EX-10.2



 Exhibit 10.2 

Teradata 2012 Stock Incentive Plan 

Director Restricted Share Unit Grant Statement 

You have been awarded a number of restricted share units (the “Share Units”) under the Teradata 2012 Stock Incentive Plan (the “Plan”),
subject to the terms and conditions of this Director Restricted Share Unit Grant Statement (this “Statement”), the Plan and the Teradata Corporation Director Compensation Program (the “Program”). Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to such terms in the Plan. 
 1. The Share Units will vest during the one-year period beginning on
the date upon which the Share Units were granted (the “Date of Grant”), in equal quarterly installments (subject to mathematical rounding performed by the third party Plan administrator) commencing three (3) months after the Date of
Grant, provided you continue to serve as a Director of Teradata Corporation (“Teradata”) until each vesting date. Notwithstanding the foregoing, if the Date of Grant of your Share Units is the date of an Annual Meeting of Stockholders,
then, the fourth quarterly vesting will occur only if you continue to serve as a Director until the earlier of (a) the first Annual Meeting of Stockholders following the Date of Grant and (b) the first (1st) anniversary of the Date of Grant. 
 2. Any unvested Share Units will become fully vested if, prior
to the one-year anniversary of the Date of Grant, you die while serving as a Director of Teradata or a Change in Control occurs, provided that you served as a Director immediately prior to the Change in Control. 

3. Except as otherwise provided pursuant to a deferral election in effect under Article IV of the Program, when vested, the Share Units will be paid to you in
shares of Teradata common stock within thirty (30) days after the vesting date, such that one (1) Share Unit equals one (1) share of Teradata common stock (“Share”). 

4. The Share Units will be cancelled if the Committee on Directors and Governance of the Teradata Board of Directors (the “Committee”) determines
that you engaged in misconduct in connection with your appointment as a Director of Teradata or if your service as a Director is terminated for Cause. Further, if your service as a Director is terminated for Cause, then, to the extent demanded by
the Committee in its sole discretion, you shall (a) return to Teradata all Shares that you have not disposed of that have been acquired pursuant to this Statement within two (2) years prior to your date of termination, and (b) with
respect to any Shares acquired pursuant to this Statement within two (2) years prior to your date of termination that you have disposed of, pay to Teradata in cash the Fair Market Value of such Shares on the date acquired. 

5. Any cash dividends declared before your vesting dates on the Shares underlying the Share Units shall be converted to additional Share Units subject to the
terms of this Statement, based on the Fair Market Value (as defined in the Plan) of Teradata common stock on the date the dividend is declared. 
 6. You
may designate one or more beneficiaries to receive all or part of any Shares to be distributed in case of your death, and you may change or revoke such designation at any time. In the event of your death, any Shares distributable hereunder that are
subject to such a designation 







 
will be distributed to such beneficiary or beneficiaries in accordance with this Statement. Any other Shares will be distributable to your estate. If there shall be any question as to the legal
right of any beneficiary to receive a distribution hereunder, the Shares in question may be transferred to your estate, in which event Teradata will have no further liability to anyone with respect to such Shares. 

7. The terms of this award of Share Units as evidenced by this Statement may be amended by the Teradata Board of Directors, the Committee or the Compensation
and Human Resource Committee, provided that no such amendment shall impair your rights hereunder without your consent. 
 8. The Share Units and the number
and kind of Shares covered by this Statement shall be subject to adjustment as provided in Section 15 of the Plan. 
 9. In the event of a conflict
between the terms and conditions of this Statement and the terms and conditions of the Plan, the terms and conditions of the Plan shall prevail. 
 10. The
Share Units may not be sold, transferred, pledged, assigned or otherwise alienated, except by beneficiary designation, will or by the laws of descent and distribution upon your death. 

11. You shall not possess any incidents of ownership (including, without limitation, dividend and voting rights) in the Shares underlying the Share Units
until such Shares have been delivered to you in accordance with Section 3 of this Statement. The obligations of Teradata under this Statement will be merely that of an unfunded and unsecured promise of Teradata to deliver Shares in the future
following vesting of the Share Units, and your rights will be no greater than those of an unsecured general creditor. No assets of Teradata will be held or set aside as security for the obligations of Teradata under this Statement. 

12. Nothing contained in this Statement shall confer upon you any right with respect to continuance of service by Teradata, nor limit or affect in any manner
the right of Teradata to terminate your service or adjust your compensation. 
 13. By accepting any benefit under this Statement, you and each person
claiming under or through you shall be conclusively deemed to have indicated their acceptance and ratification of, and consent to, all of the terms and conditions of this Statement and the Plan and any action taken under this Statement or the Plan
by the Committee, the Board of Directors or Teradata, in any case in accordance with the terms and conditions of this Statement. 
 14. Teradata may, in its
sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line
or electronic system established and maintained by Teradata or a third party designated by Teradata. 

  
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