Attached files
| file | filename |
|---|---|
| EX-3.2 - EXHIBIT 3.2 - INTERNATIONAL BUSINESS MACHINES CORP | tm2038625d2_ex3-2.htm |
| 8-K - FORM 8-K - INTERNATIONAL BUSINESS MACHINES CORP | tm2038625-2_8k.htm |
Exhibit 99.1
December 15, 2020
Dr. John E Kelly III
c/o IBM Corporation
New Orchard Road
Armonk, NY 10576
Dear John:
Your retirement from International Business Machines Corporation (“IBM” or “Company”) comes with much admiration and appreciation for your years of distinguished service to IBM. In recognition of your wishes, you will retire from the Company effective December 31, 2020 (“Retirement Date”). As is the case with all retirees, any benefits payable to you in connection with your retirement will be paid or made available in accordance with the applicable terms of the IBM employee benefit plans in which you participate. As with all employees and retirees, the Company maintains its right to amend, modify or terminate its benefit plans and programs at any time and from time to time or to change its interpretation of such benefit plans and programs.
This letter agreement shall constitute the agreement between you and IBM (the “Agreement”), as to the terms of providing consulting services to IBM after your Retirement Date.
Consulting Services
After your Retirement Date for a period of one year, through December 31, 2021, (the “Term”) the Company may request, from time to time, that you provide consulting services to the Company, which services must be approved in advance by the Company’s Senior Vice President and Chief Human Resources Officer (“Services”). Any Services you provide will be as an independent contractor.
If you provide Services during the Term, the following terms shall govern:
| o | The fee for such Services will be $7,800 per day for each day on which you provide four or more hours of Services and $3,900 per day for each day that you provide less than four hours of Services. |
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| o | The Company shall reimburse you for any reasonable actual travel and other expenses incurred in connection with providing the Services; and |
| o | The provision of Services by you shall not exceed 20% of the average level of services performed by you over the 36-month period immediately prior to your Retirement Date. Further, it is intended by the parties that the provision of Services shall not further delay any payment to which you are entitled under an IBM employee benefit plan or agreement. |
Nonpublic information you receive from IBM is confidential and proprietary to IBM and may not be divulged in whole or in part, in any form, to anyone outside the scope and needs of the Services. Failure to comply with the confidentiality obligations may result in action taken by IBM, including termination of your consulting services.
* * * * *
If you agree with the foregoing, please sign and date the enclosed copy of this letter in the space indicated below.
| Sincerely, | ||
| /s/ Nickle J. LaMoreaux | ||
| Nickle J. LaMoreaux | ||
| Senior Vice President and | ||
| Chief Human Resources Officer | ||
| Accepted by and Agreed to: | ||
| /s/ John E. Kelly III | ||
| John E. Kelly III | ||
| December 15, 2020 | ||
| Date |
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