Letter Agreement with Peter Leav dated December 28, 2008



 Exhibit 10.9 

 

 

  
  

			
		  	1700 South Patterson Boulevard
 Dayton, Ohio
45479


 PERSONAL AND
CONFIDENTIAL             
 December 28, 2008

 Peter Leav 
 [address omitted]

 Dear Peter: 
 I am delighted to
extend to you an offer of employment with NCR Corporation (“NCR”) as Senior Vice President, Worldwide Sales. This offer is contingent upon the approval of NCR’s Board of Directors (the “Board”). The Board will confirm the
effective date of your appointment (your “Start Date”), which is anticipated to be January 26, 2009. Subject to the approval of the Board, you will be a Section 16 Officer of NCR. This position will be based in New York City and
will report directly to me and be a member of the NCR leadership team. Other details of the offer are as set forth below. 
 Annual
Base Salary – Your annual base salary will be $450,000 US Dollars per year, commencing as of your Start Date. You will be paid on a bi-weekly pay schedule, one week in arrears. 

Management Incentive Plan for Executive Officers – Commencing as of your Start Date, you will be eligible to participate in
NCR’s Management Incentive Plan (“MIP”), which provides year-end incentive awards based on the success of NCR and each individual executive in meeting annual performance objectives. You will be eligible for a target incentive award of
75% of your base salary, with a maximum potential payout of 187.5% of your base salary. You will also be eligible for an additional target incentive award of 10% of your base salary based upon the company’s achievement of customer success
metrics. For 2009, which has a payout in March 2010, your award will be pro-rated for the period of time during which you are employed with NCR in 2009. Each of these award opportunities will be based upon the Management Incentive Objectives
established by the Compensation and Human Resource Committee of the Board (the “Committee”), and is subject to the Committee’s discretion. 

Your annual performance and compensation, including any future equity awards, will be assessed and determined each year by the Committee, and are subject
to approval by the NCR Board of Directors. 
 Hiring Equity Award – Subject to your acceptance of this offer and
subject to the approval of the Committee, you will receive a new hire equity grant with a total value of $2,000,000 US Dollars, to be delivered 50% in Performance-Based Restricted Stock Units and 50% in Stock Options as described below. The
effective date of the grant (“Equity Effective Date”) will be determined per standard Company practice, but in no event shall this date be prior to your Start Date. 








	 	•	 	 Performance-Based Restricted Stock Units: On the Equity Effective Date, NCR will grant you Performance-Based Restricted Stock Units (the
“Units”) (each of which represents a single share of NCR common stock) with a value of $1,000,000 US Dollars. The actual number of Units will be determined by taking the value of the award and dividing it by the average closing price of
NCR stock during the twenty (20) trading days immediately prior to but not including the Equity Effective Date. The result shall be rounded to the nearest whole unit. The number of shares payable upon the vesting of the Units is based on
NCR’s performance over a three-year term, commencing January 1, 2009, as determined through the achievement of NCR’s return on capital and cumulative net operating profit goals, or such other term(s) or measure(s) as may be
established by the Committee. You can earn fewer or greater than the targeted number of shares at the end of the term and upon certification by the Committee, provided you are still employed by NCR at that time. The Units will be subject to the
terms and conditions determined by the Committee. 


  

	 	•	 	 Stock Options: On the Equity Effective Date, NCR will grant you nonqualified options to purchase shares of NCR common stock (the
“Options”), which Options shall have a value of $1,000,000 US Dollars. The actual number of Options will be determined by taking the value of the option award and dividing it by the average closing price of NCR stock during the twenty
(20) trading days immediately prior to but not including the Equity Effective Date, and then dividing the result by the Black-Scholes value for the calendar year in which the Equity Effective Date occurs, as established by the NCR
Controller’s Group. The result shall be rounded to the nearest whole share. The exercise price of each option will be equal to the Fair Market Value (as defined in the NCR Corporation 2006 Stock Incentive Plan, as amended) of one such share on
the Equity Effective Date. The Options will vest in 25% increments on each of the first four anniversaries of the Equity Effective Date, subject to your continued employment with the Company on each such anniversary date, and will expire upon the
tenth anniversary of the Equity Effective Date. The Options will be subject to the terms and conditions determined by the Committee. 



Your equity awards will be issued under the terms of NCR’s Stock Incentive Plan, which is administered by Fidelity
Investments®. The specific terms and conditions relating to the awards will be outlined in the award agreements
contained on Fidelity’s website. Within several weeks of your Equity Effective Date, your grant should be loaded to Fidelity’s system. You can access your grant at www.netbenefits.fidelity.com. Please review the grant information
carefully, including the grant agreement, and indicate your acceptance by clicking on the appropriate button. If you have questions about your shares, call the Fidelity Stock Plan Services Line at 1-800-544-9354. For questions that Fidelity is
unable to answer, contact NCR by e-mail at global.compensation@ncr.com. 
 Vacation – In recognition of your
role and prior experience, you will be eligible for four (4) weeks of paid vacation annually, in addition to the floating holidays provided to NCR employees in the U.S. 

Relocation Benefits – You will be expected to relocate to the New York City area within six (6) months of your Start Date.
To assist you in this move, and subject to signing a repayment agreement, you will be eligible for certain relocation benefits under NCR’s Executive Relocation 







 
Policy (Plan F), which include a lump sum cash relocation allowance (subject to applicable taxes and withholding obligations), home sale and home purchase assistance, temporary housing, and
shipment of household goods. If you should terminate voluntarily from NCR within twelve (12) months of the commencement of your relocation benefits, you will be required to reimburse NCR in full for the amounts disbursed as relocation benefits.

 Executive Medical Exam and Financial Planning Programs – Beginning in 2009, and subject to NCR’s continuation
of the programs, you will be eligible to participate in the Executive Medical Exam Program and the Executive Financial Planning Program. The Executive Medical Exam Program currently provides up to $5,000 on an annual basis for progressive,
diagnostic analysis by NCR’s provider of choice. The Executive Financial Planning Program currently provides an annual payment of $12,000, less all applicable taxes, to be used for an executive’s individual financial planning needs. Each
of these programs is subject to amendment or termination by NCR. 
 Change in Control – Subject to the approval
of the Committee, you will be eligible to participate in NCR’s current Change in Control Severance Plan for Executive Officers in a Tier II position. Subject to the terms and conditions of that plan, in the event of a qualified termination of
employment following a Change-In-Control (as defined in the plan), you will receive a severance benefit of two times your base salary and bonus. Please note, the participation and tiers under this plan are scheduled to be reviewed by the Committee
in early 2009 and are subject to change. In addition, this plan is subject to amendment or termination by NCR in accordance with the terms of the plan. 

Other Benefits – You will be eligible to participate in other current executive benefits that are available to Section 16
officers and as otherwise determined by the Committee from time to time. In addition, on your Start Date, you will automatically receive core benefit coverage for yourself, including: health care coverage, dental care coverage, short-term and
long-term disability coverage, life insurance coverage, and accidental death and dismemberment insurance coverage. You will then have the opportunity to design your own personalized benefit elections through the company’s flexible benefits
program. Upon receipt of your signed offer letter and employment documentation, NCR will establish your payroll record which notifies the NCR Benefits Service Center to send a Benefits New Hire Package to your home address. You will have thirty
(30) days from the date your benefits package is mailed to make your benefit elections. You also have this same thirty (30) day period to enroll eligible dependents, whose coverage will be made retroactive to your Start Date. Open
enrollment is conducted in the Fall of each calendar year. At that time, you will have an opportunity to make benefits elections for the following year. 

Additionally, you will be eligible to participate in the NCR Savings Plan (401(k)) and the NCR Employee Stock Purchase Plan. Information about each
program will be provided in the Benefits New Hire Package. 
 Severance – In the event of a company-initiated
termination of your employment other than for “Cause” (defined as willful and continued failure to perform substantially the duties required or willful engagement in illegal conduct or gross misconduct) within the first two years of your








 
employment, you will receive a cash severance payment equal to 6 months of your base salary, payable in a lump sum, provided that you execute a release of claims acceptable to NCR. 

Non-Competition – By accepting this offer of employment, you agree that during your employment with NCR and for a twelve
(12) month period after termination of your NCR employment (or if applicable law mandates a maximum time that is shorter than twelve (12) months, then for a period of time equal to that shorter maximum period), regardless of the reason for
termination, you will not yourself or through others, without the prior written consent of the Chief Executive Officer of NCR: (a) render services directly or indirectly to, or become employed by, any “Competing Organization” (as
defined in this paragraph) to the extent such services or employment involves the development, manufacture, marketing, advertising, sale or servicing of any product, process, system or service which is the same or similar to, or competes with, a
product, process, system or service manufactured, sold, serviced or otherwise provided by NCR, its subsidiaries or affiliates, to its customers and upon which you worked or in which you participated during the last two (2) years of your NCR
employment; (b) directly or indirectly recruit, hire, solicit or induce, or attempt to induce, any exempt employee of NCR, its subsidiaries or affiliates, to terminate his or her employment with NCR, its subsidiaries or affiliates or otherwise
cease his or her relationship with NCR, its subsidiaries or affiliates; or (c) solicit the business of any firm or company with which you worked during the preceding two (2) years while employed by NCR, including customers of NCR, its
subsidiaries or affiliates. For purposes of this letter, “Competing Organization” means any organization identified as a Competing Organization by the Chief Executive Officer of NCR for the year in which your employment with NCR
terminates, and any other person or organization which is engaged in or about to become engaged in research on or development, production, marketing, leasing, selling or servicing of a product, process, system or service which is the same as or
similar to or competes with a product, process, system or service manufactured, sold, serviced or otherwise provided by NCR to its customers. The list of Competing Organizations identified by the Chief Executive Officer for 2009 is set forth in
Attachment A to this letter. 
 Confidentiality and Non-Disclosure – You agree that during the term of your employment
with NCR and thereafter, you will not, except as you deem necessary in good faith to perform your duties hereunder for the benefit of NCR or as required by applicable law, disclose to others or use, whether directly or indirectly, any
“Confidential Information” regarding NCR. “Confidential Information” shall mean information about NCR, its subsidiaries and affiliates, and their respective clients and customers that is not available to the general public or
generally known in the industry and that was learned by you in the course of your employment by NCR, including (without limitation) (i) any proprietary knowledge, trade secrets, ideas, processes, formulas, sequences, developments, designs,
assays and techniques, data, formulae, and client and customer lists and all papers, resumes, records (including computer records); (ii) information regarding plans for research, development, new products, marketing and selling, business plans,
budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; (iii) information regarding the skills and compensation of other employees of NCR, its subsidiaries and affiliates; and (iv) the documents
containing such Confidential Information; provided, however, that any provision in any grant or agreement that limits disclosure shall not apply to the extent such information is publicly filed with the Securities and Exchange Commission. You
acknowledge that such Confidential Information is specialized, unique in nature and of great value to NCR, and that such information gives NCR a competitive advantage. 







 
Upon the termination of your employment for any reason whatsoever, you shall promptly deliver to NCR all documents, slides, computer tapes, drives, storage devices, disks and other media (and all
copies thereof) containing any Confidential Information. You will also ensure that after termination of your employment you retain no Confidential Information in computers or devices belonging to you, and will advise NCR if you do have Confidential
Information in such locations. 
 Breach of Restrictive Covenants – You acknowledge and agree that the time, territory
and scope of the post-employment restrictive covenants in this letter (the non-competition, non-solicitation, non-hire, confidentiality and non-disclosure covenants are hereby collectively referred to as the “Restrictive Covenants”) are
reasonable and necessary for the protection of NCR’s legitimate business interests, and you agree not to challenge the reasonableness of such restrictions. You further acknowledge and agree that you have had a full and fair opportunity to be
represented by counsel in this matter and to consider these restrictions prior to your execution of this letter. You further acknowledge and agree that you have received sufficient and valuable consideration in exchange for your agreement to the
Restrictive Covenants, including but not limited to your salary, equity awards and benefits as described in this letter, and all other consideration provided to you under the terms of this letter. You further acknowledge and agree that if you breach
the Restrictive Covenants, NCR will sustain irreparable injury and may not have an adequate remedy at law. As a result, you agree that in the event of your breach of any of the Restrictive Covenants, NCR may, in addition to its other remedies, bring
an action or actions for injunction, specific performance, or both, and have entered a temporary restraining order, preliminary or permanent injunction, or order compelling specific performance. 

Arbitration – Any controversy or claim arising under or related in any way to this letter or your employment with NCR
(including, but not limited to, any claim of fraud or misrepresentation, any claim regarding the termination of your employment, or any claim with regard to your participation in a Change In Control Severance Plan, if applicable), shall be resolved
by arbitration pursuant to this paragraph and the then current rules of the American Arbitration Association. If you are employed in the United States, the arbitration shall be pursuant to the NCR dispute resolution policy and the then current rules
of the American Arbitration Association, and shall be held at a neutral location, in or near a city where you work or have worked for NCR. If you are employed outside the United States, where permitted by local law, the arbitration shall be
conducted in the regional headquarters city of the business organization in which you work. The arbitration shall be held before a single arbitrator who is an attorney knowledgeable in employment law. The arbitrator’s decision and award shall
be final and binding and may be entered in any court having jurisdiction. For arbitrations held in the United States, issues of arbitrability shall be determined in accordance with the federal substantive and procedural laws relating to arbitration;
all other aspects shall be interpreted in accordance with the laws of the State of Ohio. Each party shall bear its own attorney’s fees associated with the arbitration and other costs and expenses of the arbitration shall be borne as provided by
the rules of the American Arbitration Association. If any portion of this paragraph is held to be unenforceable, it shall be severed and shall not affect either the duty to arbitrate or any other part of this paragraph. This paragraph is specific to
senior managers and executives in the company, and shall control over any language to the contrary in any applicable Company policy. 

Section 409A of the Code – While the tax treatment of the payments and benefits provided under








 
this letter is not warranted or guaranteed, it is intended that such payments and benefits shall either be exempt from, or comply with, the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”). This letter shall be construed, administered and governed in a manner that effects such intent. In particular, and without limiting the foregoing, any reimbursements or in-kind benefits
provided under this letter that are taxable benefits (and are not disability pay or death benefit plans within the meaning of Section 409A of the Code) shall be subject to the following rules: (i) any such reimbursements shall be paid no
later than the end of the calendar year next following the calendar year in which you incur the reimbursable expenses, (ii) the amount of reimbursable expenses or in-kind benefits that NCR is obligated to pay or provide during any given
calendar year shall not affect the amount of reimbursable expenses or in-kind benefits that NCR is obligated to pay or provide during any other calendar year, and (iii) your right to have NCR reimburse expenses or provide in-kind benefits may
not be liquidated or exchanged for any other benefit. 
 Notwithstanding any other provision of this letter, NCR may withhold from any amounts
payable hereunder, or any other benefits received pursuant hereto, such minimum federal, state and/or local taxes as shall be required to be withheld under any applicable law or regulation. 

This offer of employment is contingent on your agreement to the Conditions of Employment outlined in Attachment B, including the requirement of a
negative drug screen. By signing this letter, you agree to such Conditions. 
 This letter reflects the entire agreement regarding the terms and
conditions of your employment. Accordingly, it supersedes and completely replaces any prior oral or written communication on this subject. This letter is not an employment contract, and should not be construed or interpreted as containing any
guarantee of continued employment or employment for a specific term. The employment relationship at NCR is by mutual consent (employment-at-will), and the Company or you may discontinue your employment with or without cause at any time and for any
reason or no reason. You acknowledge and agree that your employment with NCR is “at will” and that you may be terminated by NCR at any time, with or without cause. 

Peter, I am excited about the contributions, experience and knowledge you can bring to NCR. I look forward to you joining my leadership team as we build
NCR’s future success. 
 Sincerely, 
  

	
	 /s/ William Nuti

	William Nuti
	Chief Executive Officer and Chairman of the Board

  

							
	 /s/ Peter Leav
	  		  	 January 5, 2009
	  	
	Agreed and Accepted	  		  	Date	  	
	Peter Leav	  		  		  	








 ATTACHMENT A 

COMPETING ORGANIZATIONS 

For purposes of non-competition provisions in NCR benefit plans that refer to “Competing Organizations” as identified by the Chief Executive
Officer each year, the companies identified in the list below are “Competing Organizations” for 2009. Please note this list is not limiting, and the term “Competing Organization” also includes any other person or organization
which is engaged in or about to become engaged in research on or development, production, marketing, leasing, selling or servicing of a product, process, system or service which is the same or similar to or competes with a product, process, system
or service manufactured, sold, serviced or otherwise provided by NCR to its customers. 
  

					
	AirInc.	  	Hyosung	  	NRT
			
	Aurillion	  	IBM	  	Radiant
			
	CoinStar/RedBox	  	IER	  	Retalix
			
	Diebold	  	KAL (Korala Associates)	  	Schades-Heipa
			
	EPIC	  	Kiosk (KIS)	  	SITA
			
	Fujitsu	  	Micros	  	Talaris
			
	Getronics	  	Nashua	  	Tolt
			
	Hewlett Packard	  	NetKey	  	Wincor








 ATTACHMENT B 

CONDITIONS OF EMPLOYMENT 

NCR requires employment candidates to successfully complete various employment documentation and processes. This offer of employment is conditioned upon
your satisfying and agreeing to the criteria which follow: drug screening test; education and employment verification; U.S. employment eligibility; NCR consent to collection of personal data; and non-competition and protection of trade secrets. You
assume any and all risks associated with terminating any prior or current employment, or making any financial or personal commitments based upon NCR’s conditional offer. 

 

	1.	Drug Screening Test: 


This offer of employment is conditioned upon your taking a urine drug screen test and our receipt of negative results from that test. By
accepting this offer and these conditions, you are giving NCR permission to release the results to NCR designated officials. 
  

	2.	Education and Employment Verification: 


This offer of employment is conditioned upon the completion of full reference checks, verification of your education and employment
history, and our satisfaction with the results. Depending on job responsibilities, some positions may require that other aspects of your background be verified, such as criminal convictions and driving record. 

 

	3.	Employment Eligibility: 


NCR can only hire employees if they are legally entitled to work and remain in the country of the job location. In the United States, NCR
abides by the Immigration and Control Act of 1986. 
  

	4.	NCR Consent to Collection of Personal Data: 


As a condition of employment you must read, understand and agree to the NCR Consent to Collection of Personal Data. The NCR
Consent to Collection of Personal Data apprises you of NCR personal data collection practices. This document will be provided to you by your Human Resource Consultant. 

 

	5.	Non-competition and Protection of Trade Secrets: 


By accepting and signing NCR’s offer of employment, you certify to NCR that you are not subject to a non-competition agreement with
any company which would preclude or restrict you from performing the NCR position being offered in this letter. We also advise you of NCR’s strong policy of respecting the intellectual property rights of other companies. You should not bring
with you to your NCR position any documents or materials designated as confidential, proprietary or trade secret by another company, nor in any other way disclose trade secret information while employed by NCR.