RESOURCE ACTION SEPARATION AGREEMENT You are being offered payments and bene?ts as part of the resource action that you otherwise would not have been entitled to receive. You will receive and be entitled to keep these payments and bene?ts only if you accept and do not revoke this Agreement. This Agreement requires you to release IBM and related parties from any claims you may have as described below. You should thoroughly review and understand the effect of this Agreement before you sign it. The Resource Action Summary Plan Description is the only document that describes your eligibility for the payments and bene?ts you are being offered under this Agreement. Any other written or oral representations, promises, or other agreements of any kind made to you in connection with your decision to accept this Agreement will not be recognized. 1. DEFINITIONS OF CERTAIN WORDS USED IN THIS AGREEMENT For purposes of this Agreement, certain words have speci?c de?nitions. 0 ?Agreement? means this Separation Agreement. 0 means International Business Machines Corporation and all of its subsidiary and af?liated companies and all of their respective former or current directors, of?cers, employees, agents, and bene?ts plans (and ?duciaries, insurers or other agents of those plans), and all successors and assigns of these entities or individuals. 0 ?You? or ?you? means you and anyone acting as your representative, successor or heir. 0 ?Release? means your waiver of claims as speci?ed below. 2. WHAT YOU RELEASE BY SIGNING THIS AGREEMENT By signing this agreement you release IBM from all claims that you may have against it at the time of signing, except for those speci?cally identi?ed in Section 3. The claims you are releasing include, without limitation: 0 all claims against IBM whether or not related to your employment with IBM or the termination of your employment 0 all claims arising under any federal, state, local or foreign law dealing with or regulating employment, including, but not limited to: (1) laws prohibiting discrimination based on race, national origin, ancestry, color, creed, religion, sex, sexual orientation, pregnancy, marital status, age (including all claims under the Age Discrimination in Employment Act of 1967), disability, medical condition, or veteran status; (2) family and medical leave; (3) claims arising under the Employee Retirement Income Security Act of 1974 and (4) all waivable claims related to wages and hours, including under state or local labor or wage payment laws Page 1 of 3 claims based on contract, tort, or any other legal theory all claims whether or not you know about them at the time you sign this Agreement any right to use the IBM Open Door or Panel Review Programs if you have worked or are working in California, you expressly agree to waive the protection of section 1542 of the California Civil Code because you are releasing all claims, whether they are known or unknown; Section 1542 of the California Civil Code states: general release does not extend to claims which a creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.? In the event that you do not understand the waiver of your rights under section 1542 or its legal effect on you, you should talk to a lawyer. 3. WHAT YOU DO NOT RELEASE BY SIGNING THIS AGREEMENT By signing this Agreement, you do not release: any claims you may have that arise after the date you sign this Agreement any claims that by law cannot be waived by private agreement without judicial or governmental supervision any claims for wages that IBM concedes are due and owing to you your right to ?le a charge with or participate in any investigation or proceeding conducted by the US. Equal Employment Opportunity Commission (EEOC) or similar government agency; even though you can file a charge or participate in an investigation or proceeding conducted by the EEOC or similar government agency, by signing this Agreement you are waiving your ability to obtain relief of any kind from IBM to the extent permitted by law your non-forfeitable rights to accrued benefits (within the meaning of sections 203 and 204 of the Employee Retirement Income Security Act of 1974) under the IBM Personal Pension Plan, the IBM Retirement Plan and the IBM 401(k) Plus Plan any right you may have to challenge the validity of this Agreement your right to enforce this Agreement and to receive the bene?ts and payments pursuant to the resource action. Page 2 of 3 4. YOU CAN TAKE UP TO 45 DAYS BEFORE SIGNING THIS AGREEMENT You have the right to take up to forty-?ve (45) days from the date you received this Agreement (even if your employment will end sooner) or until your last date of employment, whichever is longer, to consider this Agreement and the accompanying separation program information. If you sign this Agreement before the expiration of the 45-day period, you acknowledge that you knowingly and voluntarily waived the right to wait the full 45 days. 5. YOU CAN REVOKE THIS AGREEMENT This Agreement is not effective for SEVEN DAYS after you sign it. (For employees working in Minnesota, this period is 15 days.) You can revoke this Agreement during that time. To revoke this Agreement, your manager or the Project Of?ce must receive a written notice of revocation from you within that time period. You understand that even if you revoke this Agreement, which will not change the fact that your employment has been terminated by IBM. You also understand that if you do revoke, you will not be entitled to any payments or bene?ts under this Agreement or the resource action. 6. MISCELLANEOUS If any part of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will not be affected in any way, except that if your release of claims or promise not to sue is held to be unenforceable, then at its option IBM may seek to recover to the maximum extent permitted by law the payments and value of benefits that you received under this Agreement. This Agreement will be govemed by the substantive laws of New York. By signing this Agreement, you acknowledge that you fully understand any and all rights you have with respect to the claims you are releasing, and that you are voluntarily signing this Agreement without any threats, coercion or duress, whether economic or otherwise, and that you intend to be bound by the terms of this Agreement. YOU ARE ADVISED TO CONSULT WITH A LAWYER BEFORE YOU SIGN THIS AGREEMENT Name (print): Serial Signature: Date: International Business Machines Corp. Version May 30, 2013 Page 3 of 3