Exhibit 4.1
IBM Personal Learning Accounts
Plan
(Effective July 1, 2008)
The substantive purpose of
this Plan is to provide Eligible Employees an opportunity to
establish and fund specialized accounts to pay for Eligible
Educational Expenses. It is the intention of the Corporation that
the Plan qualify as a plan providing qualified educational
assistance under Code § 127(b)(1), and that the
educational assistance under the Plan be eligible for exclusion
from the Employees’ income under Code § 127(a).
This Plan is effective as of July 1, 2008.
1.
Eligible
Employees. Except as provided below, each regular employee
of a Participating Company shall be an Eligible Employee; provided
he or she:
(a)
has at least five
Years of Service; and
(b)
is receiving pay from
a Participating Company.
An individual is not an
Eligible Employee if he or she:
(a)
is not a regular
employee of a Participating Company;
(b)
has less than five
Years of Service;
(c)
is eligible for
benefits under the IBM Long-Term Disability Plan; or
(d)
has separated from
service from the Corporation (and its subsidiaries) (including a
retiree, resourced employee, voluntary resignation,
management-initiated separation, or as a result of a divestiture or
outsourcing transaction).
2.
Participation.
An Eligible Employee
shall become a Participant by completing and forwarding a payroll
deduction authorization in accordance with the procedures
established by the IBM Plan Administrator. An individual shall
cease to be a Participant on the later of the date he or she ceases
to be an Eligible Employee or the date the individual ceases to
have a balance in his or her Participant Contributions
Account.
3.
Participant
Contributions. A Participant may contribute up to $1,000 each
Plan Year on an annual basis from his or her base salary received
while he or she is an Eligible Employee. However, for the initial
Plan Year, a Participant’s maximum Participant Contribution
is $500. Participant Contributions shall be by payroll deduction on
an after-tax basis. The payroll deduction authorization will
authorize a regular payroll deduction from the Eligible
Employee’s base salary and must specify the date on which the
deduction is to commence, which day may not be retroactive. The
payroll deduction authorization must be received by the
Corporation’s payroll department in accordance with payroll
procedures established by IBM. All changes to payroll deductions
under the Plan shall be in accordance with procedures established
by the IBM Plan Administrator. A Participant may increase or
decrease the payroll deduction by filing a new payroll deduction
authorization at any time. The change may not become effective
sooner than the next pay period after receipt of the
authorization. The IBM Plan
Administrator shall establish or cause to be established a trust to
hold and invest Participant Contributions. The assets of the trust
shall be invested in such investment options as may be directed by
the IBM Plan Administrator.
4
.
Participant Contribution
Accounts .
The IBM Plan Administrator shall cause to be established a
Participant Contribution Account for each Participant. Participant
Contributions shall be credited to the Participant Contribution
Accounts as soon as practicable after such contributions are
deducted from the Participants’ base salary, but in no event
than later the date required under ERISA or other applicable law.
Each Participant Contribution Account also shall be credited with
its proportionate earnings (losses) of the trust established under
Section 3. Earnings (losses) shall be credited daily unless a
different period is specified by the IBM Plan Administrator. Plan
earnings will be treated as annual taxable income and reported to
the IRS as required by law.
5.
IBM Match
Accounts. The IBM Plan Administrator shall cause to be
established an IBM Match Account for each Participant for purposes
of determining the amount of educational benefits to which the
employee is eligible. The IBM Match Account shall be a notional
recordkeeping account and no special fund shall be established for
purposes of paying Benefits attributable to the IBM Match. Each IBM
Match
Account also shall be credited
with its proportionate earnings (losses) as if the IBM Match had
been invested in the same investments as the trust established
under Section 3.
6.
Benefits.
Every Participant
shall be eligible to receive Benefits under the Plan for Eligible
Educational Expenses incurred by the Participant, subject to the
limitations described below. A Participant shall be entitled to
Benefits under this Plan only for Eligible Educational Expenses
incurred during the Benefit Eligibility Period.
7.
Limitations on
Benefits. Benefits under the Plan shall be subject to the
following limitations:
(a)
In no event shall a
Participant be entitled to receive any Benefit under this Plan in
lieu of any other compensation he or she might otherwise be
entitled to from the Corporation or a Participating
Company.
(b)
Not more than 5% of
Benefits paid or incurred each year under the Plan shall be
attributable to principal (5%) shareholders or owners of the
Corporation in accordance with Code § 127(b).
(c)
In accordance with
Code § 127(a), a Participant may not receive more than
$5,250 in Benefits for a Plan Year attributable to his or her IBM
Match Account and benefits under any other plan of the Corporation
(or its subsidiaries) providing qualified educational assistance
under Code § 127(b)(1).
(d)
A Participant may not
receive at any time Benefits in excess of the amounts then credited
to his or her Participant Contributions Account and IBM Match
Account. The IBM Plan Administrator shall establish rules for
the subsequent payment of Eligible Educational Expenses in excess
of such account balances.
8.
Named Fiduciaries.
The IBM Senior Vice
President, Human Resources and the IBM Plan Administrator, or each
person on the committee serving as the IBM Plan Administrator,
shall severally have the authority to control and manage the
operation and administration of the Plan as herein delineated and
shall each be a named fiduciary with respect to the Plan within the
meaning of Section 402(a) of ERISA. Each named fiduciary
shall be responsible for discharging only the duties assigned to it
by the terms of the Plan and the Trust Agreement or Agreements. The
IBM Senior Vice President, Human Resources shall be responsible for
the appointment, retention and removal of the individuals who will
serve as the IBM Plan Administrator. The IBM Plan Administrator
shall be responsible for the appointment, retention, and removal of
the Trustees that hold the assets of the Plan and the vendor that
administers the Plan.
9.
Administration.
The IBM Plan
Administrator shall be the “plan administrator” within
the meaning of ERISA. The IBM Plan Administrator shall have the
authority to control and manage the operation and administration of
the Plan, including the authority to:
(a)
make and enforce
rules or regulations for the efficient administration of the
Plan;
(b)
interpret the Plan;
and
(c)
decide all questions
concerning the Plan and the eligibility of any person to
participate in the Plan.
The IBM Plan
Administrator’s interpretations and decisions with regard
thereto shall be final and conclusive. The IBM Plan Administrator
shall cause reasonable notice of the availability and terms of the
Plan be given to Eligible Employees. The IBM Plan Administrator
shall cause accurate records to be kept of Participant’s
accounts and of all Benefits paid to Participants under the Plan.
The IBM Plan Administrator shall ensure that no Benefit was paid to
a Participant in lieu of other compensation due to the Participant.
The IBM Plan Administrator may appoint or retain a recordkeeper to
perform any or all of its duties under the Plan. The IBM Plan
Administrator may appoint and delegate responsibilities to such
other IBM employees as may be needed to carry out the
responsibilities of the IBM Plan Administrator or to provide
adequate staff services to the IBM Plan Administrator.
10.
Claims Procedures.
A Participant shall
make a claim for Benefits by making a request from the Claims
Administrator in accordance with procedures established by the IBM
Plan Administrator. The request must be filed after the Eligible
Educational Expenses have been incurred and on or before the 60
th day after the Benefit
