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Document Preview Acquisition Long-Term Performance Plan |
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Title: |
Acquisition Long-Term Performance Plan |
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Entities: |
International Business Machines Corp.; PricewaterhouseCoopers |
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Date: |
2004 |
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Size: |
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Price: |
$38 |
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ID: |
#237677 |
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Note: This exhibit reflects an amendment to this long-term performance plan to remove the following sentence from Section 6(c): ?The maximum number of shares of Capital Stock that may be issued under Stock Awards shall not exceed 20 percent of the aggregate number of shares available for issuance under Awards.? The New York Stock Exchange advised the registrant that such amendment did not require shareholder approval. The remaining terms and conditions of this long-term performance plan were not modified, including the maximum number of shares that may be issued under the plan as set forth in Section 3.
IBM PWCC Acquisition Long-Term Performance Plan
1. Objectives.
The IBM PWCC Acquisition Long-Term Performance Plan (the ?Plan?) is designed to attract, motivate and retain selected employees of, and other individuals providing services to, the Company in connection with the Company?s acquisition of certain businesses and assets of PricewaterhouseCoopers. These objectives are accomplished by making long-term incentive and other awards under the Plan, thereby providing Participants with a proprietary interest in the growth and performance of the Company.
2. Definitions.
(a) ?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.
(b) ?Award Agreement??An agreement between the Company and a Participant that sets forth the terms, conditions, performance requirements, limitations and restrictions applicable to an Award.
(c) ?Board??The Board of Directors of International Business Machines Corporation (?IBM?).
(d) ?Capital Stock? or ?stock??Authorized and issued or unissued Capital Stock of IBM, at such par value as may be established from time to time.
(e) ?Code??The Internal Revenue Code of 1986, as amended from time to time.
(f) ?Committee??The committee designated by the Board to administer the Plan.
(g) ?Company??IBM and its affiliates and subsidiaries including subsidiaries of subsidiaries and partnerships and other business ventures in which IBM has an equity interest.
(h) ?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
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