ONLY IF IBM'S CHIEF HUMAN
RESOURCES OFFICER MAKES A DETERMINATION THAT THE PARTICIPANT ENGAGED IN
DETRIMENTAL ACTIVITY UNDER SECTION 7.01 NO LATER THAN THE SECOND ANNIVERSARY OF
THE DATE SUCH OFFICER DISCOVERS THE DETRIMENTAL ACTIVITY.
7.05.
DELEGATION OF AUTHORITY.
IBM'S CHIEF HUMAN RESOURCES OFFICER MAY, BY A DULY ADOPTED RESOLUTION, DELEGATE
TO AN OFFICER OR EMPLOYEE OF IBM ALL OR A PORTION OF HIS OR HER AUTHORITY UNDER
THIS ARTICLE VII.
7.06.
CHIEF HUMAN RESOURCES OFFICER. FOR PURPOSES OF THIS ARTICLE VII:
(A) IF IBM'S CHIEF HUMAN RESOURCES OFFICER DELEGATES HIS OR HER RESPONSIBILITIES
UNDER THIS ARTICLE VII TO ANOTHER PERSON OR TO A COMMITTEE, REFERENCES TO IBM'S
CHIEF HUMAN RESOURCES OFFICER IN THIS ARTICLE VII SHALL, INSTEAD, REFER TO SUCH
OTHER PERSON OR COMMITTEE, EXCEPT AS PROVIDED IN (B), BELOW; AND
(B) IN THE CASE OF A PARTICIPANT WHO IS IBM'S CHIEF HUMAN RESOURCES OFFICER,
REFERENCES TO IBM'S CHIEF HUMAN RESOURCES OFFICER IN THIS ARTICLE VII SHALL,
INSTEAD, REFER TO THE BOARD OR ITS DELEGATE.
19
7.07.
NON-EXCLUSIVE REMEDIES.
THE REMEDIES AVAILABLE UNDER THIS ARTICLE
VII ARE IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER REMEDIES AVAILABLE TO IBM
OR ITS AFFILIATES.
7.08.
SEVERABILITY.
IF AN ARBITRATOR OR COURT OF COMPETENT JURISDICTION
DETERMINES THAT ANY TERM, PROVISION, OR PORTION OF THIS ARTICLE VII IS VOID,
ILLEGAL, OR UNENFORCEABLE, THE OTHER TERMS, PROVISIONS, AND PORTIONS OF THIS
ARTICLE VII (AS WELL AS THE REMAINDER OF THE PLAN) SHALL REMAIN IN FULL FORCE
AND EFFECT, AND THE TERMS, PROVISIONS, AND PORTIONS THAT ARE DETERMINED TO BE
VOID, ILLEGAL, OR UNENFORCEABLE SHALL EITHER BE LIMITED SO THAT THEY SHALL
REMAIN IN EFFECT TO THE EXTENT PERMISSIBLE BY LAW, OR SUCH ARBITRATOR OR COURT
SHALL SUBSTITUTE, TO THE EXTENT ENFORCEABLE, PROVISIONS SIMILAR THERETO OR OTHER
PROVISIONS, SO AS TO PROVIDE TO IBM AND ITS AFFILIATES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, THE BENEFITS INTENDED BY THIS ARTICLE VII.
ARTICLE VIII. PAYMENT OF GRANDFATHERED AMOUNTS
8.01.
GRANDFATHERED TREATMENT OF GRANDFATHERED AMOUNTS.
PRE-2005 ACCOUNTS
ARE PAID IN ACCORDANCE WITH THE EDCP IN EFFECT ON OCTOBER 3, 2004, EXCEPT AS THE
EDCP IS AMENDED, WHERE EACH SUCH AMENDMENT DOES NOT CONSTITUTE A "MATERIAL
MODIFICATION," AS DETERMINED UNDER SECTION 409A OF THE CODE.
THIS ARTICLE VII
DESCRIBES THE KEY PROVISIONS OF THE EDCP (AS AMENDED), AS IT APPLIES TO
GRANDFATHERED AMOUNTS ON AND AFTER THE EFFECTIVE DATE.
8.02.
PAYMENT OF GRANDFATHERED AMOUNTS UPON DEATH.
IF A PARTICIPANT DIES
BEFORE HIS OR HER PRE-2005 ACCOUNTS HAVE BEEN DISTRIBUTED IN FULL, THE VALUE OF
HIS OR HER PRE-2005 ACCOUNTS SHALL BE PAID IN A LUMP SUM TO THE PARTICIPANT'S
BENEFICIARY AS SOON AS PRACTICABLE AFTER THE PARTICIPANT'S DEATH.
8.03.
OPTIONS FOR PAYMENT OF GRANDFATHERED AMOUNTS UPON TERMINATION OF
EMPLOYMENT.
(A) FORMS OF PAYMENT.
A PARTICIPANT MAY ELECT, AT THE TIME AND IN THE MANNER
DESCRIBED IN SUBSECTION (B), BELOW, TO HAVE THE VALUE OF HIS OR HER PRE-2005
ACCOUNTS PAID UNDER ONE OF THE FOLLOWING OPTIONS, SUBJECT TO THE LIMITS IN
SECTION 8.04, BELOW