exh1015poddarofferletter






                                                                                                                                                                                                                     PERSONAL AND CONFIDENTIAL   Revised June 23, 2017       Ms. Reema Poddar      Dear Reema,      I  am  delighted  to  extend  to  you  this  offer  of  employment  with  Teradata  Corporation  and  its  affiliates   (“Teradata”  or  “Company”)  as  Senior  Vice  President,  Product  Development  reporting  to  Oliver   Ratzesberger, EVP and Chief Product Officer.  The position is located and expected to work from our   offices in the San Diego, California area.        In  this  position,  you  will  be  paid  at  an  annualized  rate  of  $425,000; this  equates  to  a  weekly  rate  of   $8,173.08.  Because we operate on a bi-weekly pay schedule, you will be paid two weeks’ salary five  days following the close of each pay cycle.      In addition to your base salary, you will be eligible to participate in Teradata’s Annual Incentive Plan  (“AIP” or “Plan”). Teradata’s AIP is a performance-based annual incentive program based on financial  and strategic performance results achieved by Teradata, as well as your individual performance against  objectives. In this position your target annual AIP incentive opportunity is 70% (seventy percent) of your  eligible earnings.  You will be eligible the first of the calendar quarter following your start date, except if  you start before the end of July 2017, you will be eligible August 1, 2017, and your 2017 AIP will be pro- rated according to the number of months in the calendar year you are eligible under the Plan. For the  2017 Plan year you will be guaranteed a minimum AIP payment of 80% (eighty percent) of your pro- rated target payment (the “2017 AIP Guarantee”).  Your actual payment will be based on the greater of  80% of your pro-rated target annual incentive or your pro-rated annual incentive based on actual results  achieved  by  the  Company.   Except  for  the  minimum  guarantee  of  payment,  all  AIP  payments  are  subject to the terms and conditions of the plan guidelines.    You  will  also  be  eligible  for  a  one-time  sign-on  bonus  of  $100,000  (gross)  payable  ninety  (90)  days  following your date of hire.  You will earn the sign-on bonus after 24 (twenty-four) months of continuous,  full-time, active employment with the Company.  Should you leave the Company for any reason before  your 24th month of continuous, full-time, active employment, you will be obligated to repay 100% of the  sign-on bonus prior to your last day of active employment.    Contingent  upon  your  acceptance  of  this  offer  and  approval  by  the  Company’s  Compensation  and  Human Resource Committee, you will be granted an equity award with a total value of $1,050,000 to be  delivered in Service-Based Restricted Share Units as described below.  The effective date of the grant  for this award will be the first day of the month following your start date with Teradata (“Equity Effective  Date”).       Service-Based Restricted Share Units            On  the  Equity  Effective  Date,  Teradata  will  grant  you  Service-Based  Restricted  Share  Units  (the      “Units”) with a value of $1,050,000.  The actual number of Units shall be determined by taking the      value of the award and dividing it by the average closing price of Teradata common stock for the     twenty (20) trading days immediately preceding, but not including, the Equity Effective Date.  The     result shall be rounded to the nearest whole unit.                                             Page 1 of 5     





 






          The Units will vest one-third (1/3) on each anniversary of the Equity Effective Date until vested in      full  at  three  (3)  years,  subject  to  your  continued employment  with  Teradata  on  each  applicable      vesting  date.  The  Units  will  be  subject  to  approval  by  the  Compensation  and  Human  Resource      Committee of the Teradata Board of Directors.             In addition, subject to the approval of the Compensation and Human Resource Committee, concurrent   with the Company’s annual equity award program provided to other eligible employees, which generally   takes place in Q4 each year you will be granted an annual equity award in Q4 2017 with a total value of   $500,000 delivered in the form of award that is consistent with all other awards provided to similarly   situated employees (“Annual Equity Award”). The Annual Equity Award is a guarantee only for the 2017   award and requires that the Company does not otherwise cancel or postpone its annual award program   for  other  similarly  situated  employees,  in  which  case  your  Annual  Equity  Award  will  be  treated   consistent with other similarly situated employees.        Your  equity  awards  will  be  issued  under  the  terms  of  Teradata’s  Stock  Incentive  Plan,  which  is   administered by Fidelity Investments.  The specific terms and conditions relating to the award will be   outlined  in  the  applicable  award  agreement  contained  on  Fidelity’s  website.   Within  two  weeks  after   your Equity Effective Date, your grant will be loaded to Fidelity’s system.  You can access your grants  at www.netbenefits.com.   Please  review  the  grant  information,  including  the  applicable  grant   agreements, carefully and indicate your acceptance by clicking on the appropriate button.        IMPORTANT NOTICE:    You  must  accept  your  award  online  in  accordance  with  the  procedures established  by  the  Company  and  the  Plan  administrator.  By  accepting  your  award  in  accordance  with  these  procedures,  you  acknowledge that a copy of the Teradata 2012 Stock Incentive Plan (the “Plan”), the Plan Summary  and Prospectus, and the Company's most recent Annual Report and Proxy Statement (collectively, the  "Prospectus  Information")  either  have  been  received  by  you  or  are  available  for  viewing  on  the  Company's intranet site at HReXpress (located in the “Related Links” section of the Management Stock   Options  /  Restricted  Shares  page),  and  you  consent to  receiving  this  Prospectus  Information   electronically, or, in the alternative, agree to contact Global Compensation, to request a paper copy of   the  Prospectus  Information  at  no  charge.  By  accepting  your  award,  you  also  represent  that  you  are   familiar with the terms and provisions of the Prospectus Information and that you accept the award on  the terms, and subject to the conditions, set forth in the applicable grant agreement for your award and  in the Plan.  Failure to accept your award may result in its cancellation.     The Company currently has a Key Employee Severance Plan (“Plan”), and you will be recommended to   the Company’s Compensation and Human Resources Committee (“CHRC”) for eligibility to participate in   the Plan. The Plan, at the discretion of the CHRC, is subject to review, modification or cancellation.      Because  your  position  is  located  in  San  Diego,  you will  be  eligible  for  relocation  benefits  under   Teradata’s Relocation Policy. The expectation is that you will relocate no later than March 31, 2018.   Upon acceptance of this offer your relocation process will be initiated and a relocation counselor will  contact  you  to  discuss  your  personal  relocation  needs.  You  will  be  required  to  sign  and  return  a  Relocation  Repayment  Agreement  prior  to  any  relocation  related  expenses  being  reimbursed  or  remitted  on  your  behalf.   In  advance  of  executing  this  agreement  and  speaking  with  a  relocation  counselor we ask that you please not incur any relocation expenses or initiate any relocation plans. All  relocation expenses are recoverable (due back to) Teradata should you voluntarily leave the Company  within two (2) years of your relocation. By signing this offer letter, you will indicate your agreement to  Teradata’s stipulations about relocation expenses.                                             Page 2 of 5     





 






 As an employee of the Company, you may be eligible to participate in our health and welfare programs   based on certain eligibility requirements including location and position, including our vacation program   under which you will be eligible for 20 (twenty) days of paid vacation, which are accrued on a monthly   basis. The Company also provides 12 paid holidays per year, which include both company designated   holidays and floating holidays which must be used during the calendar year in which they are earned.      This offer of employment is contingent upon your agreement to certain Conditions of Employment as   outlined in Attachment A, including but not limited to the restriction of disclosure of any trade secret or  confidential/proprietary information during your employment at Teradata.     Reema, we are enthusiastic about the contributions you will bring to the Teradata team, and hope you  share this enthusiasm.  This offer will remain effective until 5:00 PM PST on June 26, 2017 and  assumes a start date of July 5, 2017 or prior.  Your employment is also contingent upon Teradata’s  receipt of appropriate results from your background verification and other required documents.  Please  read the instructions and contents of Attachment A and sign your acceptance (through our electronic  portal).    If you have any questions regarding the details of this offer, please contact me at 858-485-2817.      Sincerely,          Suzanne Zoumaras  Executive Vice President and Chief Human Resources Officer                                           Page 3 of 5     





 






                                   ATTACHMENT A                              CONDITIONS OF EMPLOYMENT      Teradata  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:  all  pre-employment  verification,  U.S  employment  eligibility,  Teradata  mutual  agreement  to  arbitrate  all  employment  related  claims,  and  Teradata  employment  agreement.   You  assume  any  and  all  risks  associated  with  terminating  any  prior  or  current  employment,  or  making  any  financial  or  personal  commitments  based  upon  Teradata’s  conditional  offer.     1.    Background Check:        This offer of employment is conditioned upon successful completion of your background check.  By     accepting this offer and these conditions you are giving Teradata permission to release the results     to Teradata designated officials.                     Instructions: Upon signing the offer and pre-employment verification, an e-mail with the subject     Action Required to Complete Background Check for Teradata Employment with a link will be sent to      you to initiate the background check process. Please submit your information within 3 days of      receipt of the link.      2.  Pre-Employment Verification:        Your background check may include the following: education and employment history, Social      Security Number validation, criminal history, credit history, national sex offender search, and Global     Sanctions check.           3.  U.S. Employment Eligibility:        Pursuant to the terms of the Immigration and Control Act of 1986, Teradata can only hire     employees if they are legally entitled to work and remain in the United States.      4.  Teradata Employment Agreement:         As a condition of employment, you must read, understand and agree to the enclosed document. By      signing the Teradata Employment Agreement, you are verifying receipt of this document and your      agreement and willingness to abide with the contents of the Teradata Terms and Conditions of      Employment, Protection of Trade Secrets Agreement, and Consent to Collection of Personal Data.      The Teradata Consent to Collection of Personal Data apprises you of Teradata personal data      collection practices.      5.   Teradata Mutual Agreement to Arbitrate all Employment Related Claims:     As a condition of employment for any Teradata position, you must read, understand and agree to     the enclosed document: Teradata Mutual Agreement to Arbitrate All Employment Related Claims.      By signing this acceptance of employment, you are verifying the receipt of this document and your     agreement and willingness to abide with the contents of the Mutual Agreement to Arbitrate     Agreement.            6.  Teradata Code of Conduct & Conflicts of Interest Certifications for New Hires:     Teradata requires that each new associate read the Teradata Values Statement and Code of     Conduct and certify his/her reading of it and his/her commitment to comply with it.  Teradata also     requires that each new associate disclose in writing all actual and potential conflict of interest     circumstances which pertain to him/her and certify that he/she has disclosed all conflict of interest                                           Page 4 of 5     





 






   circumstances in writing to Teradata.  These requirements apply to both new associates who are     hired as employees and new associates engaged as individual independent staff contractors.               Generally, these certifications should be provided by each new associate within 30 days after     his/her start-date.  Sometimes a new associate may require more time to provide these     certifications (for example, if he/she does not yet have a Teradata computer, Teradata email     address, or online access to Teradata networks/systems), in which case he/she may provide the     certifications later.  But, Teradata policies require that in all events the certifications must be     provided by no later than 90 days after the new associate’s start-date.              New associates can provide these certifications and disclosures by either: (a) completing the online     Teradata Code of Conduct training and certification module through the Teradata University e-    learning system; or (b) manually completing and submitting the form below.  We prefer that it be     done through the online Teradata University module.            Teradata requires that each Teradata associate re-certify the same each year.  Teradata will     distribute information about the annual Code of Conduct and Conflicts of Interest certification     process to all associates by email, employee web-site/portal announcements and/or employee e-    newsletter announcements.  The annual re-certification typically will occur in the October/November     time frame of each year and typically will be done electronically.  New associates still will need to     complete the annual all-associate online certification, even if he/she completed the new-hire     certification earlier in the same year.          Only new associates who do not complete the certifications and disclosures online through the     above-described module on Teradata University and the instructions in that module should     complete, sign and submit copies of the following form to their manager, their Teradata Human     Resources representative and HR Service Center  We also recommend that the new associate     retain a copy of his/her certification and disclosures (e.g., a copy of the completed form below or a     copy of the completion-acknowledge page from the online module).       Accepting this Offer of Employment:   By accepting and signing Teradata’s offer of employment you certify to Teradata that you are not  subject to a non-competition agreement with any company which would preclude or restrict you from  performing the position being offered in this letter.  We also advise you of Teradata’s policy of  respecting the intellectual property rights of other companies.  You should not bring with you to your  Teradata 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 Teradata.    This letter reflects the general description of the terms and conditions of your employment with  Teradata, and is not a contract of employment for any definite duration of time.  The employment  relationship with Teradata is by mutual consent (“Employment at Will”).  This means either you or  Teradata have the right to discontinue the employment relationship with or without cause at any time  and for any reason.    I have read the foregoing information relative to Teradata’s conditions of employment and understand  that my employment offer is conditioned upon their satisfaction.                                            Page 5 of 5    





 






                                        S93JANIWKL4PYW6BYGWCAK                                   Teradata HR                                 Party ID: 4PF9YLIDT367XMFNGJ7P9G                                 IP Address: 153.65.16.10   Multi-Factor Digital Fingerprint Checksum    0fad55105fcdb55cc7d215a18da8915db6221bc7                                  . Reema Poddar                                 Party ID: 48UI3EINH44JEVWKEEZIED                                 IP Address: 73.202.140.49   Multi-Factor Digital Fingerprint Checksum    bab29d6a4c3104f1d5b27e856bbb70c408d6a850   Timestamp                       Audit 2017-06-26 05:38:30 -0700       All parties have signed document. Signed copies sent to: Teradata HR. 2017-06-26 05:38:29 -0700       Document signed by Teradata HR (noemail@rightsignature.com) with drawn                                 signature. - 153.65.16.10 2017-06-26 05:37:43 -0700       Document viewed by Teradata HR (noemail@rightsignature.com). - 153.65.16.10 2017-06-24 13:16:34 -0700       Document signed by . Reema Poddar (noemail@rightsignature.com) with drawn                                 signature. - 73.202.140.49 2017-06-24 13:14:55 -0700       Document viewed by . Reema Poddar (noemail@rightsignature.com). -                                 73.202.140.49 2017-06-23 14:00:14 -0700       Document created via the RightSignature API by Teradata HR                                 (hrservicecenter.teradataamericas@teradata.com). - 153.65.20.109                                                                                                                          Page 1 of 1 





 






DocuSign Envelope ID: AA083B53-D52B-447D-B5BA-37470FB6FEC0                                 Teradata Relocation Repayment Agreement                      (Must be Signed with the Offer packet to Receive Relocation Benefits)                              In accordance with the Teradata Relocation Policy, I am eligible to receive relocation               benefits. Prior to receiving any reimbursements and/or advances, and as consideration for               the payment and/or advancement of expenses, I agree to and understand the following:                                      If I voluntarily terminate my employment with Teradata within two (2) years from                     my start date of June 28, 2017, I will repay 100% of the relocation                     reimbursements and allowances provided to me, including all expenses which                     were billed to Teradata.                                            If I voluntarily cancel my relocation for whatever reason, I will repay all                     relocation reimbursements and allowances provided during the relocation process,                     including all expenses which were billed to Teradata.                                            My expenses will be reimbursed in accordance with the applicable Relocation                     Reimbursement policy. I will complete the necessary expense forms within thirty                     (30) days of incurring the expense. If I fail to complete the expense forms on a                     timely basis I will not be eligible for reimbursement of the expenses.                                            Any dispute concerning this policy, or the application of the relocation policy or                     my relocation expenses, will be subject to the Dispute Resolution Policy which                     exists at the date of my relocation.                               This repayment provision does not constitute a contract of employment or a guarantee of               employment. This Agreement does not alter or amend the employment-related               agreements I have executed. I understand that employment with Teradata is at-will.                 Reema Poddar                                      Jeanne Pierce                2018 August 13 | 9:46:58 AM EDT                   2018 August 13 | 11:52:08 AM EDT 





 






DocuSign Envelope ID: AA083B53-D52B-447D-B5BA-37470FB6FEC0               Relocation Summary of Benefits for Reema Poddar              Revised July 18, 2018                            You have been offered a position that requires relocation to the San Diego, CA area. Upon acceptance of              the employment offer you will be eligible for relocation benefits under Teradata’s Relocation Policy. As              part of the relocation benefits, you will be provided with the following benefits managed through our              relocation company, Lexicon.                             The expectation is that you relocate no later than March 31, 2018. All relocation benefits must be incurred              and submitted for reimbursement by June 30, 2018.                             A. Lump Sum Payment              As part of the relocation benefits, you will be provided a lump sum of $100,000 for reasonable and              customary relocation expenses not covered under the benefits as defined below. This payment will be              grossed-up.                            B. Household Goods and Storage – Move Management and Services              Your Lexicon Relocation Consultant will initiate and coordinate your household goods move.  Teradata              will provide a professional household goods (up to $100,000 in value) move which includes, packing,              loading, transporting, unloading and full value coverage of your household goods; if required, up to 30              days of storage for your goods is available.                            C. New Home Purchase               Teradata will reimburse reasonable and customary buyer’s closing costs up to 2% of the loan amount, up              to a maximum of $7,500.  Discount points are not covered. If you have questions on reimbursable              expenses when you receive your Loan Estimate from the lender, please contact your Lexicon Relocation              Consultant.  Tax assistance is provided.                             D. Miscellaneous Costs              A budget of up to $20,000 (gross) for other costs, which may include commuting expenses before you              relocate to San Diego, temporary housing, rental car, and other reasonable and customary relocation              expenses. The Miscellaneous Costs must be submitted for reimbursement and the budget may not be              applied to other relocation benefits defined above.                              E. House-Hunting Trip              Teradata will provide two (2) house-hunting trips for you and your immediate family to visit San              Diego for up to 4 days each for the purposes of region orientation and house-hunting.  Arrangements              for this trip (airline tickets, hotel, rental car) will be made through Teradata or through our relocation              partner, Lexicon.                            Relocation Repayment Agreement              Upon acceptance of this offer your relocation process will be initiated and a relocation counselor will              contact you to discuss your personal relocation needs. You are required to sign and return a Relocation              Repayment Agreement prior to any relocation related expenses being reimbursed or remitted on your              behalf.  In advance of executing this agreement and speaking with a relocation counselor we ask that you              please not incur any relocation expenses or initiate any relocation plans.  All relocation expenses are              recoverable (due back to) Teradata should you voluntarily leave the Company within two (2) years of your              start date, June 28, 2017.                                                          Reema Poddar, SVP Product & Innovation              Jeanne Pierce, VP Human Resources                            Signature:                                          Signature:                            Date Signed:                                        Date Signed:                              2018 August 13 | 9:46:58 AM EDT                    2018 August 13 | 11:52:08 AM EDT