EX-10.5



 Exhibit 10.5 
 TERADATA CORPORATION 
 DIRECTOR COMPENSATION PROGRAM 

Amended and Restated Effective April 26, 2011 
 PREAMBLE 
 This Teradata Corporation Director Compensation Program
(“Program”) was adopted effective as of October 1, 2007 (the “Effective Date”). 
 The Program is
intended to provide competitive remuneration to individuals serving as non-employee members of the Board of Directors of Teradata Corporation, and to align their interests with the interests of the company’s stockholders. 

The Program was previously amended and restated effective as of April 28, 2008. 

Effective as of April 26, 2011, the Program is amended and restated as set forth herein. 

ARTICLE I 

Definitions 
  

	1.1	Code means the Internal Revenue Code of 1986, as amended. 

  

	1.2	Committee means the Committee on Directors and Governance of the Board of Directors of Teradata Corporation. 


 

	1.3	Common Stock means the common stock of Teradata Corporation, par value $.01 per share. 


 

	1.4	Company means Teradata Corporation, a Delaware corporation. 

  

	1.5	Deferred Stock Award means the annual retainer and/or meeting fees, if any, elected by a Participant to be deferred as set forth in ARTICLE III.


  

	1.6	Deferred Stock Grant means the initial, annual or mid-year equity grants, if any, elected by a Participant to be deferred as set forth in ARTICLE IV.


  

	1.7	Director means a member of the Board of Directors of Teradata Corporation who is not an employee of the Company. 


 

	1.8	Effective Date has the meaning set forth in the preamble of this Program. 









	1.9	Fair Market Value of a share of Common Stock as of a specified date means, unless otherwise determined by the Committee, the closing price of a share of Common
Stock on the New York Stock Exchange or such other securities exchange as may at the applicable time be the principal market for the Common Stock (the “Applicable Exchange”) on the trading date, or if shares of Common Stock were not traded
on the Applicable Exchange on the trading date, then on the immediately preceding date on which shares of Common Stock were traded, all as reported by such source as the Committee may select. If the Common Stock is not listed on a national
securities exchange, Fair Market Value shall be determined by the Committee in its good faith discretion (and, if applicable, in accordance with the requirements of Section 409A of the Code). 


 

	1.10	Participant means a Director, and any former Director entitled to payment of a benefit from the Program. 


 

	1.11	Restricted Stock means actual shares of Common Stock bearing restrictions or conditions and issued to a Director pursuant to the Stock Incentive Plan.


  

	1.12	Restricted Stock Units means awards granted pursuant to the Stock Incentive Plan that are denominated in shares of Common Stock that will be settled in an amount
in cash, shares of Common Stock, or both, as designated in a Director’s individual award statement or agreement, based upon the Fair Market Value of a specified number of shares of Common Stock. 


 

	1.13	Stock Incentive Plan means the Teradata Corporation 2007 Stock Incentive Plan, as amended and restated, or its successor. 


 

	1.14	Stock Options means awards granted pursuant to the Stock Incentive Plan of “Nonqualified Options” (as defined in the Stock Incentive Plan) to acquire
shares of Common Stock. 

  

	1.15	Year of Service means the approximately 12 month period beginning on the date of an annual stockholders’ meeting of the Company and ending on the day before
the Company’s annual stockholders’ meeting of the next following year, during which an individual serves as a Director. 

 ARTICLE II 
 Compensation 

 

	2.1	Annual Compensation. A Director will receive the compensation described in Sections 2.2 through 2.5 below, as determined by the Committee in its discretion,
based on review of competitive data. 

  

	2.2	 Annual Retainer. For each Year of Service, a Director will receive an annual retainer as determined by the Committee, which may include an
additional retainer amount for Committee Chairs. A Director may elect to receive the retainer in cash, 










	 	
in Common Stock, or as a Deferred Stock Award, as described in ARTICLE III. If no election is made, the retainer will be paid in cash. If paid in cash or Common Stock, payment of 25% of the
annual amount will be made on June 30, September 30, December 31, and March 31, provided the individual is serving as a Director on such dates. If the individual is not serving as a Director on any such date, the
remaining amount of the retainer shall be forfeited. 

  

	 	If paid in Common Stock, the number of shares of Common Stock to be paid shall be determined by dividing the cash amount of the retainer due to the Director by the Fair
Market Value of the Common Stock on the date the payment is due, rounding up to the next whole share. 

  

	2.3	Meeting Fees. The Committee may determine that Directors will receive a meeting fee for each meeting attended, and may determine that Committee Chairs will
determine whether a particular special meeting is subject to a meeting fee. Meeting fees, if any, will be paid quarterly at the same time as the retainer, for meetings attended in the immediately preceding quarter, and may be paid in cash, Common
Stock or as a Deferred Stock Award as provided in Article III. 

  

	2.4	Initial Equity Grant. On the date of first election to the Board, each Director will receive an initial equity grant in the form of Restricted Stock or
Restricted Stock Units under the Stock Incentive Plan, as determined by the Committee in its discretion. If such grant is made in the form of Restricted Stock Units, a Director may elect to defer receipt of the Common Stock payable in respect of
vested Restricted Stock Units as a Deferred Stock Grant as provided in Article IV. A Director will receive only one initial equity grant for any continuous period served as a Director. If a Director ceases to serve as a Director for a period of at
least three years and is later again elected as a Director, he or she will receive a second initial equity grant for the second period served as a Director. 


 

	2.5	 Annual Equity Grant. At each annual stockholders’ meeting of the Company, each individual then serving as a Director or newly elected as a
Director shall receive an equity grant under the Stock Incentive Plan, determined by the Committee, consisting of Restricted Stock, Restricted Stock Units and/or Stock Options. If Stock Options are granted, the exercise price for each optioned share
will be the Fair Market Value of one share of Common Stock on the grant date. Except as otherwise provided in the applicable award agreement, any Stock Options that are granted will be fully vested and exercisable on the first anniversary of the
grant date, subject to the Director’s continued service through the vesting date. Except as otherwise provided in the applicable award agreement, any Restricted Stock Units awarded will vest in four equal, quarterly installments commencing
three months after the grant date, subject to the Director’s continued service through the applicable vesting date. If Restricted Stock or Restricted Stock Units are awarded, the Committee may determine that the shares or units will be
forfeited if the Director ceases to serve as a director during a restriction period determined by the Committee. If the annual equity grant is made in the form of Restricted Stock Units, a Director may elect to defer receipt of the Common Stock
payable in respect 










	 	
of vested Restricted Stock Units as a Deferred Stock Grant as provided in ARTICLE IV. 

  

	2.6	Mid-Year Equity Grants. The Committee in its discretion may grant Stock Options and/or awards of Restricted Stock or Restricted Stock Units, as described in
Section 2.5, to Directors who are newly elected to the Board after the annual stockholders’ meeting. If a mid-year equity grant is made in the form of Restricted Stock Units, a Director may elect to defer receipt of the Common Stock
payable in respect of vested Restricted Stock Units as a Deferred Stock Grant as provided in ARTICLE IV. 

 ARTICLE
III 
 Deferred Stock Awards 
  

	3.1	Election to Defer. For each calendar year, a Director may elect to defer receipt of pay for services relating to the retainer and meeting fees, if any, to be
received in that calendar year, and receive them instead as a Deferred Stock Award. The election must be made prior to the January 1 of the calendar year in which the services relating to the retainer or meeting fees will be rendered by a
Director or such later date as is permitted by guidance issued under Section 409A of the Code. The election to defer shall be irrevocable commencing on December 31 of the calendar year prior to the calendar year that such election is in
effect (or such earlier date as specified on the deferral election form). Notwithstanding the foregoing, a newly-elected Director may make an election no later than 30 days after the date of his or her election to the Board of Directors, which
deferral election shall become irrevocable as of the thirtieth (30th) day following the Director’s election to the Board of Directors (or such earlier date as specified on the deferral election form) and shall apply only to the retainer
and meeting fees for services to be performed after the deferral election becomes irrevocable. A new election to defer may be made for each subsequent calendar year, provided the deferral election is made prior to the January 1 of the calendar
year and shall be irrevocable for the following calendar year. If a new election is not made, or a prior election is not revoked for the immediately succeeding calendar year, the most recent election to defer will remain in effect and be irrevocable
for the following calendar year. 

  

	3.2	Form of Election. The election to defer must be made in writing, on a form provided by the Company. 


 

	3.3	Deferral Periods. A Director may elect to receive the Deferred Stock Award at one of the following times: 


 

	 	(a)	on the date of termination as a Director consistent with the definition of separation from service as defined pursuant to Section 409A of the Code;


  

	 	(b)	on the date either five or ten years from the date of grant; or 









	 	(c)	in one to five equal annual installments, payable on April 30 of each year, beginning on the April 30 next following the date of termination as a Director
consistent with the definition of separation from service as defined pursuant to Section 409A of the Code. 

  

	3.4	Deferred Stock Awards. If a Director elects to receive the annual retainer and meeting fees, if any, as a Deferred Stock Award, the Company will maintain a
deferred stock account credited, as of the date a payment of the retainer or meeting fee would have otherwise been paid, with a number of stock units equal to the shares of Common Stock (rounded up to the nearest whole share) that could have been
purchased with the amount deferred as of such date at the Fair Market Value of the Common Stock on such date. As of the date any dividend is paid to stockholders of Common Stock, the Director’s deferred stock account shall also be credited with
an additional number of stock units equal to the number of shares of Common Stock (including fractions of a share) that could have been purchased at the Fair Market Value on such date with the dividend paid on the number of shares of Common Stock
equivalent to the number of share units credited to the Director’s deferred stock account. In case of dividends paid in property, the dividend shall be deemed to be the fair market value of the property at the same time of distribution of the
dividend, as determined by the Committee. 

  

	3.5	Distribution of Deferred Stock Award. Payment of a Director’s Deferred Stock Award shall be made at the times elected by the Director at the time of his or
deferral election. Distribution shall be made in shares of Common Stock. The Participant shall receive the number of whole shares of Common Stock to which the distribution is equivalent. The shares of Common Stock shall be paid from, and shall count
against the share reserve of, the Stock Incentive Plan. 

 ARTICLE IV 

Deferred Stock Grants 
  

	4.1	 Election to Defer. If and to the extent Restricted Stock Units are granted to a Director for the initial equity grant described in
Section 2.4 and/or in connection with the annual or mid-year equity grants described in Sections 2.5 and 2.6, respectively, a Director may elect to defer receipt of the Common Stock otherwise payable to the Director as such Restricted Stock
Units vest. For the annual equity grant, the election to defer must be made prior to the January 1 of the calendar year in which the grant is made. The election to defer shall be irrevocable commencing on December 31 of the calendar year
prior to the calendar year that such election is in effect (or such earlier date as specified on the deferral election form). For both the initial and mid-year equity grants for newly-elected Directors, such Directors must make the deferral election
no later than 30 days after the date of his or her election to the Board of Directors, which deferral election shall become irrevocable as of the thirtieth (30th) day following the Director’s election to the Board of Directors (or such
earlier date as specified on the deferral election form) and shall 










	 	
apply only to the initial and mid-year equity grants for services to be performed after the deferral election becomes irrevocable. 


 

	 	A new deferral election for annual equity grants may be made for each subsequent calendar year, provided the election to defer is made prior to the January 1 of
that calendar year. If a new election is not made, or a prior election is not revoked for the immediately succeeding calendar year, the most recent election to defer will remain in effect and be irrevocable for the following calendar year.


  

	4.2	Form of Election. The election to defer must be made in writing, on a form provided by the Company. 


 

	4.3	Deferral Periods. A Director may elect to receive the Common Stock at one of the times specified in Section 3.3 above. 


 

	4.4	Deferred Stock Accounts. If a Director elects to defer receipt of the Common Stock otherwise payable in respect of Restricted Stock Units awarded as initial,
annual or mid-year equity grants, the Company will maintain a deferred stock account credited, as of the date of election to the Board, with a number of stock units equal to the shares of Common Stock the Director was entitled to receive as such
Restricted Stock Units vested. As of the date any dividend is paid to stockholders of Common Stock, the Director’s deferred stock account shall also be credited with an additional number of stock units equal to the number of shares of Common
Stock (including fractions of a share) that could have been purchased at the Fair Market Value on such date with the dividend paid on the number of shares of Common Stock equivalent to the number of share units credited to the Director’s
deferred stock account. In case of dividends paid in property, the dividend shall be deemed to be the fair market value of the property at the same time of distribution of the dividend, as determined by the Committee. 


 

	4.5	Distribution of Deferred Stock Grant. Payment of a Director’s Deferred Stock Grant shall be made at the times elected by the Director at the time of
deferral, in shares of Common Stock. The Participant shall receive the number of whole shares of Common Stock to which the amount of the distribution is equivalent. The shares of Common Stock shall be paid from, and shall count against the share
reserve of, the Stock Incentive Plan. 

 ARTICLE V 

Distribution Upon Death 
  

	5.1	 Distribution Upon Death. In the event of the death of a Participant, whether before or after termination of service, any Deferred Stock Award or
Deferred Stock Grant due and unpaid on the date of the Participant’s death shall be distributed in shares of Common Stock, and any retainer or meeting fees due and unpaid on the date of the Participant’s death shall be paid in cash, to the
Participant’s designated beneficiary, or if no beneficiary is designated, to the Participant’s estate, in a single lump sum 










	 	
within 90 days after the Participant’s death. Distribution of a Participant’s Stock Options will be according to the terms of the Stock Option agreements. 


 

	5.2	Designation of Beneficiary. On the terms and subject to the conditions established by the Company or its designee, a Participant may designate one or more
individuals or trusts as his or her beneficiary to receive payment of all or any designated portion of Deferred Stock Awards, Deferred Stock Grants, or retainer or meeting fees due and unpaid on the date of the Participant’s death, or revoke or
change any such designation. 

 ARTICLE VI 
 Administration 
  

	6.1	Withholding Taxes. The Company shall deduct from all distributions under the Program any taxes required to be withheld by federal, state or local governments. If
distributions are made in shares of Common Stock, the Company shall have the right to retain the value of sufficient shares equal to the amount of the tax required to be withheld with respect to such distributions. In lieu of withholding the value
of shares, the Company may require a recipient of a distribution in Common Stock to reimburse the Company for any such taxes required to be withheld upon such terms and conditions as the Company may prescribe. 


 

	6.2	Unfunded Nature of Program. This Program shall be unfunded. The funds used for payment of benefits hereunder shall, until such actual payment, continue to be
part of the general funds of the Company, and no person other than the Company shall, by virtue of this Program, have any interest in any such funds. Nothing contained herein shall be deemed to create a trust of any kind or create any fiduciary
relationship. To the extent that any person acquires a right to receive payments from the Company under this Program, such right shall be no greater than the right of any unsecured general creditor of the Company. 


 

	6.3	Non-alienation of Benefits. No benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, or charge, including assignment pursuant to a domestic relations order, and any attempt to do so shall be void. No such benefit shall, prior to receipt thereof by the Participant, be in any manner liable for or subject to the debts,
contracts, liabilities, or torts of the Participant. 

  

	6.4	 Acceleration Upon a Change in Control. As provided in Section 10 of the Stock Incentive Plan and applicable provisions of a Director’s
individual award agreement or statement under this Program, the vesting of Stock Options, Restricted Stock and Restricted Stock Units, and the payment of Deferred Stock Awards and Deferred Stock Grants, may accelerate upon the occurrence of a Change
in Control (as defined in Section 10(b) of the Plan). Notwithstanding the foregoing, to the extent necessary to comply with Section 409A, payment of Deferred Stock Awards and Deferred Stock Grants shall be made on the earlier of (a) a
“change in the ownership,” a “change in the ownership of a substantial portion of the assets” or a 










	 	
“change in the effective control” of the Company within the meaning of Section 409A of the Code; or (b) at the time(s) specified in Section 3.3 pursuant to an election in
effect under Section 3.1 or Section 4.1. 

  

	6.5	Amendment or Termination of the Program. The Committee at any time may amend or terminate the Program, provided that no such action shall adversely affect the
right of any Participant or Beneficiary to a benefit to which he or she has become entitled pursuant to the Program, and no amendment or termination of the Program can alter the Participant’s deferrals of compensation in noncompliance with
Section 409A of the Code, or the rules and regulations issued pursuant thereto. Any amendment or termination of the Program that is inconsistent with, or in violation of Code Section 409A, shall be void and of no effect.


  

	6.6	Adjustments. In the event of a “Corporate Transaction” or a “Share Change” (each as defined in the Stock Incentive Plan), the number and kind
of shares of Common Stock subject to Stock Options, Restricted Stock, Restricted Stock Units, Deferred Stock Awards and Deferred Stock Grants, and the exercise price of Stock Options, shall be subject to adjustment in accordance with the provisions
of the Stock Incentive Plan. 

  

	6.7	Compliance with Section 409A. Notwithstanding any of the foregoing provisions of the Program, to the extent required in order to comply with
Section 409A(a)(2)(B)(i) of the Code, Deferred Stock Awards and Deferred Stock Grants shall be paid on the first business day after the date that is six months following a Director’s “separation from service” within the meaning
of Section 409A of the Code. The Program is intended to comply with the provisions of Section 409A of the Code, and the Treasury Regulations issued pursuant thereto; and the provisions of the Program will at all times be administered
consistent therewith. Any provision of the Program that is inconsistent with, or in violation of, Section 409A of the Code, shall be void and of no effect. The Senior Vice President, Human Resources, and the General Counsel of the Company are
delegated the responsibility to interpret and administer the Program consistent with Section 409A of the Code and to take necessary action pursuant to this Section 6.6 and Section 6.5 to assure that the Program is administered
consistent with such provision.