Exhibit 10.1
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International Business Machines
Corporation (“IBM”)
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Equity Award
Agreement
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Plan
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[IBM 1999 Long-Term Performance
Plan (the “Plan”)]
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Award Type
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[Stock Options, Restricted Stock,
Restricted Stock Units, Cash-Settled Restricted Stock Units,
SARs]
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Purpose
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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.
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Awarded to
Home Country Global
ID
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Sample
United States (USA) [Employee ID]
[Global ID]
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Award Agreement
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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.
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Grant
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Date of Grant: [ Month Date,
Year ]
[Exercise Price: $XX]
Number of [Options/Units/Shares/SARs] Awarded: [
XX]
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Vesting
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This Award vests as set forth below,
subject to your continued employment with the Company as described
in the Terms and Conditions document.
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Options/Units/Shares/SARs
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Date
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[number of shares]
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[month date year]
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[number of shares]
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[month date year]
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[ “ ]
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[ “ ]
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Options expire, subject to the
Terms and Conditions document, on: [month date year]
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Terms and Conditions of Your
Equity Award
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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:
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·
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Cancellation and rescission of
awards (also see below)
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·
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Jurisdiction, governing law,
expenses and taxes
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·
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Non-solicitation of Company
employees and clients, if applicable
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·
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Treatment of your Award in the event
of death or disability or leave of absence
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·
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Treatment of your Award upon
termination of employment, including retirement or for cause (also
see below)
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It is strongly recommended that you
print the Terms and Conditions document for later
reference.
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Termination of
Employment
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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:
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·
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You are on the performance team, or
any successor team thereto, at the time of termination of
employment;
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·
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You have completed at least one year
of active service since the Award Date of Grant;
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·
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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
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·
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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.
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1
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Cancellation and
Rescission
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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.
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Data Privacy, Electronic
Delivery
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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.
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Extraordinary
Compensation
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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.
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Accept Your Award
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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.
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International Business Machines
Corporation (“IBM”)
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Equity Award
Agreement
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Plan
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[IBM 1999 Long-Term Performance
Plan (the “Plan”)]
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Award Type
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Performance Share Units
(PSUs)
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Purpose
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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.
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Awarded to
Home Country
Global ID
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Sample
United States (USA) [Employee
ID]
[Global ID]
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Award Agreement
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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.
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Grant
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Date of Grant
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# PSUs Awarded
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Performance Period
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Date of Payout
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[month day year]
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[amount]
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[dates]
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[date]
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[month day year]
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[amount]
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[dates]
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[date]
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[
“
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[
“ ]
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[ “
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[ “
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Vesting
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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) :
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% of Target
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<70%
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70%
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80%
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90%
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100%
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110%
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> 120%
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% of PSUs earned
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0%
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25%
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50%
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75%
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100%
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125%
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150%
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Payout of Awards
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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.
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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.
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Terms and
Conditions of Your
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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:
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|
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
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|
|
|
·
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Treatment of your Award in the event
of death or disability or leave of absence (also see
below)
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|
·
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Treatment of your Award upon
termination of employment, including retirement or for cause (also
see below)
|
|
|
|
|
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It is strongly recommended that you
print the Terms and Conditions document for later
reference.
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1
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Termination of Employment or
Leave of Absence
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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:
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·
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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;
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·
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You have completed at least one year
of active service during the Performance Period;
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·
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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);
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·
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The Committee has certified that all
performance conditions have been met; and
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·
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Appropriate senior management, the
Committee or the Board, as appropriate, do not exercise their
discretion to cancel or otherwise limit the payout.
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Cancellation and
Rescission
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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.
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Data Privacy, Electronic
Delivery
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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.
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|
|
|
|
|
|
|
|
Extraordinary
Compensation
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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.
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Accept Your Award
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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.
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2
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International Business Machines
Corporation (“IBM”)
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|
|
|
|
|
|
Equity Award
Agreement
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|
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Plan
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[IBM 1999 Long-Term Performance
Plan (the “Plan”)]
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Award Type
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Retention Restricted Stock Units
Award (RRSU)
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Purpose
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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.
|
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|
|
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Awarded to
Home Country
[Global ID]
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Sample
United States (USA) [Employee
ID]
[Global ID]
|
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|
|
|
|
Award Agreement
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|
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.
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Grant
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Date of Grant: [Month Date,
Year ]
Number of Units Awarded:
[XX]
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Vesting
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This Award vests as set forth below,
subject to your continued employment with the Company as described
in the Terms and Conditions document.
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Units
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Date
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[amount]
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[month date, year]
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[amount]
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[month date, year]
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Terms and
Conditions of Your
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|
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
Per
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