This letter amends the offer letter between you and IBM dated October 28, 2018 (the “Offer” which is attached for your reference) and confirms your role as Senior Vice President, IBM and Chief Executive Officer, Red Hat, reporting to Ginni Rometty, Chairman and Chief Executive Officer, IBM.
If you accept this Amendment, the elements of your employment will be:
IBM Hire Date
Your IBM Hire Date will be December 13, 2019, and the terms set forth below will become effective as of that date.
Total Target Cash
Effective on your IBM Hire Date, your total target annualized cash compensation will be $2,750,000.00. It will be comprised of $1,100,000.00 annual base salary and $1,650,000.00 target incentive. This is in addition to your participation in the IBM Benefits plans. As an employee, you will receive a paycheck on a semi-monthly basis, on or around the 15th and 31st of each month. For 2019, your base salary will be prorated to reflect your actual employment as an IBMer.
For the period of March 1, 2019 through February 29, 2020, the incentive payout amount will be determined based on Red Hat’s Executive Variable Compensation (EVC) Plan that was previously approved by Red Hat’s Compensation Committee in 2019.
Beginning on March 1, 2020, you will participate in IBM’s Annual Incentive Program (AIP). The AIP payment amount will be determined based on IBM and Red Hat’s business performance, and the attainment of your individual business objectives, as approved by IBM’s Compensation Committee. Your incentive payment target for the period of March 1, 2020 through December 31, 2020 will be prorated to reflect the shortened ten (10) month incentive period. You must be an active employee on December 31, 2020 to be eligible for a payout under AIP. You will receive a letter detailing the objectives and structure of AIP shortly after the AIP performance period begins in 2020. For further details on how this program works and how it relates to the rest of your compensation package, please read the IBM Annual Incentive Program description which will be sent to you after your IBM Hire Date.
Long-Term Incentive Award Opportunity
As an IBM senior executive, you will be eligible to be considered for IBM equity award grants during IBM’s annual Executive Cash and Equity cycle, which historically has been during June of each year.