with respect to a Plan
Year, any individual who satisfies (a), (b), (c) or (d) below:


 


(a)
On December 15 of the Plan Year, the individual is employed by the Company, is
on a U.S. payroll, and is not a Supplemental Employee; for this purpose, an
individual (other than a Supplemental Employee) shall be treated as “employed”
if the individual is on a leave of absence that is classified in the employer’s
payroll records as a bridge leave, a pre-retirement planning leave, a paid or
unpaid leave of absence, or a military leave.


 


(b)
The individual terminates employment with the Company during the Plan Year due
to Retirement.


 


(c)
The individual terminates U.S. employment during the Plan Year due to
participation in the Global IBMer program, or any successor thereto.


 


(d)           The
individual is described in (i), (ii) or (iii) below:


 


(i)            The
individual terminates employment with the Company on January 31, 2014 as a
result of the consummation of the transaction described in the Master Asset
Purchase Agreement, dated as of September 10, 2013 and amended December 31, 2013,
by and between SYNNEX Corporation and International Business Machines
Corporation, and becomes an employee of SYNNEX Corporation or one of its
affiliates immediately thereafter. This subsection (d)(i) shall apply solely
for purposes of determining whether an individual is an Company
Contribution-Eligible Individual for the 2014 Plan Year, and solely with
respect to Company Contributions for periods of service prior to the
transaction described in this subsection.


 









1










 








  








(ii)           The
individual terminates employment with the Company on February 28, 2014 as a
result of the consummation of the transaction described in the Master Asset
Purchase Agreement, dated as of April 17, 2012, by and between Toshiba Tec
Corporation and International Business Machines Corporation, and becomes an
employee of Toshiba Tec Corporation or one of its affiliates immediately
thereafter. This subsection (d)(ii) shall apply solely for purposes of
determining whether an individual is an Company Contribution-Eligible
Individual for the 2014 Plan Year, and solely with respect to Company
Contributions for periods of service prior to the transaction described in this
subsection. 


 


(iii)     The
individual terminates employment with the Company in 2014 as a result of the
consummation of the transaction described in the Master Asset Purchase
Agreement, dated as of January 23, 2014, by and between International Business
Machines Corporation and Lenovo Group Limited, and becomes an employee of
Lenovo Group Limited or one of its affiliates immediately thereafter. This
subsection (d)(iii) shall apply solely for purposes of determining whether an
individual is a Company Contribution-Eligible Individual for the 2014 Plan
Year, and solely with respect to Company Contributions for periods of service
prior to the transaction described in this subsection.


 


An
individual shall not be a Company Contribution-Eligible Individual for a Plan
Year if the individual terminates employment with the Company prior to December
15 of the Plan Year for any reason not described in (b), (c) or (d) above,
including death, or if the individual is receiving LTD Benefits on December 15
of the Plan Year and did not satisfy the age and/or service requirements for
Retirement on the date the LTD benefits commenced. Notwithstanding the general
rules set forth in (a) through (d) above, if an individual terminates
employment with the Company during the Plan Year for a reason not described in
(b), (c) or (d) above and is rehired by the Company later in the Plan Year, the
individual shall be a Company Contribution-Eligible Individual for the Plan
Year only for Company Contributions to which the individual is entitled for
periods of service following the date of rehire, and only to the extent the
individual satisfies (a), (b), (c) or (d) above. For the avoidance of doubt,
the individual would not be entitled to Company Contributions for the remainder
of the Plan Year following the date of rehire if the individual’s termination
was a 409A Separation from Service.


  









 
















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  EXHIBIT 10.2

   

  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 9, 2014” (“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, (i) if
  you are on the performance team, or any successor team thereto, and (ii)
  under all other circumstances.

   

   

  





 









1










 








  








  

	
   

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

   

  
	
  Cancellation and Rescission

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

   

  
	
  Data
  Privacy, Electronic Delivery

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

   

  
	
  Extraordinary
  Compensation

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

   

  
	
   

  Accept
  Your Award

  	
   

  This
  Award is considered valid when you accept it.  This Award will be cancelled
  unless you accept it by 11:59
  p.m. Eastern time  two
  business days prior to the first vesting date in the “Vesting”  section of this
  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 hedge the economic risk of this Award or any previously-granted
  outstanding awards, which includes entering into any derivative transaction
  on IBM securities (e.g., any short sale, put, swap, forward, option,
  collar, etc.), (ii) to
  comply with the terms of the Plan, this Equity Award Agreement and the Terms and
  Conditions document, including those provisions relating to cancellation and
  rescission of awards and jurisdiction and governing law, and (iii) that by
  your acceptance of this Award, all awards previously granted to you under the
  Plan or other IBM Long-Term Performance Plans are subject to 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
  9, 2014” (“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 70/30 respectively,
  over the 3-year Performance Period applicable to the award (provided that for
  any Performance Period(s) beginning prior to January 1, 2014, the weightings
  above will be 80/20, respectively). 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

  	
  Following 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 Fair Market Value on the Date of Payout of the number 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.  

   

  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 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,
  (i) if you are

  on
  the performance team, or any successor team thereto, and (ii) under all other
  circumstances

   

  












1










 








  








 


 


	
   

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

   

  
	
   

  Cancellation and
  Rescission

  	
   

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

   

  
	
  Data
  Privacy, Electronic Delivery

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

   

  
	
  Extraordinary
  Compensation

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

   

  
	
  Accept
  Your Award

  	
  This
  Award is considered valid when you accept it.  This Award will be cancelled
  unless you accept it by 11:59 p.m. Eastern time two business days prior to
  the end of the Performance Period in the “Grant”  section of this 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 hedge the economic risk of this Award or any
  previously-granted outstanding awards, which includes entering into any
  derivative transaction on  IBM securities (e.g., any short sale, put,
  swap, forward, option, collar, etc.), (ii) to comply with the terms of the Plan, this Equity
  Award Agreement and the Terms and Conditions document, including those
  provisions relating to cancellation and rescission of awards and jurisdiction
  and governing law, and (iii) that by your acceptance of this Award, all awards
  previously granted to you under the Plan or other IBM Long-Term Performance
  Plans are subject to (A) 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
  and (B) any other cancellation, rescission or recovery required by applicable
  laws, rules, regulations or standards, including without limitation any
  requirements or standards of the U.S. Securities and Exchange Commission or
  the New York Stock Exchange.

  





  









 
















2










 








  








  

	
   

   

   

   

  	
  International Business Machines Corporation
  ("IBM")

   

  Equity Award Agreement

  
	
  Plan

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

   

  
	
  Award
  Type

  	
  Retention Restricted
  Stock Units  (RRSUs)

   

  
	
  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
  9, 2014” (“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 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 

   

  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 

  





 









1










 








  








  

	
   

  	
  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

  	
  This
  Award is considered valid when you accept it.  This Award will be cancelled
  unless you accept it by 11:59
  p.m. Eastern time two business days prior to the first vesting date in the “Vesting”  section of this
  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 hedge the
  economic risk of this Award or any previously-granted outstanding awards,
  which includes entering into any derivative transaction on IBM securities
  (e.g., any short sale, put, swap, forward, option, collar, etc.), and (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.

   

   

  





  
















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IBM


 


 


 


 


 


 


 


TERMS AND CONDITIONS OF YOUR EQUITY AWARD: EFFECTIVE JUNE 9, 2014  








 










 










 








  








  

	 	 	 	
  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

  	 
	 	 	
  and Retention RSUs (“RRSUs”)

  	
  6

  
	 	 	 	
  i. All RSUs

  	 
	 	 	 	
  ii. RSUs Other Than Cash-Settled RSUs and Cash-Settled RRSUs

  
	 	 	 	
  iii. Cash-Settled RSUs including Cash-Settled RRSUs

  	 
	 	
  b. Restricted Stock

  	
  7

  
	 	
  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

  	 





  
















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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 8:00 a.m. to 8:00 p.m. Eastern
time (TTY available at 800-426-6537).  If you are based in another country you
can call your local IBM Employee Service Center. 


 


 


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, without limiting the Company’s rights under Section 9 of the Plan, the
Company may withhold the number of shares that it determines is required to
satisfy such liability and/or the Company may withhold amounts from other
compensation to the extent required to satisfy such liability under federal,
state, provincial, local, foreign or other tax laws.  To the extent that such
amounts are not withheld, the Company may require you to pay to the Company any
amount demanded by the Company for the purpose of satisfying such liability.
















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 and Retention RSUs (“RRSUs”)


 


All references in this
document to RSUs include RRSUs, unless explicitly stated otherwise


 


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 are 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, including  RRSUs, under your Award shall be
canceled.  


 


However, your unvested and/or
outstanding RSUs, but not RRSUs, will continue to vest 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 of the RSUs.


 


 


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 are disabled as described in Section 12 of the Plan, your
RSUs shall continue to vest according to the terms of your Award.  


 


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 


 


 


 









6










 








  








 


Terms and Conditions
of Your Equity Award:


Provisions
that apply to specific Award types for all countries


 


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 and
Cash-Settled RRSUs


 


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, subject to any applicable
tax withholding requirements as described in Section 9 of the Plan, and the
respective RSUs shall thereupon be canceled.  RSUs are not shares of Capital
Stock and do not convey any stockholder rights.


 


iii.  Cash-Settled
RSUs including Cash-Settled RRSUs


 


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, subject to any
applicable tax withholding requirements as described in Section 9 of the Plan,
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, subject to any applicable tax
withholding requirements as described in Section 9 of the Plan.









7










 








  








 


Terms and Conditions
of Your Equity Award:


Provisions
that apply to specific Award types for all countries


 


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 are 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 are 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.  


 


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 are 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 are
disabled (as described in Section 12 of the Plan), any unvested Options or SARs
shall continue to vest and be exercisable.


 





 









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, subject to any applicable tax withholding requirements as
described in Section 9 of the Plan.  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 are
disabled as described in Section 12 of the Plan) before the Date of Payout (in
the case of a recipient in the United States, at year end of the applicable PSU
Performance Period), 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. 


 


However, your unvested PSUs will continue 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 PSU Performance Period (as set forth in your Equity Award
Agreement); 


•     
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. 


 


Death or Disability


Prior to the Date of Payout, (i) in
the event of your death or (ii) if you are disabled (as described in Section 12
of the Plan), all PSUs shall continue
to vest according to the terms of your Equity Award Agreement and the PSUs will
be 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.”


 











12