Letter Agreement with Robert Fishman dated March 17, 2010



 Exhibit 10.7 

 

 

 PERSONAL AND CONFIDENTIAL 

March 17, 2010 
 Mr. Bob Fishman

 NCR Corporation 
 Dear Bob:

 I am pleased to present you with an offer of promotion to Senior Vice President and Chief Financial Officer, effective March 14, 2010
(your “Appointment Date”). The appointment and the following terms are subject to your acceptance of this offer. 
  

			
	POSITION:	  	Senior Vice President and Chief Financial Officer
		
	REPORTS TO:	  	Bill Nuti, Chief Executive Officer
		
	APPOINTMENT DATE:	  	March 14, 2010
		
	BASE SALARY:	  	Your annual base salary will be US$400,000 per year, commencing as of your Appointment Date. You will be paid on a bi-weekly pay schedule, one week in arrears.
		
	MANAGEMENT INCENTIVE PLAN FOR EXECUTIVE OFFICERS:	  	You will be eligible to participate in NCR’s Management Incentive Plan (“MIP”) for the full 2010 calendar year, which provides year-end incentive awards based on
the success of NCR in meeting annual performance objectives. You will be eligible for a target incentive award of 100% of your base salary, with a maximum potential payout of 200% of your base salary. You will also be eligible for an additional
award of 10% of your base salary based on the achievement of customer success objectives. Each of these award opportunities will be based upon performance objectives established by the Compensation and Human Resource Committee of the NCR Board of
Directors (the “Committee”), and are subject to the Committee’s discretion.
		
	EQUITY AWARD:	  	Subject to your acceptance of this offer, you will receive a promotional equity grant with a total value of US$600,000, to be delivered in Performance-Based Restricted Stock
Units, 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 Appointment Date.
		
	CHANGE IN CONTROL:	  	You will continue to be eligible to participate in NCR’s current Change in Control Severance Plan for Executive Officers in a Tier II position.









 Bob Fishman 

March 17, 2010 
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		  	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. This plan is subject to amendment or termination by NCR in accordance with the terms of the plan.
		
	EXECUTIVE MEDICAL/ FINANCIAL PROGRAMS:	  	Beginning in 2010, 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 US$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 US$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.


Your future 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. 
 Additional information on the offer components is included in Appendix A and Appendix B,
which are incorporated by reference into this letter. 
 This letter reflects the entire agreement regarding the terms and conditions of your
employment. This letter, together with the terms and conditions of any equity grant agreements you have previously accepted, supersedes and completely replaces any prior oral or written communication on this subject and your equity awards. 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. 
 Bob, I am excited about the contributions, experience and knowledge you have brought to NCR and will continue to bring
to NCR in the future. We have assembled some of the best professionals in the industry and are convinced that your expertise will help us further enhance the Company’s reputation. Please indicate your acceptance of this offer, including the
terms and conditions in Appendices A and B, by signing below and returning to Andrea Ledford. 
 Sincerely, 

William R. Nuti 
 Chairman of the Board,

 Chief Executive Officer and President 
  

							
	 /s/ Robert Fishman
	 		  	 3/17/2010
	  	
	Agreed and Accepted	 		  	Date	  	









 Bob Fishman 

March 17, 2010 
  Page
 3
 
  

 Robert Fishman 







 APPENDIX A 

Incentive Plan Awards (MIP, RfR, SCP, Equity, etc.) – All NCR incentive plans are designed to address the conditions of an
ever-changing marketplace, and the company can not make definitive representations concerning the continuation of format or the size of individual awards under the plans. NCR reserves the right to modify or cancel, to the extent permissible under
local laws and regulations, each such plan and its terms at any time, at NCR’s sole discretion. 
 Annual Performance
Assessment – Your annual performance and compensation, including any future equity awards, will be assessed and determined in Q1 of each year. 

Promotional Equity Award – 
  

	 	•	 	 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 $600,000 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 Units are subject to a performance term to be determined by the Committee
within the first 90 days of 2010. The Units may also be subject to an additional time-based vesting term commencing the day after the end of the performance term, as determined by the Committee. The number of shares payable upon the vesting of the
Units is based on NCR’s performance over the performance term, as determined through the achievement of NCR’s non-pension operating income (NPOI), or such other term(s) or measure(s) as may be established by the Committee. Based on actual
company performance and upon certification by the Committee of such performance, you can earn the targeted number of shares (100%). The Units will vest after the end of any and all performance and additional vesting terms, and after certification of
the Committee, provided you are still employed by NCR at that time. The Units will also be subject to standard 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. 
 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,
which remains in effect until an updated list is approved, 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 the city where you work or have worked for
NCR if you reported into an NCR facility; or if you worked out of your residence, the capital city or the nearest major city in the state in which you reside. 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, without regard to its conflicts of laws principles. 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 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. 







 APPENIX B 

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. This list shall remain in effect until an updated list is approved. 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. 
  

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