Richard and Margaret Sherman - Page 7




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                         WHEREAS, IBM and Mr. Sherman understand                      
                    and recognize the inherent expense and risk                       
                    involved in litigation;                                           
                         WHEREAS, IBM and Mr. Sherman wish to                         
                    resolve finally, completely and forever all                       
                    disputes including but not limited to                             
                    allegations of physical and mental injury,                        
                    unfair labor practices, discrimination,                           
                    retaliation, or any other allegations of                          
                    unlawful conduct that Mr. Sherman has made or                     
                    could have made, whether known or unknown,                        
                    concerning anything that has occurred during                      
                    his employment with IBM;                                          
                    *      *       *       *       *       *     *                    
                         NOW, THEREFORE,  it is hereby agreed as                      
                    follows:                                                          
                         1.     IBM agrees to pay Mr. Sherman the                     
                    sum of $103,500 fifteen days after he signs                       
                    this Agreement and has his signature notarized                    
                    and $103,500 on December 31, 1993.  For                           
                    withholding purposes, IBM is required to                          
                    withhold certain sums pursuant to the tax code                    
                    and regulations; but it will do so without                        
                    prejudice to Mr. Sherman taking the position                      
                    that some or all of these sums are excludable                     
                    from his taxable income.                                          
                    *       *       *       *       *      *     *                    
                         4.     Mr. Sherman will cease being an IBM                   
                    employee on May 28, 1993.                                         
                    *       *       *       *       *      *     *                    
                         6.    Mr. Sherman agrees to release IBM                      
                    from all claims, demands, actions, liabilities                    
                    or charges (hereinafter "claims") that he may                     
                    have against IBM of whatever kind or nature for                   
                    or on account of anything that has occurred,                      
                    including but not limited to, any claims for                      
                    physical and mental injury, and any claims                        
                    which are related to his employment with IBM,                     
                    such as claims of retaliation, the termination                    





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