Stock Option Award Agreement- IBM

$35.00
This is the form of Employee Stock Option Agreement for IBM.

Format: word_icon Microsoft Word

Stock Option Award Agreement

Purpose The purpose of this grant is to retain selected executives and employees whose skills and talents are important to IBM’s operations and to align their interests with those of IBM’s stockholders. You recognize that these options represent a potentially significant benefit to you and are granted for the purposes stated here.

Grant Date of Grant: [Month, Date, Year]
  Exercise Price: $XX
  Number of Nonqualified Options Granted: XX

Vesting and Term Options become exercisable in 4 equal installments on the first 4 anniversaries of the Date of Grant.

  Options expire 10 years from the Date of Grant, subject to earlier termination under Sections 12 and 13 of the Plan and as set forth below.

Death, Disability,Termination of Employment Death or Disability:
  In the event of your death, all Options 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 shall continue to vest and be exercisable as if you were an active employee of the Company.
   
  Termination of Employment
  If your employment terminates for any reason (other than for cause):
    any Options that are not exercisable as of the date your employment terminates shall be canceled immediately, and
     
    any Options that are exercisable as of the date your employment terminates (other than for cause) will remain exercisable for 90 days after the date of termination, after which any unexercised Options 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 that are exercisable as of the date your employment terminates shall remain exercisable for the full term as set forth above.

  If your employment terminates for cause, all Options are canceled immediately.
   
  Leave of Absence
  In the event of a management approved leave of absence, any unvested Options shall continue to vest and be exercisable as if you were an active employee of the Company, subject to the terms above. If you return to active status, your Options will continue to vest and be exercisable in accordance with their terms. If you do not return to active status, your unvested Options will be canceled immediately and your vested Options will be canceled on the 91st day following your last day of active employment.


Non-Solicitation In consideration of this Award, 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: a) hire, solicit or make an offer to any employee of the Company to be employed or perform services outside of the Company; or b) 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 this 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.
   
Cancellation and Rescission You understand that the Company 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.
   
  All determinations regarding enforcement, waiver or modification of the cancellation and rescission and other provisions of the Plan and this Agreement (including the provisions relating to death, disability and termination of employment) shall be made in the Company’s sole discretion. Determinations made under this 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 this Agreement are reasonable and agree not to challenge the reasonableness of such provisions, even where forfeiture of Options is the penalty for violation.
   
Jurisdiction, Governing Law, Expenses and Taxes 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 this Agreement. This Agreement shall be governed by the laws of the State of New York, without regard to conflicts or choice of law rules or principles.
   
  If any court of competent jurisdiction finds any provision of this 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 this Agreement shall continue in full force and effect.

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