EX-10.3





 Exhibit 10.3 

TERADATA NEW EMPLOYEE STOCK INDUCEMENT PLAN 

(Effective June 1, 2020) 
  

	 	1.	 Establishment, Purpose, Duration. 



(a) Establishment. Teradata Corporation (the “Company”) hereby establishes the Teradata New Employee Stock Inducement
Plan (the “Plan”), effective as of June 1, 2020 (the “Effective Date”). Definitions of capitalized terms used in the Plan are contained in Section 2 of the Plan. 

(b) Purpose. The purpose of the Plan is to (i) provide a material inducement for certain individuals to commence employment with
the Company within the meaning of Rule 303A.08 of the NYSE Listed Company Manual and (ii) provide such individuals incentives and rewards for superior performance. 

(c) Duration. No Award may be granted under the Plan after the day immediately preceding the third (3rd) anniversary of the Effective Date, or such earlier date as the Board (via action by a majority of the “independent directors” within the meaning of applicable rules of any securities
exchange upon which Shares are listed) shall determine. The Plan will remain in effect with respect to outstanding Awards until no Awards remain outstanding. 
  

	 	2.	 Definitions. As used in the Plan, the following definitions shall apply. 



“Applicable Laws” means the applicable requirements relating to the administration of equity-based compensation plans under
U.S. state corporate laws, U.S. federal and state securities laws, the Code, the rules of any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws of any other country or jurisdiction where Awards are
granted under the Plan. 
 “Award” means a Stock Option, Stock Appreciation Right, Restricted Share, Restricted Share Unit
or Other Share-Based Award granted pursuant to the terms and conditions of the Plan. 
 “Award Agreement” means either:
(a) an agreement, either in written or electronic format, entered into by the Company and a Participant setting forth the terms and provisions applicable to an Award; or (b) a statement, either in written or electronic format, issued by
the Company to a Participant describing the terms and provisions of such Award, which need not be signed by the Participant. 

“Board” means the Board of Directors of the Company. 

“Cause” as a reason for a Participant’s termination of employment shall have the meaning assigned such term in the
employment, severance or similar agreement or plan, if any, between (or covering) the Participant and the Company or Subsidiary. If the Participant is not a party to or covered by an employment, severance or similar agreement or plan with the
Company or a Subsidiary in which such term is defined, then unless otherwise defined in the applicable Award Agreement, “Cause” shall mean (a) conviction of the Participant for committing a felony under













 
federal law or the law of the state in which such action occurred, (b) dishonesty in the course of fulfilling the Participant’s duties to the Company or a Subsidiary, (c) failure
on the part of the Participant to perform substantially such Participant’s duties to the Company or a Subsidiary in any material respect, (d) a material violation of the Company’s ethics and compliance program, or (e) before a
Change in Control, such other events as shall be determined by the Committee and set forth in a Participant’s Award Agreement. Notwithstanding any other provision of the Plan to the contrary, following a Change in Control, any determination by
the Committee as to whether “Cause” exists shall be subject to de novo review. 
 “Change in Control” means,
unless otherwise provided in the applicable Award Agreement, the occurrence of any of the following events: 
 (a) The acquisition by any
individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent
(50%) or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this paragraph (a), the following acquisitions shall not constitute a
Change in Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation
controlled by the Company, or (D) any acquisition pursuant to a transaction which complies with clauses (i), (ii) and (iii) of paragraph (c) of below; or 

(b) Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of
at least two-thirds (2/3) of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or 

(c) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the
Company or the acquisition of assets of another entity (a “Corporate Transaction”), in each case, unless, following such Corporate Transaction, (i) all or substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction beneficially own, directly or indirectly, more than fifty percent (50%) of,
respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such
Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or 


  
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through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be; (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Corporate Transaction) beneficially owns, directly or indirectly, fifty
percent (50%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the then outstanding voting securities of such corporation except
to the extent that such ownership existed prior to the Corporate Transaction; and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction were members of the Incumbent
Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Corporate Transaction; or 

(d) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. 

“CIC Severance Plan” means the Teradata Change in Control Severance Plan, as the same may be amended from time to time, or
any successor plan thereto. 
 “Code” means the Internal Revenue Code of 1986, as amended. 

“Committee” means the Compensation and Human Resource Committee of the Board or its successor. The Committee shall consist of
two or more members of the Board, each of whom is a “non-employee director” within the meaning of Rule 16b-3 promulgated under the Exchange Act and an “independent director” within the meaning of applicable rules of any
securities exchange upon which Shares are listed. 
 “Company” has the meaning given such term in Section 1(a) and any
successor thereto. 
 “Date of Grant” means the date as of which an Award is determined to be effective and designated in a
resolution by the Committee and is granted pursuant to the Plan. The Date of Grant shall not be earlier than the date of the resolution and action therein by the Committee. In no event shall the Date of Grant be earlier than the Effective Date. 

“Effective Date” has the meaning given such term in Section 1(a). 

“Employee” means any employee of the Company or a Subsidiary. 

“Exchange Act” means the Securities Exchange Act of 1934 and the rules and regulations thereunder, as such law, rules and
regulations may be amended from time to time. 
 “Fair Market Value” means the value of one Share on any relevant date,
determined under the following rules: (a) the closing sale price per Share on that date as reported on the NYSE or other principal exchange on which Shares are then trading, if any, or if there are no sales on that date, on the next preceding
trading day during which a sale occurred; (b) if the Shares are not reported on a principal exchange or national market system, the average of the closing bid and 

  
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asked prices last quoted on that date by an established quotation service for over-the-counter securities; or (c) if neither (a) nor (b) applies, (i) with respect to Stock
Options, Stock Appreciation Rights and any Award of stock rights that is subject to Section 409A of the Code, the value as determined by the Committee through the reasonable application of a reasonable valuation method, taking into account all
information material to the value of the Company, within the meaning of Section 409A of the Code, and (ii) with respect to all other Awards, the fair market value as determined by the Committee in good faith. 

“Good Reason” means, if the Participant is a participant in the CIC Severance Plan or is subject to a Severance Policy that
defines “Good Reason”, “Good Reason” as defined in the CIC Severance Plan or the Severance Policy, as applicable, or, if the Participant is not a participant in the CIC Severance Plan or a Severance Policy that defines “Good
Reason”, “Good Reason” as defined in any employment, severance or other agreement with the Company or a Subsidiary to which the applicable Participant is a party. If “Good Reason” is not defined in accordance with the
foregoing sentence, “Good Reason” shall have no application in this Plan. 
 “Nonqualified Stock Option” means a
Stock Option that is not intended to meet the requirements of Section 422 of the Code or otherwise does not meet such requirements. 

“NYSE” means the New York Stock Exchange. 

“Other Share-Based Award” means an equity-based or equity-related Award not otherwise described by the terms of the Plan,
granted in accordance with the terms and conditions set forth in Section 10. 
 “Participant” means any Employee who
meets the eligibility requirements set forth in Section 5 and who holds one or more outstanding Awards. 
 “Performance
Objectives” means the performance objective or objectives established by the Committee pursuant to the Plan. Any Performance Objectives may relate to the performance of the Company or one or more of its Subsidiaries, divisions, departments,
units, functions, partnerships, joint ventures or minority investments, product lines or products, or the performance of the individual Participant. The Performance Objectives may be made relative to the performance of a group of comparable
companies, or published or special index that the Committee, in its sole discretion, deems appropriate, or the Company may select Performance Objectives as compared to various stock market indices. Performance Objectives may be stated as a
combination of the listed factors. Any Performance Objectives that are financial metrics may be determined in accordance with United States Generally Accepted Accounting Principles (“GAAP”), if applicable, or may be adjusted when
established to include or exclude any items otherwise includable or excludable under GAAP. 
 “Plan” has the meaning given
such term in Section 1(a). 
 “Restricted Shares” means Shares granted or sold pursuant to Section 8 as to which
neither the substantial risk of forfeiture nor the prohibition on transfers referred to in such Section 8 has expired. 

  
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 “Restricted Share Unit” means a grant or sale of the right to receive
Shares or cash at the end of a specified restricted period made pursuant to Section 9. 
 “SEC” means the United
States Securities and Exchange Commission. 
 “Severance Policy” means a severance policy maintained by the Company or a
Subsidiary. 
 “Share” means a share of common stock of the Company, $0.01 par value per share, or any security into which
such Share may be changed by reason of any transaction or event of the type referred to in Section 15. 
 “Stock Appreciation
Right” means a right granted pursuant to Section 7. 
 “Stock Option” means a right to purchase a Share
granted to a Participant under the Plan in accordance with the terms and conditions set forth in Section 6. Stock Options shall be Nonqualified Stock Options. 

“Subsidiary” means any corporation or other entity in which the Company owns, directly or indirectly, a proprietary interest
of more than fifty percent (50%) by reason of stock ownership or otherwise. 
 “Substitute Awards” means Awards that
are granted in assumption of, or in substitution or exchange for, outstanding awards previously granted by an entity acquired directly or indirectly by the Company or with which the Company directly or indirectly combines. 

 

	 	3.	 Shares Available Under the Plan. 



(a) Shares Available for Awards. The maximum number of Shares that may be issued or delivered pursuant to Awards under the Plan shall be
550,000. Shares issued or delivered pursuant to an Award may be authorized but unissued Shares, treasury Shares, including Shares purchased in the open market, or a combination of the foregoing. The aggregate number of Shares available for issuance
or delivery under the Plan shall be subject to adjustment as provided in Section 15. 
 (b) Share Usage. In addition to the
number of Shares provided for in Section 3(a), the following Shares shall be available for Awards under the Plan: (i) Shares covered by an Award that expires or is forfeited, canceled, surrendered or otherwise terminated without the
issuance of such Shares and the release of the “substantial risk of forfeiture” under Section 83 of the Code, if applicable; (ii) Shares covered by an Award that is settled only in cash, and (iii) Shares withheld by the
Company or any Subsidiary to satisfy a tax withholding obligation. 
 (c) Prohibition of Share Recycling. Notwithstanding the
foregoing, the following Shares issued or delivered under this Plan shall not again be available for grant as described above: (i) Shares tendered in payment of the exercise price of a Stock Option; and (ii) Shares that are repurchased by
the Company with Stock Option proceeds. Without limiting the 

  
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foregoing, with respect to any Stock Appreciation Right that is settled in Shares, the full number of Shares subject to the Award shall count against the number of Shares available for Awards
under the Plan regardless of the number of Shares used to settle the Stock Appreciation Right upon exercise. 
  

	 	4.	 Administration of the Plan. 



(a) In General. The Plan shall be administered by the Committee. Except as otherwise provided by the Board, the Committee shall have
full and final authority in its discretion to take all actions determined by the Committee to be necessary in the administration of the Plan, including, without limitation, discretion to: select Award recipients; determine the sizes and types of
Awards; determine the terms and conditions of Awards in a manner consistent with the Plan; grant waivers of terms, conditions, restrictions and limitations applicable to any Award, or accelerate the vesting or exercisability of any Award, in a
manner consistent with the Plan; construe and interpret the Plan and any Award Agreement or other agreement or instrument entered into under the Plan; establish, amend, or waive rules and regulations for the Plan’s administration; and take such
other action, not inconsistent with the terms of the Plan, as the Committee deems appropriate. 
 (b) Determinations. The Committee
shall have no obligation to treat Participants or eligible Participants uniformly, and the Committee may make determinations under the Plan selectively among Participants who receive, or Employees who are eligible to receive, Awards (whether or not
such Participants or eligible Employees are similarly situated). All determinations and decisions made by the Committee pursuant to the provisions of the Plan and all related orders and resolutions of the Committee shall be final, conclusive and
binding on all persons, including the Company, its Subsidiaries, its stockholders, Employees, Participants and their estates and beneficiaries. 

(c) Authority of the Board. The Board (via action by a majority of the “independent directors” within the meaning of
applicable rules of any securities exchange upon which Shares are listed) may reserve to itself any or all of the authority or responsibility of the Committee under the Plan or may act as the administrator of the Plan for any and all purposes. To
the extent the Board has reserved any such authority or responsibility or during any time that the Board is acting as administrator of the Plan, it shall have all the powers of the Committee hereunder, and any reference herein to the Committee
(other than in this Section 4(c)) shall include the Board. 
 5.         Eligibility and
Participation. The only individuals eligible to receive grants of Awards under this Plan are individuals who satisfy the standards for “inducement awards” under Rule 303A.08 of the NYSE Listed Company Manual. Specifically, each
Employee is eligible to participate in the Plan only if (a) the Employee has not previously been an Employee, or is commencing employment with the Company or a Subsidiary following a bona fide period of non-employment by the Company or a
Subsidiary, (b) he or she is granted an Award in connection with his or her commencement of employment with the Company or a Subsidiary and (c) such grant is a material inducement to his or her entering into employment with the Company or
a Subsidiary. Subject to the provisions of the Plan, the Committee may, from time to time, select 

  
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from all eligible Employees those to whom Awards shall be granted and shall determine, in its sole discretion, the nature of any and all terms permissible by Applicable Law and the amount of each
Award. Promptly following the grant of any Award under the Plan, the Company will (x) notify the NYSE in writing of the use of the “inducement award” exemption under Rule 303A.08 of the NYSE Listed Company Manual with respect to the
Award, and (y) disclose in a press release the material terms of the Award, including each Participant who received the Award and the number of Shares involved. 

6.         Stock Options. Subject to the terms and conditions of the Plan, Stock Options may be
granted to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion. 

(a) Award Agreement. Each Stock Option shall be evidenced by an Award Agreement that shall specify the exercise price, the term of the
Stock Option, the number of Shares covered by the Stock Option, the conditions upon which the Stock Option shall become vested and exercisable and such other terms and conditions as the Committee shall determine and which are not inconsistent with
the terms and conditions of the Plan. 
 (b) Exercise Price. The exercise price per Share of a Stock Option shall be determined by
the Committee at the time the Stock Option is granted and shall be specified in the related Award Agreement; provided, however, that in no event shall the exercise price per Share of any Stock Option (other than a Substitute Award) be less than one
hundred percent (100%) of the Fair Market Value of a Share on the Date of Grant. 
 (c) Term. The term of a Stock Option shall
be determined by the Committee and set forth in the related Award Agreement; provided, however, that in no event shall the term of any Stock Option exceed ten (10) years from its Date of Grant. 

(d) Exercisability. Stock Options shall become vested and exercisable at such times and upon such terms and conditions as shall be
determined by the Committee and set forth in the related Award Agreement. Such terms and conditions may include, without limitation, the satisfaction of (i) performance goals based on one or more Performance Objectives, and (ii) time-based
vesting requirements. 
 (e) Exercise of Stock Options. Except as otherwise provided in the Plan or in a related Award Agreement, a
Stock Option may be exercised for all or any portion of the Shares for which it is then exercisable. A Stock Option shall be exercised by the delivery of a notice of exercise to the Company or its designee in a form specified by the Company which
sets forth the number of Shares with respect to which the Stock Option is to be exercised and full payment of the exercise price for such Shares. The exercise price of a Stock Option may be paid: (i) in cash or its equivalent; (ii) by
tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the aggregate exercise price; (iii) by a cashless exercise (including by withholding Shares
deliverable upon exercise and through a broker-assisted arrangement to the extent permitted by Applicable Laws); (iv) by a combination of the methods described in clauses (i), (ii) and/or (iii); or (v) through any other method
approved by the Committee in its sole discretion. As soon as practicable after receipt of the notification of exercise and full payment of the exercise price, the Company shall cause the appropriate number of Shares to be issued to the Participant.


  
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 7.         Stock Appreciation Rights. Subject
to the terms and conditions of the Plan, Stock Appreciation Rights may be granted to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion. 

(a) Award Agreement. Each Stock Appreciation Right shall be evidenced by an Award Agreement that shall specify the exercise price, the
term of the Stock Appreciation Right, the number of Shares covered by the Stock Appreciation Right, the conditions upon which the Stock Appreciation Right shall become vested and exercisable and such other terms and conditions as the Committee shall
determine and which are not inconsistent with the terms and conditions of the Plan. 
 (b) Exercise Price. The exercise price per
Share of a Stock Appreciation Right shall be determined by the Committee at the time the Stock Appreciation Right is granted and shall be specified in the related Award Agreement; provided, however, that in no event shall the exercise price per
Share of any Stock Appreciation Right (other than a Substitute Award) be less than one hundred percent (100%) of the Fair Market Value of a Share on the Date of Grant. 

(c) Term. The term of a Stock Appreciation Right shall be determined by the Committee and set forth in the related Award Agreement;
provided, however, that in no event shall the term of any Stock Appreciation Right exceed ten (10) years from its Date of Grant. 
 (d)
Exercisability of Stock Appreciation Rights. A Stock Appreciation Right shall become vested and exercisable at such times and upon such terms and conditions as may be determined by the Committee and set forth in the related Award Agreement.
Such terms and conditions may include, without limitation, the satisfaction of (i) performance goals based on one or more Performance Objectives, and (ii) time-based vesting requirements. 

(e) Exercise of Stock Appreciation Rights. Except as otherwise provided in the Plan or in a related Award Agreement, a Stock
Appreciation Right may be exercised for all or any portion of the Shares for which it is then exercisable. A Stock Appreciation Right shall be exercised by the delivery of a notice of exercise to the Company or its designee in a form specified by
the Company which sets forth the number of Shares with respect to which the Stock Appreciation Right is to be exercised. Upon exercise, a Stock Appreciation Right shall entitle a Participant to an amount equal to (a) the excess of (i) the
Fair Market Value of a Share on the exercise date over (ii) the exercise price per Share, multiplied by (b) the number of Shares with respect to which the Stock Appreciation Right is exercised. A Stock Appreciation Right may be settled in
whole Shares, cash or a combination thereof, as specified by the Committee in the related Award Agreement. 

8.         Restricted Shares. Subject to the terms and conditions of the Plan, Restricted
Shares may be granted or sold to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion. 

  
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 (a) Award Agreement. Each Restricted Shares Award shall be evidenced by an Award
Agreement that shall specify the number of Restricted Shares, the restricted period(s) applicable to the Restricted Shares, the conditions upon which the restrictions on the Restricted Shares will lapse and such other terms and conditions as the
Committee shall determine and which are not inconsistent with the terms and conditions of the Plan. 
 (b) Terms, Conditions and
Restrictions. The Committee shall impose such other terms, conditions and/or restrictions on any Restricted Shares as it may deem advisable, including, without limitation, a requirement that the Participant pay a purchase price for each
Restricted Share, restrictions based on the achievement of specific Performance Objectives, time-based restrictions or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Restricted Shares. Unless
otherwise provided in the related Award Agreement or required by Applicable Law, the restrictions imposed on Restricted Shares shall lapse upon the expiration or termination of the applicable restricted period and the satisfaction of any other
applicable terms and conditions. 
 (c) Custody of Certificates. To the extent deemed appropriate by the Committee, the Company may
retain the certificates representing Restricted Shares in the Company’s possession until such time as all terms, conditions and/or restrictions applicable to such Shares have been satisfied or lapse. 

(d) Rights Associated with Restricted Shares during Restricted Period. During any restricted period applicable to Restricted Shares:
(i) the Restricted Shares may not be sold, transferred, pledged, assigned or otherwise alienated; (ii) unless otherwise provided in the related Award Agreement, the Participant shall be entitled to exercise full voting rights associated
with such Restricted Shares; and (iii) the Participant shall be entitled to all dividends and other distributions paid with respect to such Restricted Shares during the restricted period; provided, however, that that any dividends with respect
to unvested Restricted Shares shall be accumulated or deemed reinvested in additional Restricted Shares until such Award is earned and vested, and shall be subject to the same terms and conditions as the original Award (including service-based
vesting conditions and the achievement of any Performance Objectives). 
 9.         Restricted
Share Units. Subject to the terms and conditions of the Plan, Restricted Share Units may be granted or sold to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion. 

(a) Award Agreement. Each Restricted Share Unit Award shall be evidenced by an Award Agreement that shall specify the number of units,
the restricted period(s) applicable to the Restricted Share Units, the conditions upon which the restrictions on the Restricted Share Units will lapse, the time and method of payment of the Restricted Share Units, and such other terms and conditions
as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan. 
 (b) Terms, Conditions and
Restrictions. The Committee shall impose such other terms, conditions and/or restrictions on any Restricted Share Units as it may deem advisable, including, without limitation, a requirement that the Participant pay a purchase price for each
Restricted Share Unit, restrictions based on the achievement of specific Performance Objectives or time-based restrictions or holding requirements. 

  
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 (c) Form of Settlement. Restricted Share Units may be settled in whole Shares, cash
or a combination thereof, as specified by the Committee in the related Award Agreement. 

10.         Other Share-Based Awards. Subject to the terms and conditions of the Plan, Other
Share-Based Awards may be granted to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion. Other Share-Based Awards are Awards that are valued in whole or in part by
reference to, or otherwise based on the Fair Market Value of, Shares, and shall be in such form as the Committee shall determine, including without limitation, unrestricted Shares or time-based or performance-based units that are settled in Shares
and/or cash. 
 (a) Award Agreement. Each Other Share-Based Award shall be evidenced by an Award Agreement that shall specify the
terms and conditions upon which the Other Share-Based Award shall become vested, if applicable, the time and method of settlement, the form of settlement and such other terms and conditions as the Committee shall determine and which are not
inconsistent with the terms and conditions of the Plan. 
 (b) Form of Settlement. An Other Share-Based Award may be settled in whole
Shares, cash or a combination thereof, as specified by the Committee in the related Award Agreement. 

11.         Dividend Equivalents. Awards may provide the Participant with dividend
equivalents, on a contingent basis and either in cash or in additional Shares, as determined by the Committee in its sole discretion and set forth in the related Award Agreement; provided, however, that that any dividend equivalents with respect to
an unvested Award shall be accumulated or deemed reinvested until such Award is earned and vested, and shall be subject to the same terms and conditions as the original Award (including service-based vesting conditions and the achievement of any
Performance Objectives). Notwithstanding the foregoing, no dividend equivalents shall be granted with respect to Shares underlying a Stock Option or Stock Appreciation Right. 

12.         Compliance with Section 409A. Awards shall be designed and administered in
such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A of the Code. To the extent that the Committee determines that any Award is subject to Section 409A of the Code, the Award
Agreement shall incorporate the terms and conditions necessary to avoid the imposition of an additional tax under Section 409A of the Code upon a Participant. Notwithstanding any other provision of the Plan or any Award Agreement (unless the
Award Agreement provides otherwise with specific reference to this Section 12): (a) an Award shall not be granted, deferred, accelerated, extended, paid out, settled, substituted or modified under the Plan in a manner that would result in
the imposition of an additional tax under Section 409A of the Code upon a Participant; and (b) if an Award is subject to Section 409A of the Code, and if the Participant holding the award is a “specified employee” (as
defined in Section 409A of the Code, with such classification to be determined in accordance with the methodology 

  
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established by the Company), then, to the extent required to avoid the imposition of an additional tax under Section 409A of the Code upon a Participant, no distribution or payment of any
amount shall be made before the date that is six (6) months following the date of such Participant’s “separation from service” (as defined in Section 409A of the Code) or, if earlier, the date of the Participant’s
death. Although the Company intends to administer the Plan so that Awards will be exempt from, or will comply with, the requirements of Section 409A of the Code, the Company does not warrant that any Award under the Plan will qualify for
favorable tax treatment under Section 409A of the Code or any other provision of federal, state, local, or non-United States law. The Company shall not be liable to any Participant for any tax, interest, or penalties the Participant might owe
as a result of the grant, holding, vesting, exercise, or payment of any Award under the Plan. 

13.         [Reserved] 

14.         Transferability. Except as otherwise determined by the Committee, no Award or
dividend equivalents paid with respect to any Award shall be transferable by the Participant except by will or the laws of descent and distribution; provided, that if so determined by the Committee, each Participant may, in a manner established by
the Committee, designate a beneficiary to exercise the rights of the Participant with respect to any Award upon the death of the Participant and to receive Shares or other property issued or delivered under such Award. Except as otherwise determined
by the Committee, Stock Options and Stock Appreciation Rights will be exercisable during a Participant’s lifetime only by the Participant or, in the event of the Participant’s legal incapacity to do so, by the Participant’s guardian
or legal representative acting on behalf of the Participant in a fiduciary capacity under state law and/or court supervision. 

15.         Adjustments. In the event of any equity restructuring (within the meaning of
Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation), such as a stock dividend, stock split, reverse stock split, spinoff, rights offering, or recapitalization through a large,
nonrecurring cash dividend, the Committee shall cause there to be an equitable adjustment in the numbers of Shares specified in Section 3 of the Plan and, with respect to outstanding Awards, in the number and kind of Shares subject to
outstanding Awards, and the exercise price or other price of Shares subject to outstanding Awards, in each case to prevent dilution or enlargement of the rights of Participants. In the event of any other change in corporate capitalization, or in the
event of a merger, consolidation, liquidation, or similar transaction, the Committee may, in its sole discretion, cause there to be an equitable adjustment as described in the foregoing sentence, to prevent dilution or enlargement of rights;
provided, however, that, unless otherwise determined by the Committee, the number of Shares subject to any Award shall always be rounded down to a whole number. Moreover, in the event of any such transaction or event, the Committee, in its
discretion, may provide in substitution for any or all outstanding Awards such alternative consideration (including cash) as it, in good faith, may determine to be equitable in the circumstances and may require in connection therewith the surrender
of all Awards so replaced. Notwithstanding the foregoing, the Committee shall not make any adjustment pursuant to this Section 15 that would (a) cause an Award that is otherwise exempt from Section 409A of the Code to become subject
to Section 409A of the Code or (b) cause an Award that is subject to Section 409A of the Code to fail to satisfy the requirements of Section 409A of the Code. The determination of the Committee as to the foregoing adjustments, if
any, shall be conclusive and binding on all Participants and any other persons claiming under or through any Participant. 

  
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 16.         Fractional Shares. The Company
shall not be required to issue or deliver any fractional Shares pursuant to the Plan and, unless otherwise provided by the Committee, fractional shares shall be settled in cash. 

17.         Withholding Taxes. To the extent required by Applicable Law, a Participant shall be
required to satisfy, in a manner satisfactory to the Company or Subsidiary, as applicable, any withholding tax obligations that arise by reason of a Stock Option or Stock Appreciation Right exercise, the vesting of or settlement of Shares under an
Award, an election pursuant to Section 83(b) of the Code or otherwise with respect to an Award. The Company and its Subsidiaries shall not be required to issue or deliver Shares, make any payment or to recognize the transfer or disposition of
Shares until such obligations are satisfied. The Committee may permit or require these obligations to be satisfied by having the Company withhold a portion of the Shares that otherwise would be issued or delivered to a Participant upon exercise of a
Stock Option or Stock Appreciation Right or upon the vesting or settlement of an Award, or by tendering Shares previously acquired, in each case having a value (as determined by the Company) equal to the minimum amount required by Applicable Law to
be withheld or paid (or such other amount that will not result in adverse accounting consequences for the Company or a Subsidiary). Any such elections are subject to such conditions or procedures as may be established by the Committee and may be
subject to disapproval by the Committee. 
 18.         Foreign Employees. Without amending
the Plan, the Committee may grant Awards to Participants who are foreign nationals, or who are subject to Applicable Laws of one or more non-United States jurisdictions, on such terms and conditions different from those specified in the Plan as may
in the judgment of the Committee be necessary or desirable to foster and promote achievement of the purposes of the Plan, and, in furtherance of such purposes, the Committee may make such modifications, amendments, procedures, and the like as may be
necessary or advisable to comply with provisions of Applicable Laws of other countries in which the Company or its Subsidiaries operate or have employees. 

19.        Termination for Cause; Forfeiture of Awards. 

(a) Termination for Cause. If a Participant’s employment is terminated by the Company or a Subsidiary for Cause, as determined by
the Committee in its sole discretion, then, promptly upon receiving notice of the Committee’s determination, the Participant shall: (i) forfeit all Awards to the extent then held by the Participant; and (ii) to the extent demanded by
the Committee in its sole discretion, (A) return to the Company or the Subsidiary all Shares that the Participant has not disposed of that had been acquired, pursuant to Awards within 2 years prior to the Participant’s date of termination
in exchange for payment by the Company or the Subsidiary of any amount actually paid therefor by the Participant; and (B) with respect to any Shares acquired pursuant to an Award within 2 years prior to the Participant’s date of
termination that were disposed of, pay to the Company or the Subsidiary, in cash, the excess, if any, of: (x) the Fair Market Value of the Shares on the date acquired, over (y) any amount actually paid by the Participant for the Shares.


  
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 (b) Compensation Recovery Policy. Any Award granted to a Participant or amounts paid
thereunder shall be subject to forfeiture or repayment pursuant to the terms of any applicable compensation recovery policy adopted by the Company, including any such policy that may be adopted to comply with the Dodd-Frank Wall Street Reform and
Consumer Protection Act or any rules or regulations issued by the Securities and Exchange Commission rule or applicable securities exchange. 

(c) Set-Off and Other Remedies. To the extent that amounts are not immediately returned or paid to the Company as provided in this
Section 19, the Company may, to the extent permitted by Applicable Laws, seek other remedies, including a set off of the amounts so payable to it against any amounts that may be owing from time to time by the Company or a Subsidiary to the
Participant for any reason, including, without limitation, wages, or vacation pay or other benefits; provided, however, that, except to the extent permitted by Treasury Regulation Section 1.409A-3(j)(4), such offset shall not apply to amounts
that are “deferred compensation” within the meaning of Section 409A of the Code. 
  

	 	20.	 Change in Control. 



(a) Committee Discretion Regarding Assumption of Awards. The Committee may, in its sole discretion and without the consent of
Participants, either by the terms of the Award Agreement applicable to any Award or by resolution adopted prior to the occurrence of a Change in Control, determine whether and to what extent outstanding Awards under the Plan shall be assumed,
converted or replaced by the resulting entity in connection with the Change in Control (or, if the Company is the resulting entity, whether such Awards shall be continued by the Company), in each case subject to equitable adjustments in accordance
with Section 15 of the Plan. 
 (b) Treatment of Awards that are Assumed. To the extent outstanding Awards granted under the
Plan are assumed, converted or replaced by the resulting entity in the event of a Change in Control (or, if the Company is the resulting entity, to the extent such Awards are continued by the Company) as provided in Section 20(a) of the Plan,
then, except as otherwise provided in the applicable Award Agreement or in another written agreement with the Participant, or in a Company severance plan applicable to the Participant: 

(i) Any such outstanding Awards that are subject to Performance Objectives shall be converted to service-based Awards by the resulting entity
(A) as if “target” performance had been achieved, if the Change in Control occurs before the end of the applicable performance period, or (B) based on actual performance for the completed performance period, as determined by the
Committee, if the Change in Control occurs after the end of the applicable performance period; and in either case, such converted Awards shall continue to vest and become exercisable (as applicable) based on the Participant’s continued
employment during the remaining vesting period; 
 (ii) All other such outstanding Awards shall continue to vest and become exercisable (as
applicable) based on the Participant’s continued employment during the remaining vesting period, if any; and 

  
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 (iii) Notwithstanding the foregoing, if the Participant’s employment is terminated
during the twenty four (24) months following the Change in Control (A) by the Company without Cause, (B) on account of the Participant’s death or disability (as defined in the Teradata Long-Term Disability Plan or another
long-term disability plan sponsored by the Company), or (C) by the Participant for “Good Reason”, if such Participant participates in the Teradata Change in Control Severance Plan, a Teradata Severance Policy or a similar arrangement
that defines “Good Reason” in the context of a resignation following a Change in Control (or similar transaction), all such outstanding Awards shall become vested and exercisable (as applicable) in full, effective as of the date of such
termination, and any such Awards that are Stock Options or Stock Appreciation Rights shall remain exercisable until the earlier of (x) the first anniversary of such termination of employment, and (y) the expiration of the term of such
Stock Option or Stock Appreciation Right. 
 (c) Treatment of Awards that are not Assumed. To the extent outstanding Awards granted
under the Plan are not assumed, converted or replaced by the resulting entity in connection with a Change in Control (or, if the Company is the resulting entity, to the extent such Awards are not continued by the Company) in accordance with
Section 20(a) of the Plan, then, except as otherwise provided in the applicable Award Agreement or in another written agreement with the Participant, or in a Company severance plan applicable to the Participant, then, effective immediately
prior to the Change in Control: 
 (i) All service-based and performance-based vesting restrictions with respect to all such outstanding
Awards shall lapse, with any applicable Performance Objectives deemed to be satisfied (A) as if “target” performance had been achieved, if the Change in Control occurs before the end of the applicable performance period, or
(B) based on actual performance for the completed performance period, as determined by the Committee, if the Change in Control occurs after the end of the applicable performance period; and all such Awards shall become fully vested and
exercisable (as applicable), effective as of the date of such Change in Control; and 
 (iii) Subject to Section 20(d), all such
outstanding Awards that are Stock Options or Stock Appreciation Rights shall remain exercisable until the earlier of (A) the first anniversary of such termination of employment, and (B) the expiration of the term of such Stock Option or
Stock Appreciation Right. 
 (d) Cancellation Right. The Committee may, in its sole discretion and without the consent of
Participants, either by the terms of the Award Agreement applicable to any Award or by resolution adopted prior to the occurrence of the Change in Control, provide that any outstanding Award (or a portion thereof) shall, upon the occurrence of such
Change in Control, be cancelled in exchange for a payment in cash or other property (including shares of the resulting entity in connection with a Change in Control) in an amount equal to the excess, if any, of the Fair Market Value of the Shares
subject to the Award, over any exercise price related to the Award, which amount may be zero if the Fair Market Value of a Share on the date of the Change in Control does not exceed the exercise price per Share of the applicable Awards. 

  
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	 	21.	 Amendment, Modification and Termination. 



(a) In General. The Board (via action by a majority of the “independent directors” within the meaning of applicable rules of
any securities exchange upon which Shares are listed) may at any time and from time to time, alter, amend, suspend or terminate the Plan in whole or in part. The Plan is intended to permit the Company to grant Awards to eligible Employees solely
pursuant to the “inducement award” exemption under Rule 303A.08 of the NYSE Listed Company Manual, and the Plan shall be interpreted and administered in accordance with such intent. It is expressly intended that stockholder approval of the
Plan is not required. 
 (b) Adjustments to Outstanding Awards. The Committee may in its sole discretion at any time (i) provide
that all or a portion of a Participant’s Stock Options, Stock Appreciation Rights and other Awards in the nature of rights that may be exercised shall become fully or partially exercisable; (ii) provide that all or a part of the time-based
vesting restrictions on all or a portion of the outstanding Awards shall lapse, and/or that any Performance Objectives or other performance-based criteria with respect to any Awards shall be deemed to be wholly or partially satisfied; or
(iii) waive any other limitation or requirement under any such Award, in each case, as of such date as the Committee may, in its sole discretion, declare. Additionally, the Committee shall not make any adjustment pursuant to this
Section 21(b) that would (x) cause any Award to fail to qualify for the “inducement award” exemption under Rule 303A.08 of the NYSE Listed Company Manual, or (y) cause an Award that is otherwise exempt from Section 409A
of the Code to become subject to Section 409A of the Code, or that would cause an Award that is subject to Section 409A of the Code to fail to satisfy the requirements of Section 409A of the Code. 

(c) Prohibition on Repricing. Except for adjustments made pursuant to Sections 15 or 20, the Committee will not, without the approval
of the stockholders of the Company, authorize the amendment of any outstanding Stock Option or Stock Appreciation Right to reduce the exercise price. No Stock Option or Stock Appreciation Right will be cancelled and replaced with an Award having a
lower exercise price, or for another Award, or for cash without approval of the stockholders of the Company, except as provided in Sections 15 or 20. Furthermore, no Stock Option or Stock Appreciation Right will provide for the payment, at the time
of exercise, of a cash bonus or grant or sale of another Award without approval of the stockholders of the Company. This Section 21(c) is intended to prohibit the repricing of “underwater” Stock Options or Stock Appreciation Rights
without stockholder approval and will not be construed to prohibit the adjustments provided for in Sections 15 or 20. 
 (d) Effect on
Outstanding Awards. Notwithstanding any other provision of the Plan to the contrary (other than Sections 15, 20, 21(b) and 23(e)), no termination, amendment, suspension, or modification of the Plan or an Award Agreement shall adversely affect in
any material way any Award previously granted under the Plan, without the written consent of the Participant holding such Award. 

22.         Applicable Laws. The obligations of the Company with respect to Awards under the
Plan shall be subject to all Applicable Laws and such approvals by any governmental agencies as the Committee determines may be required. The Plan and each Award Agreement shall be governed by the laws of the State of Delaware, excluding any
conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction. 

  
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	 	23.	 Miscellaneous. 



(a) Stock Ownership Guidelines. By accepting any benefit under the Plan, each Participant thereby agrees to comply with the terms and
conditions of the Company’s Executive Stock Ownership Guidelines and/or other similar policies, including the retention ratios contained therein, each as in effect from time to time and to the extent applicable to the Participant. 

(b) Deferral of Awards. Except with respect to Stock Options, Stock Appreciation Rights and Restricted Shares, the Committee may permit
Participants to elect to defer the issuance or delivery of Shares or the settlement of Awards in cash under the Plan pursuant to such rules, procedures or programs as it may establish for purposes of the Plan. The Committee also may provide that
deferred issuances and settlements include the payment or crediting of dividend equivalents or interest on the deferral amounts. All elections and deferrals permitted under this provision shall comply with Section 409A of the Code, including
setting forth the time and manner of the election (including a compliant time and form of payment), the date on which the election is irrevocable, and whether the election can be changed until the date it is irrevocable. 

(c) No Right of Continued Employment. The Plan shall not confer upon any Participant any right with respect to continuance of
employment with the Company or any Subsidiary, nor shall it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate such Participant’s employment at any time. No Employee shall have the right to be
selected to receive an Award under the Plan, or, having been so selected, to be selected to receive future Awards. 
 (d) Unfunded,
Unsecured Plan. Neither a Participant nor any other person shall, by reason of participation in the Plan, acquire any right or title to any assets, funds or property of the Company or any Subsidiary, including without limitation, any specific
funds, assets or other property which the Company or any Subsidiary may set aside in anticipation of any liability under the Plan. A Participant shall have only a contractual right to an Award or the amounts, if any, payable under the Plan,
unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any person. 

(e) Severability. If any provision of the Plan is or becomes invalid, illegal or unenforceable in any jurisdiction, or would disqualify
the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended or limited in scope to conform to Applicable Laws or, in the discretion of the Committee, it shall be stricken and the
remainder of the Plan shall remain in full force and effect. 
 (f) Acceptance of Plan. By accepting any benefit under the Plan, each
Participant and each person claiming under or through any such Participant shall be conclusively deemed to have indicated their acceptance and ratification of, and consent to, all of the terms and conditions of the Plan and any action taken under
the Plan by the Committee, the Board or the Company, in any case in accordance with the terms and conditions of the Plan. 

  
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 (g) Successors. All obligations of the Company under the Plan and with respect to
Awards shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or other event, or a sale or disposition of all or substantially all of the
business and/or assets of the Company and references to the “Company” herein and in any Award Agreements shall be deemed to refer to such successors. 

[END OF DOCUMENT] 

  
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