Letter Agreement with Keith Taylor dated February 28, 2006



 Exhibit 10.2 
 

 
 February 27, 2006 
 Keith Taylor 
 Financial Solutions Division 
 NCR Corporation 
 Dear Keith: 
 We appreciate
your years of service to the company. Since you first joined NCR in 1985, you have made significant contributions to our success in many different roles, playing a key role most recently as NCR’s Senior Vice President of the Financial Solutions
Division. All of your colleagues wish you the best in your retirement from the company. As you now prepare to retire, I am writing to describe your retirement benefits and the respective rights and obligations of you and NCR. 
 In order to facilitate an effective transition, you have agreed to continue your NCR employment until March 31, 2006. Your retirement date will be
April 1, 2006. Your last day as Senior Vice President, Financial Solutions Division, will be February 28, 2006. Effective March 1, 2006, you will no longer be considered an executive officer of the company. Through March 31,
2006, NCR will pay your annual base salary in the usual manner. 
 In addition to assisting with the transition during the month of March,
you have agreed to continue to assist with the transition as a consultant, from your retirement date until June 30, 2006, for a monthly fee of $14,790. In addition, NCR will reimburse your reasonable business expenses during this time. You may
continue use of your NCR business-related items such as cell phone, laptop, LAN access and NCR e-mail account during this time as well. Either you or NCR may terminate the consulting arrangement at any time on thirty days written notice. 

Your outstanding stock options will vest in full on your retirement date, and you will have the remainder of their terms to exercise. After your
retirement date, while you will not be subject to the NCR black-out period, you should not trade in NCR stock if you have actual material inside information. In addition, in light of the nature of your services as a consultant, until NCR announces
its 2006 second quarter results you should check with the NCR Law Department prior to initiating any trade in NCR stock. Your unvested restricted stock awards will be forfeited as of your retirement date. 







 Keith Taylor 
 February 27, 2006 
 Page 2 of 4 
 Your participation in the 2006 NCR Management Incentive Plan for Executive Officers (the
“MIP”) will terminate effective on your retirement date. NCR will pay to you an amount equal to the award you would be entitled to under the MIP, pro-rated for that period of 2006 prior to your retirement date, based on the company’s
achievement of specific performance objectives as approved by the Board in February of this year. This amount will be paid in a lump sum payment at the same time as awards are paid to executive officers under the 2006 MIP. You will not be entitled
to any other awards under the 2006 MIP or any other current or future annual incentive plans, such as the 2006 25% “stretch bonus” and the 10% opportunity related to the achievement of certain diversity metrics. 
 Effective on the first day of the month following your retirement date, you may begin receiving retirement benefits under the NCR Pension Plan and The
Retirement Plan for Officers of NCR (SERP 2). You can start your pension benefits immediately with a reduction for early commencement, or choose a later commencement date. If you commence at age 62, no reduction will apply. You can receive your cash
balance benefit from the NCR Pension Plan or withdraw your accounts from the NCR Savings Plan at any time after your retirement date. 
 You
will be paid for any accrued and unused 2006 vacation in your final employee paycheck. Your welfare benefits, including health care, dental coverage, life and AD&D insurance, Employee Stock Purchase Plan participation, and flexible spending
accounts will terminate as of your termination date. Your life insurance can be converted during the 31 days following your termination date (March 31, 2006). Contact the NCR Benefits Center at 1-800-245-9035 for information about your benefits.

 You are reminded that you have a legal obligation to keep all Proprietary NCR Information confidential and not to disclose it to any third
party in the future, subject to any obligation to comply with legal process. As used in this letter, the term “Proprietary NCR Information” includes, but is not necessarily limited to, confidential, technical, marketing, business,
financial or other confidential information not publicly available. 
 NCR will indemnify you for your service in your capacity as an officer
of the company to the full extent required by the laws of the State of Maryland, as provided in NCR’s bylaws. NCR releases you from any and all claims, actions, and causes of action with respect to, or arising out of, your employment or
termination of employment with NCR, occurring up to, and including, the date of your retirement, unless it is established that you failed to meet the standard of conduct required for indemnification as set forth in NCR’s bylaws. 







 Keith Taylor 
 February 27, 2006 
 Page 3 of 4 
 You agree that you will provide full assistance, as deemed necessary by NCR, in any legal
proceedings involving NCR (whether NCR is a party or a witness) in which NCR’s General Counsel or his designee reasonably believes your assistance and/or testimony is needed, and you agree to travel at NCR’s expense for any such purposes.
Your time expended on such purposes, however, will not be compensated. This includes without limitation proceedings currently pending, and any that may be filed in the future, and extends both to testimony in trials or arbitrations, and to pre-trial
assistance to NCR’s counsel (e.g., meetings, interviews and the like). 
 You are reminded that, by accepting your stock option and
restricted stock agreements, you agreed to certain non-competition and non-solicitation provisions that remain in effect for 18 months after your retirement. If you are considering opportunities for employment during the 18 months following your
retirement from NCR, I recommend that you consult with me to determine if the non-competition clauses might be violated. 
 If you have
questions about your compensation, please contact Genell Anderson Bartel at (937) 445-6726. Questions about NCR benefits can be directed to Michael Kriner at (937) 445-4051, and questions about your SERP pension and stock options can be
directed to John Campanella at (937) 445-4510. 
 Keith, your contributions to this company are greatly appreciated. I hope your
retirement affords you every opportunity for new endeavors and enjoyment. 
 Once you have reviewed and accepted the terms outlined in this
letter, please provide your signature below. 







 Keith Taylor 
 February 27, 2006 
 Page 4 of 4 
 Thank you again for your outstanding contributions to NCR, and I wish you much success in your
retirement. 
  

	Kind	regards, 

  

	
	 /s/ Chris Wallace

	Chris Wallace
	Senior Vice President, Human Resources
	

  

					
		 	Accepted:	 	
			
		 	By:	 	 /s/ Keith Taylor

		 	Name:	 	Keith Taylor
		 	Dated:	 	2/28/2006