NCR Change in Control Severance Plan



 Exhibit 10.1 
  
 NCR Change in Control Severance Plan 
  
 Introduction 
  
 The Board of Directors of NCR Corporation (the “Company”) recognizes that, from time to time, the Company may explore potential transactions
that could result in a Change in Control of the Company. This possibility and the uncertainty it creates may result in the loss or distraction of certain key employees of the Company to the detriment of the Company and its shareholders. 

 
 The Board considers the avoidance of such loss and distraction to be
essential to protecting and enhancing the best interests of the Company and its shareholders. The Board also believes that when a Change in Control is perceived as imminent, or is occurring, the Board should be able to receive and rely on
disinterested service from employees regarding the best interests of the Company and its shareholders without concern that employees might be distracted or concerned by the personal uncertainties and risks created by the perception of an imminent or
occurring Change in Control. 
  
 In addition, the Board believes
that it is consistent with the Company’s employment practices and policies and in the best interests of the Company and its shareholders to treat fairly its employees whose employment terminates in connection with or following a Change in
Control. 
  
 Accordingly, the Board has determined that
appropriate steps should be taken to assure the Company of the continued employment and attention and dedication to duty of its employees and to seek to ensure the availability of their continued service, notwithstanding the possibility or
occurrence of a Change in Control. 
  
 Therefore, in order to
fulfill the above purposes, the Board has caused the Company to adopt this NCR Change in Control Severance Plan (the “Plan”). 
  
 The Plan is intended to comply with the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and other applicable laws.

  
 The Plan is a sub-plan of the NCR Workforce Redeployment Plan,
which is a component of the NCR Group Benefits Plan for Active Associates, plan number 502. To the extent the separation pay portion of the plan is a pension plan, it qualifies for exemption from Parts II, III and IV of ERISA as a plan maintained
primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees under Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. 
  
 ARTICLE I 
 ESTABLISHMENT OF PLAN 
  
 As of the Effective
Date, the Company hereby establishes the NCR Corporation Change in Control Severance Plan, as set forth in this document. 







 ARTICLE II 
 DEFINITIONS 
  
 As used
herein, the following words and phrases shall have the following respective meanings: 
  
 (a) Base Salary. The amount a Participant is entitled to receive as wages or salary on an annualized basis, excluding all bonus, overtime, health additive and incentive compensation, payable by the Company as
consideration for the Participant’s services. 
  
 (b)
Board. The Board of Directors of NCR Corporation. 
  
 (c)
Cause. A termination for “Cause” shall have occurred where a Participant is terminated because of (A) the willful and continued failure of the Participant to perform substantially the Participant’s duties with the Company
or any of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness) for a period of at least thirty (30) days after a written demand for substantial performance is delivered to the Participant by
the Board or the Chief Executive Officer of the Company, specifically identifying the manner in which the Board or the Chief Executive Officer believes that the Participant has not substantially performed the Participant’s duties; or
(B) the willful engaging by the Participant in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. For purposes of this provision, no act or failure to act, on the part of the Participant, shall be
considered “willful” unless it is done, or omitted to be done, by the Participant in bad faith or without reasonable belief that the Participant’s action or omission was in the best interests of the Company. Any act, or failure to
act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer (except if the Participant is the Chief Executive Officer) or based upon the advice of counsel for the Company
shall be conclusively presumed to be done, or omitted to be done, by the Participant in good faith and in the best interests of the Company. The termination of employment of the Participant shall not be deemed to be for Cause unless and until there
shall have been delivered to the Participant a copy of a resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is
provided to the Participant and the Participant is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Participant is guilty of the conduct described in subsection
(A) or (B) above, and specifying the particulars thereof in detail. 
  
 (d) Change in Control. The occurrence of any of the following events: 
  
 (i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty percent (30%) or more of either (a) the then
outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (b) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of
directors (the “Outstanding Company Voting Securities”); provided, however, that for 

  

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purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company,
(B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (d) any acquisition pursuant to a
transaction which complies with clauses (A), (B) and (C) of subsection (iii) of this Section 2(c); or 
  
 (ii) Individuals who, as of the date of this Plan, constitute the Board (the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date of this Plan whose election, or nomination for election by the Company’s shareholders, was approved by a vote
of at least two-thirds (2/3) of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption
of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

  
 (iii) Consummation of a reorganization,
merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another entity (a “Corporate Transaction”), in each case, unless, following such Corporate
Transaction, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate
Transaction beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally
in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the
Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction of the Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be; (B) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Corporate Transaction) beneficially owns, directly or indirectly, thirty percent
(30%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the then outstanding voting securities of such corporation except to the
extent that such ownership existed prior to the Corporate Transaction; and (C) at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction were members of the Incumbent Board at the
time of the execution of the initial agreement, or of the action of the Board, providing for such Corporate Transaction; or 
  
 (iv) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. 
  

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 (e) Code. The Internal Revenue Code of 1986, as amended from time to time. 
  
 (f) Company. NCR Corporation and any successor thereto. 

 
 (g) Compensation Committee. The Compensation and Human Resource
Committee of the Board. 
  
 (h) Date of Termination. As
defined in Section 4.2(a). 
  
 (i) Disability. The
absence of the Participant from the Participant’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness that is determined to be total and permanent by a
physician selected by the Company or its insurers and acceptable to the Participant or the Participant’s legal representative. 
  
 (j) Effective Date. January 1, 2006. 
  
 (k) Employee. Any regular, full-time or part-time employee of the Company or its subsidiaries. 
  
 (l) Good Reason. With respect to any Participant, the occurrence of
any of the following events without the Participant’s prior written consent: 
  
 (i) the assignment to the Participant of any duties inconsistent in any respect with the Participant’s position (including status,
offices, titles and reporting requirements), authority, duties or responsibilities, as in effect immediately prior to a Change in Control or any other diminution in such position, authority, duties or responsibilities, excluding for this purpose an
isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Participant, provided that, with the exception of the Participant who is the Chief
Executive Officer of the Company immediately prior to the Change in Control, a change in the individual(s) or position(s) to whom the Participant reports shall not by itself constitute Good Reason; 
  
 (ii) any reduction in the Participant’s Base Salary
below the Required Base Salary, 
  
 (iii) the
failure to pay incentive compensation to which the Participant is otherwise entitled under the terms of the Company’s Management Incentive Plan for Executive Officers (“MIP”) or Long Term Incentive Program (“LTIP”), or any
successor incentive compensation plans, at the time at which such awards are usually paid or as soon thereafter as administratively feasible; 
  
 (iv) the reduction in Target Bonus or Maximum Bonus for a Participant under the MIP or any successor plan or the reduction in any LTIP
Target Award or LTIP Maximum Award under the LTIP or any successor incentive compensation plan, other than in the case of a reduction in any LTIP Target Award or LTIP Maximum Award, such reduction is pursuant to an across-the-board reduction
applicable to similarly situated executives of the Company; 
  

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 (v) the failure by the Company to continue in effect any equity compensation plan in
which the Participant participates immediately prior to the Change in Control, unless a substantially equivalent alternative compensation arrangement (embodied in an ongoing substitute or alternative plan) has been provided to the Participant, or
the failure by the Company to continue the Participant’s participation in any such equity compensation plan on substantially the same basis, in terms of the level of such Participant’s participation relative to other participants, as
existed immediately prior to the Change in Control excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the
Participant; 
  
 (vi) Except as required by law,
the failure by the Company to continue to provide to the Participant employee benefits substantially equivalent, in the aggregate, to those enjoyed by the Participant under the qualified and nonqualified employee benefit and welfare plans of the
Company, including, without limitation, the pension, life insurance, medical, dental, health and accident, disability retirement, and savings plans, in which the Participant was eligible to participate immediately prior to the Change in Control, or
the failure by the Company to provide the Participant with the number of paid vacation days to which such Participant is entitled under the Company’s vacation policy immediately prior to the Change in Control; 
  
 (vii) the Company’s requiring the Participant to be
based at any office or location other than the principal place of the Participant’s employment in effect immediately prior to the Change in Control that is more than forty (40) miles distant from the location of such principal place of
employment, or the Company’s requiring the Participant to travel on Company business to a substantially greater extent than required immediately prior to the Change in Control; or 
  
 (viii) any failure by the Company to comply with Article V. 
  
 (m) LTIP Maximum Award. With respect to any Participant, the higher
of (x) the Participant’s maximum award under the LTIP or any successor plan for the year immediately prior to the Change in Control, provided that if no maximum award has been established for such year under such plan, the most
recent year preceding the Change in Control in which such an award has been established or (y) the Participant’s maximum award under the LTIP or any successor plan in effect at any time after the Change in Control. 
  
 (n) LTIP Target Award. With respect to any Participant, the higher of
(x) the Participant’s target award under the LTIP or any successor plan for the year immediately prior to the Change in Control, provided that if no target award has been established for such year under such plan, the most recent
year preceding the Change in Control in which such an award has been established or (y) the Participant’s target award under the LTIP or any successor plan in effect at any time after the Change in Control. 
  

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 (o) Maximum Bonus. With respect to any Participant, the higher of (x) the Participant’s
maximum bonus under the annual bonus plan applicable to the Participant immediately prior to the Change in Control, provided that if no maximum bonus has been established for such year under such plan, the year immediately preceding the year
in which the Change in Control occurs or (y) the Participant’s maximum bonus under the annual bonus plan applicable to the Participant in effect at any time after the Change in Control 
  
 (p) Participant. An Employee who meets the eligibility requirements
of Section 3.1. 
  
 (q) Plan. The NCR Corporation
Change in Control Severance Plan. 
  
 (r) Plan Committee.
The committee which shall have full power and authority to administer the Plan and may delegate to one or more officers and/or employees of the Company such duties in connection with the administration of the Plan as it may deem necessary, advisable
or appropriate. Prior to a Change in Control, the Plan Committee shall consist of the members of the Compensation Committee; provided, however, that any time prior to a Change in Control, the Plan Committee may designate Incumbent Board members or
individuals who were officers of the Company as of immediately prior to the Change in Control (“Incumbent Members”) to serve as the Plan Committee following the Change in Control. Once designated by the Plan Committee prior to a
Change in Control to serve following a Change in Control, Incumbent Members may not be removed from the Plan Committee following the Change in Control. 
  
 (s) Required Base Salary. With respect to any Participant, the higher of (x) the Participant’s Base Salary as in effect immediately
prior to the Change in Control and (y) the Participant’s highest Base Salary in effect at any time thereafter. 
  
 (t) Separation Benefit. The benefits payable in accordance with Section 4.2 of the Plan. 
  
 (u) Target Bonus. With respect to any Participant, the higher of
(x) the Participant’s target bonus under the annual bonus plan applicable to the Participant immediately prior to the Change in Control, provided that if no target bonus has been established for such year under such plans, the year
immediately preceding the year in which the Change in Control occurs or (y) the Participant’s target bonus under the annual bonus plan applicable to the Participant in effect at any time after the Change in Control. 
  
 (v) Tier Level. As defined in Section 3.1. 
  
 ARTICLE III 
 ELIGIBILITY 
  
 3.1 Participation. Each Employee who is designated by the Board as a “Section 16 officer” shall be eligible to be a Participant in the Plan. The Plan Committee may also designate any other Employee as a Participant. In the
event the Plan Committee designates certain Participants by job title, position, function or responsibilities, an Employee who is appointed to such a position after the Effective Date of this Plan shall be eligible as a Participant upon the 

  

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date he or she begins his or her duties in such position, unless otherwise determined by the Plan Committee. The Plan Committee shall designate each
Participant in the Plan as a member of a specific tier for the purposes of calculating the Participants’ Separation Benefit under this Plan (“Tier Level”). Exhibit A, attached hereto and made a part hereof, sets forth the initial
Participants and their respective Tier Levels, which may be amended from time to time in accordance with the terms of the Plan. 
  
 3.2 Duration of Participation. Subject to Article VI, an Employee shall cease to be a Participant in the Plan when he or she (i) ceases to be
an Employee or (ii) ceases to be designated by the Board as a “Section 16 officer” or (iii) ceases to be designated by the Board as a Participant (unless, in the case of clause (ii), the Plan Committee specifically determines
that the Employee shall remain a Participant). Notwithstanding the foregoing, a Participant who is entitled, as a result of ceasing to be an Employee under the circumstances set forth in Section 4.1, to payment of a Separation Benefit or any
other amounts under the Plan shall remain a Participant in the Plan until the full amount of the Separation Benefit and any other amounts payable under the Plan have been paid to the Participant. 
  
 ARTICLE IV 
 SEPARATION BENEFITS 
  
 4.1 Right to Separation Benefit. Except as otherwise provided in Section 4.4 with respect to the benefits thereunder, which shall be provided regardless of whether a Participant incurs a termination of
employment, a Participant shall be entitled to receive from the Company a Separation Benefit in the amount provided in Section 4.2 if, within the two year period following the Change in Control, (i) a Participant’s employment is
terminated by the Company without Cause (other than by reason of the Participant’s death or Disability) or (ii) a Participant’s employment is terminated by the Participant for Good Reason; provided, that if the termination
described in clause (i), or the event constituting Good Reason giving rise to the termination described in clause (ii), as applicable, occurs before such Change in Control but the Participant can reasonably demonstrate that such termination or
event, as applicable, occurred at the request of a third party who had taken steps reasonably calculated to effect a Change in Control, the termination or event, as applicable, will be treated for all purposes of this Plan as having occurred
immediately following the Change in Control. Notwithstanding the foregoing, in no event shall any benefits be provided to a Participant under this Plan unless the Participant has executed and not revoked a restrictive covenant and release agreement
in the form attached hereto as Exhibit B. 
  
 4.2
Separation Benefits. 
  
 (a) In General. If a
Participant’s employment is terminated in circumstances entitling him or her to a Separation Benefit as provided in Section 4.1, the Company shall pay such Participant a lump sum in cash, within thirty (30) days of the date such
termination takes effect (the “Date of Termination”), a Separation Benefit equal to the product of (a) the sum of the Participant’s Required Base Salary and the Participant’s Target Bonus and (b) the Separation
Multiplier shown in Table 1 as determined by the Participant’s designated Tier Level. 
  

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 Table 1 
  

			
	 Tier Level

	 	 Separation Multiplier


	I	 	300%
	II	 	200%
	III	 	100%

  
 (b) Accrued
Incentive Pay. In addition, if a Participant’s employment is terminated in circumstances entitling him or her to a Separation Benefit as provided in Section 4.1, the Company shall pay such Participant a lump sum in cash, within 30 days
after the Date of Termination, in an amount equal to the sum of: (a) the amount of any unpaid annual bonus under the MIP or any successor plan or award under the LTIP or any successor plan for any completed performance period, (b) the
product of (x) the Target Bonus and (y) a fraction, the numerator of which is the number of days in the bonus year in which the Date of Termination occurs through the Date of Termination and the denominator of which is 365, and (c) an
award under the LTIP for each applicable performance cycle the year in which the Date of Termination occurs to the extent provided in the LTIP. 
  
 (c) Welfare and Other Benefits. In addition, during the Welfare Benefit Period or such longer period as may be provided by the terms of the
appropriate plan, program, practice or policy, the Company shall provide to a Participant entitled to a Separation Benefit, continued health care, dental and life insurance for the Participant and/or the Participant’s family at least equal to,
and at the same cost to the Participant and/or the Participant’s family, as those that would have been provided to them in accordance with the plans, programs, practices and policies in effect as of immediately prior to a Change in Control or,
if more favorable to the Participant, as in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliates and their families; provided, however, that notwithstanding the Welfare Benefit
Period, such medical and other welfare benefits shall terminate upon such time as the Participant becomes reemployed with another employer and is eligible to receive such benefits under another employer provided plan. For the purposes of this
Section 4.2(b), the term “Welfare Benefit Period” shall mean (i) for Participants designated as Tier Level I, three years; (ii) for Participants designated as Tier Level II, two years; and (iii) for Participants
designated as Tier Level III, one year; provided, however, that in no event will the Welfare Benefit Period for any Participant extend beyond December 31 of the year that is two years after the calendar year in which the Date of Termination
occurs. By way of example, if the Date of Termination for a Participant designated as Tier Level I is March 1, 2006, the Welfare Benefit Period for such Participant will extend from March 1, 2006, through December 31, 2008. The
Participant’s entitlement to COBRA continuation coverage under Section 4980B of the Code (“COBRA Coverage”) shall not be offset by the provision of benefits under this Section 4.2(c) and the period of COBRA Coverage shall
commence at the end of the Welfare Benefit Period , during which the Participant receives benefits under this Section 4.2(c). A Participant entitled to a Separation Benefit will also be entitled to participate in the Company’s
outplacement assistance 

  

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program, provided by the Company’s selected outplacement services firm, as in effect under the Company’s policy applicable to the Participant on
the date of the Change in Control, for a period of one (1) year following his or her Date of Termination. In addition, to the extent a Participant entitled to a Separation Benefit was eligible to receive financial counseling benefits under the
Company’s policy in effect at the time of a Change in Control, such Participant shall be entitled to receive such financial counseling benefits for a period of one (1) year following his or her Date of Termination. 
  
 4.3 Other Benefits Payable. The Separation Benefit provided pursuant
to Section 4.2 above shall be provided in addition to, and not in lieu of, all other accrued or vested or earned but deferred compensation, rights, options or other benefits which may be owed to a Participant upon or following termination,
including but not limited to accrued vacation or sick pay, reimbursement for business expenses previously incurred, amounts or benefits payable under any bonus or other compensation plans, the MIP, the LTIP, stock option plan, stock ownership plan,
stock purchase plan, life insurance plan, health plan, disability plan or similar or successor plan, other than any severance plan, program, agreement or arrangement, including but not limited to the NCR Workforce Redeployment Plan, unless such
plan, program, agreement or arrangement has a specific reference to this Section 4.3. Stock options and other stock awards under the NCR Management Stock Plan will vest and become payable or exercisable upon the occurrence of a Change in
Control to the extent provided in that plan. 
  
 4.4 Tax
Gross-Up. 
  
 (a) Anything in this Plan to the contrary
notwithstanding and except as set forth below, in the event it shall be determined that any Payment would be subject to the Excise Tax, then the Participant shall be entitled to receive an additional payment (the “Gross-Up Payment”) in an
amount such that, after payment by the Participant of all taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and
Excise Tax imposed upon the Gross-Up Payment, the Participant retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 4.4(a), if it shall be
determined that the Participant is entitled to the Gross-Up Payment, but that the Parachute Value of all Payments does not exceed 110% of the Safe Harbor Amount, then no Gross-Up Payment shall be made to the Participant and the amounts payable under
this Plan shall be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount. The reduction of the amounts payable hereunder, if applicable, shall be made by first reducing the payments under
Section 4.2(a), unless an alternative method of reduction is elected by the Participant, and in any event shall be made in such a manner as to maximize the Value of all Payments actually made to the Participant. For purposes of reducing the
Payments to the Safe Harbor Amount, only amounts payable under this Plan (and no other Payments) shall be reduced. If the reduction of the amount payable under this Plan would not result in a reduction of the Parachute Value of all Payments to the
Safe Harbor Amount, no amounts payable under the Plan shall be reduced pursuant to this Section 4.4(a). Notwithstanding anything in this Plan to the contrary, the Company’s obligations under this Section 4.4 shall not be conditioned
upon the Participant’s termination of employment. By way of example, in the event of a Change In Control which does not result in a Participant’s termination of employment or entitlement to a Separation Benefit under this Plan, but which
causes the accelerated vesting of such Participant’s stock options under a separate plan giving rise to an Excise Tax, the Company’s obligations under this Section 4.4 shall apply with respect to such accelerated vesting. 

 

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 (b) Subject to the provisions of Section 4.4(c), all determinations required to be made under this
Section 4.4, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company’s then current independent
outside auditors, or such other nationally recognized certified public accounting firm as may be designated by the Plan Committee immediately prior to a Change In Control (the “Accounting Firm”). The Accounting Firm shall provide detailed
supporting calculations both to the Company and the Participant within 15 business days of the receipt of notice from the Participant that there has been a Payment or such earlier time as is requested by the Company. In the event that the Accounting
Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Plan Committee may appoint another nationally recognized accounting firm to make the determinations required hereunder (which
accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 4.4, shall be paid by
the Company to the Participant within 5 days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Participant. As a result of uncertainty in the application of
Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made (the “Underpayment”),
consistent with the calculations required to be made hereunder. In the event the Company exhausts its remedies pursuant to Section 4.4(c) and the Participant thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Participant. 
  
 (c) The Participant shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful,
would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than 10 business days after the Participant is informed in writing of such claim. The Participant shall apprise
the Company of the nature of such claim and the date on which such claim is requested to be paid. The Participant shall not pay such claim prior to the expiration of the 30-day period following the date on which the Participant gives such notice to
the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Participant in writing prior to the expiration of such period that the Company desires to contest such
claim, the Participant shall: 
  
 (i) give the
Company any information reasonably requested by the Company relating to such claim, 
  
 (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time,
including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, 
  

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 (iii) cooperate with the Company in good faith in order effectively to contest such
claim, and 
  
 (iv) permit the Company to
participate in any proceedings relating to such claim; 
  
 provided,
however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest, and shall indemnify and hold the Participant harmless, on an after-tax basis,
for any Excise Tax or income tax (including interest and penalties) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 4.4(c), the Company shall control
all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may,
at its sole discretion, either pay the tax claimed to the appropriate taxing authority on behalf of the Participant and direct the Participant to sue for a refund or contest the claim in any permissible manner, and the Participant agrees to
prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that, if the Company pays such
claim and directs the Participant to sue for a refund, the Company shall indemnify and hold the Participant harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties) imposed with respect to such payment or
with respect to any imputed income in connection with such payment; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Participant with respect to which such
contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which the Gross-Up Payment would be payable hereunder, and the
Participant shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. 
  
 (d) If, after the receipt by the Participant of a Gross-Up Payment or payment by the Company of an amount on the Participant’s behalf pursuant to
Section 4.4(c), the Participant becomes entitled to receive any refund with respect to the Excise Tax to which such Gross-Up Payment relates or with respect to such claim, the Participant shall (subject to the Company’s complying with the
requirements of Section 4.4(c), if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment by the Company of an amount on the
Participant’s behalf pursuant to Section 4.4(c), a determination is made that the Participant shall not be entitled to any refund with respect to such claim and the Company does not notify the Participant in writing of its intent to
contest such denial of refund prior to the expiration of 30 days after such determination, then the amount of such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. 
  
 (e) Notwithstanding any other provision of this Section 4.4, the
Company may, in its sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of the Participant, all or any portion of any Gross-Up Payment, and the Participant hereby consents
to such withholding. 
  

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 (f) Definitions. The following terms shall have the following meanings for purposes of this
Section 4.4. 
  
 (i) “Excise Tax”
shall mean the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax. 
  
 (ii) “Parachute Value” of a Payment shall mean the present value as of the date of the change of control for purposes of
Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2), as determined by the Accounting Firm for purposes of determining whether and to what extent the Excise Tax
will apply to such Payment. 
  
 (iii) A
“Payment” shall mean any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Participant, whether paid or payable pursuant to this Plan or
otherwise. 
  
 (iv) The “Safe Harbor
Amount” means 2.99 times the Participant’s “base amount,” within the meaning of Section 280G(b)(3) of the Code. 
  
 (v) “Value” of a Payment shall mean the economic present value of a Payment as of the date of the change of control for
purposes of Section 280G of the Code, as determined by the Accounting Firm using the discount rate required by Section 280G(d)(4) of the Code. 
  
 4.5 Payment Obligations Absolute. Except as otherwise provided in Section 4.2(c), the Company’s obligation to make the payments provided
for in this Plan and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense, or other claim, right or action that the Company may have against a Participant or others. In no event shall
a Participant be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Participant under any of the provisions of this Plan, and such amounts shall not be reduced whether or not the
Participant obtains other employment. 
  
 4.6
Section 409A. Notwithstanding the foregoing provisions of this Article IV, to the extent required in order to comply with Section 409A of the Code, amounts and benefits to be paid or provided under this Article IV shall be paid or
provided to the Participants on the first business day after the date that is six months following the Participant’s Date of Termination. 
  
 ARTICLE V 
 SUCCESSOR TO COMPANY

  
 This Plan shall bind any successor of or to the Company, its
assets or its businesses (whether direct or indirect, by purchase, merger, consolidation or otherwise), in the same manner and to the same extent that the Company would be obligated under this Plan if no succession had taken place. In the case of
any transaction in which a successor would not by the foregoing provision or by operation of law be bound by this Plan, the Company shall require 

  

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such successor expressly and unconditionally to assume and agree to perform the Company’s obligations under this Plan, in the same manner and to the
same extent that the Company would be required to perform if no such succession had taken place. The term “Company,” as used in this Plan, shall mean the Company as hereinbefore defined and any successor or assignee to the business or
assets which by reason hereof becomes bound by this Plan. 
  
 ARTICLE VI 
 DURATION, AMENDMENT AND TERMINATION 
  
 6.1 Duration. The Plan shall continue in effect from the Effective Date through December 31, 2007 (the
“Termination Date”); provided, however, that, unless previously terminated, the Plan shall be automatically extended so as to terminate one year from the Termination Date, unless the Board determines, through a resolution
duly adopted by a majority of the entire membership of the Board no later than ninety (90) days prior to the expiration of the then current term, that the Plan shall not be extended, in which event the Plan shall terminate at the expiration of
the then current term. In the event that a Change of Control occurs within one year following a termination, the Plan shall not so terminate. If a Change in Control occurs, this Plan shall continue in full force and effect and shall not terminate or
expire until after all Participants who become entitled to any payments hereunder shall have received such payments in full and all adjustments required to be made pursuant to Section 4.4 have been made. 
  
 6.2 Amendment and Termination. The Plan may be amended in any respect
by resolution adopted by a majority of the Board; provided, however, in the event that a Change in Control occurs within one year following an amendment to the Plan that would adversely affect the rights or potential rights of Participants, the
amendment will not be effective. In anticipation of or on or following a Change in Control, the Plan shall no longer be subject to amendment, change, substitution, deletion, revocation or termination in any respect which adversely affects the rights
of Participants without the consent of each Participant so affected. For the avoidance of doubt, removal of a Participant as a Participant (other than as a result of the Participant ceasing to be an Employee) or a decrease in the Participant’s
Tier Level shall be deemed to be an amendment of the Plan which adversely affects the right of the Participant. 
  
 6.3 Form of Amendment. The form of any amendment or termination of the Plan shall be a written instrument signed by a duly authorized officer or
officers of the Company, certifying that the amendment or termination has been approved by the Board. An amendment of the Plan in accordance with the terms hereof shall automatically effect a corresponding amendment to all Participants’ rights
and benefits hereunder. A termination of the Plan shall in accordance with the terms hereof automatically effect a termination of all Participants’ rights and benefits hereunder. 
  
 ARTICLE VII 
 MISCELLANEOUS 
  
 7.1 Determinations of the
Plan Committee; Dispute Resolution. Any interpretation or construction of, or determination or action by, the Plan Committee with respect to the Plan and its administration shall be binding upon any and all parties and persons affected thereby,
subject to the exclusive appeal procedure set forth herein, except for any interpretation 

  

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or construction of, or determination or action by, the Plan Committee relating to whether a Participant has “Good Reason” to resign, which shall
not be determined by the Plan Committee but instead shall be subject to de novo review. If any person eligible to receive benefits under the Plan, or claiming to be so eligible, believes he or she is entitled to benefits in an amount greater than
those which he or she has received (a “Claimant”), he or she may file a claim in writing with the NCR Pension and Benefits Committee (“PBC”). The PBC shall review the claim and, within 90 days after the claim is filed, shall give
written notice to the Claimant of the decision. If the claim is denied, the notice shall give the reason for the denial, the pertinent provisions of the Plan on which the denial is based, a description of any additional material or information
necessary for the Claimant to perfect the claim and an explanation of why such material or information is necessary, and an explanation of the claim review procedure under the Plan. Any person who has had a claim for benefits denied by the PBC shall
have the right to request review by the Plan Committee. Such request must be in writing, and must be made within 60 days after such person is advised of the denial of benefits. If written request for review is not received within such 60 day period,
the Claimant shall forfeit his or her right to review. The Plan Committee shall review claims that are appealed, and may hold a hearing if it deems necessary, and shall issue a written notice of the final decision. Such notice shall include specific
reasons for the decision and specific references to the pertinent Plan provisions on which the decision is based. The decision shall be final and binding upon the Claimant and the Plan Committee and all other persons involved. Any dispute or
controversy arising under or in connection with this Plan and not resolved through the foregoing process shall be settled exclusively by arbitration in the City of Dayton, Ohio, in accordance with the rules of the American Arbitration Association
then in effect. In addition, and as an exclusive alternative to the filing of a claim with the PBC, a Claimant may seek to resolve a dispute or controversy by filing a claim in arbitration without first seeking the review of the PBC or Plan
Committee. The arbitrator may award only those damages which are consistent with the terms of this Plan, and shall not have authority to award punitive damages. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

  
 7.2 Indemnification. If a Participant institutes any
legal action in seeking to obtain or enforce, or is required to defend in any legal action the validity or enforceability of, any right or benefit provided by this Plan, the Company shall reimburse the Participant for all reasonable costs and
expenses relating to such legal action, including reasonable attorney’s fees and expenses incurred by such Participant, unless a court or other finder of fact having jurisdiction thereof makes a determination that the Participant’s
position was frivolous. In no event shall the Participant be required to reimburse the Company for any of the costs and expenses relating to such legal action. The Company’s obligations under this Section 7.2 shall survive the termination
of this Plan. 
  
 7.3 Employment Status. This Plan does not
constitute a contract of employment or impose on the Participant or the Company any obligation to retain the Participant as an Employee, to change the status of the Participant’s employment, or to change the Company’s policies or those of
its Subsidiaries’ regarding termination of employment. 
  
 7.4 Validity and Severability. The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision of the Plan, which shall remain in full force and effect, and any
prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 
  

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 7.5 Section 409A Savings Clause. If any compensation or benefits provided by this Plan may
result in the application of Section 409A of the Code, the Company shall modify the Plan in the least restrictive manner necessary in order to exclude such compensation from the definition of “deferred compensation” within the meaning
of such Section 409A or in order to comply with the provisions of Section 409A, other applicable provision(s) of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and without any
diminution in the value of the payments to the Participants. 
  
 7.6 Governing Law. The validity, interpretation, construction and performance of the Plan shall in all respects be governed by the laws of Maryland, without reference to principles of conflict of law, and to the extent not preempted
by ERISA. 
  
 7.7 Trust. The Compensation Committee may
establish a trust with a bank trustee, for the purpose of paying benefits under this Plan. If so established, the trust shall be a grantor trust subject to the claims of the Company’s creditors and shall, immediately prior to a Change in
Control, be funded in cash or common stock of the Company or such other assets as the Compensation Committee deems appropriate with an amount equal to 120 percent of the aggregate benefits payable under this Plan (including without limitation any
required Gross-Up Payments) assuming that all Participants in the Plan incurred a termination of employment entitling them to Separation Benefits immediately following the Change in Control. 
  
 7.8 Withholding. The Company may withhold from any amount payable or
benefit provided under this Plan such Federal, state, local, foreign and other taxes as are required to be withheld pursuant to any applicable law or regulation. 
  
 IN WITNESS WHEREOF, the NCR Corporation Change in Control Severance Plan is adopted effective January 1, 2006.

  

			
	NCR Corporation
		
	By:	 	 /s/ Christine Wallace


	 	 	 Christine Wallace, Senior Vice President,
 Human
Resources



  

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 Exhibit A 
 Participants and Tier Levels 
  
 The following positions are the initial Participants, and their respective Tier Levels, under this Plan: 
  

			
	 Participant

	  	 Tier Level


	 President and Chief Executive Officer
	  	 I

	 Senior Vice President and Chief Financial Officer
	  	 I

	 Senior Vice President, Financial Solutions Division
	  	 I

	 Senior Vice President, Retail Solutions Division
	  	 I

	 Senior Vice President, Teradata Division
	  	 I

	 Senior Vice President, Worldwide Customer Services
	  	 I

	 Senior Vice President, General Counsel and Secretary
	  	 II

	 Senior Vice President, Human Resources
	  	 II

	 Senior Vice President and Chief Administrative Officer
	  	 II

	 Vice President and General Manager, Systemedia Division
	  	 II

	 Vice President and General Manager, Payment Solutions
	  	 II

	 Vice President and Chief Communications Officer
	  	 II


  

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 Exhibit B 
 Form of 
 GENERAL RELEASE 
  

	1.	In consideration of the payments and benefits to which
                     (the “Participant”) is entitled from the NCR Corporation Change in Control Severance Plan (the
“Plan”) as set forth on Schedule A hereto, the Participant for himself, his heirs, administrators, representatives, executors, successors and assigns (collectively “Releasors”) does hereby irrevocably and unconditionally release,
acquit and forever discharge NCR Corporation (the “Company”) and its subsidiaries, affiliates and divisions (the “Affiliated Entities”) and their respective predecessors and successors and their respective, current and former,
trustees, officers, directors, partners, shareholders, agents, employees, consultants, independent contractors and representatives, including without limitation all persons acting by, through, under or in concert with any of them (collectively,
“Releasees”), and each of them from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, remedies, actions, causes of action, suits, rights, demands, costs, losses, debts and
expenses (including attorneys’ fees and costs) of any nature whatsoever, known or unknown, whether in law or equity and whether arising under federal, state or local law and in particular including any claim for discrimination based upon race,
color, ethnicity, sex, age [(including the Age Discrimination in Employment Act of 1967)], national origin, religion, disability, or any other unlawful criterion or circumstance, relating to the Participant’s employment or termination thereof,
which the Participant and Releasors had, now have, or may have in the future against each or any of the Releasees from the beginning of the world until the date hereof (the “Execution Date”). 

  

	2.	[The Participant acknowledges that: (i) this entire agreement is written in a manner calculated to be understood by him; (ii) he has been advised to consult with an
attorney before executing this agreement; (iii) he was given a period of [forty-five][twenty-one] days within which to consider this agreement; and (iv) to the extent he executes this agreement before the expiration of the
[forty-five][twenty one]-day period, he does so knowingly and voluntarily and only after consulting his attorney. The Participant shall have the right to cancel and revoke this agreement during a period of seven days following the Execution Date,
and this agreement shall not become effective, and no money shall be paid hereunder, until the day after the expiration of such seven-day period. The seven-day period of revocation shall commence upon the Execution Date. In order to revoke this
agreement, the Participant shall deliver to the Company, prior to the expiration of said seven-day period, a written notice of revocation. Upon such revocation, this agreement shall be null and void and of no further force or effect.]


  

	3.	 Notwithstanding anything else herein to the contrary, this Release shall not affect: the obligations of the Company set forth in the Plan or other obligations that,
in each case, by their terms, are to be performed after the date hereof (including, without limitation, obligations to Participant under any stock option, stock award or agreements or obligations under any pension plan or other benefit or deferred
compensation plan, all of which shall remain in effect in accordance with their terms); obligations to indemnify the Participant respecting acts or omissions in connection with the Participant’s service as a director, officer or employee of the
Affiliated Entities; obligations with respect to insurance coverage under any of the Affiliated 



  

 -17- 








 
Entities’ (or any of their respective successors) directors’ and officers’ liability insurance policies; or any right Participant may have to
obtain contribution in the event of the entry of judgment against Participant as a result of any act or failure to act for which both Participant and any of the Affiliated Entities are jointly responsible. 
  

	4.	The Participant agrees that for a period of eighteen months after the Date of Termination, without the prior written consent of the Chief Executive Officer of the Company, the
Participant will not (1) render services directly or indirectly to any Competing Organization (as defined below) involving the development, manufacture, marketing, advertising or servicing of any product, process, system or service upon which
the Participant worked or in which the Participant participated during the last three years of the Participant’s employment with the Company, (2) directly or indirectly recruit, hire, solicit or induce, or attempt to induce, any exempt
employee of the Company to terminate his or her employment with or otherwise cease his or her relationship with the Company, (3) canvass or solicit business with any firm or company with whom the Participant worked during the preceding five
years while employed by the Company, including customers of the Company, or (4) disclose to any third party any of the Company’s confidential, technical, marketing, business, financial or other information not publicly available. As used
in this paragraph 4, “Competing Organization” means an organization identified by the Chief Executive Officer of the Company and set forth on Schedule B as such Schedule may be updated or augmented from time to time, provided that in no
event shall any organizations be added to Schedule B in anticipation of, on or following a Change in Control. In the event that a Change in Control occurs within one year following the addition of any organizations to Schedule B, such organization
shall not be considered to be a “Competing Organization” for any purpose. The Participant understands that if the Participant breaches this section, the Company may sustain irreparable injury and may not have an adequate remedy at law. As
a result, the Participant agrees that in the event of the Participant’s breach of this section, the Company may, in addition to any other remedies available to it, 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. 

  

	5.	This Agreement shall be construed, enforced and interpreted in accordance with and governed by the laws of the State of Maryland, without reference to its principles of conflict of
laws. 

  

	6.	It is the intention of the parties hereto that the provisions of this Agreement shall be enforced to the fullest extent permissible under all applicable laws and public policies,
but that the unenforceability or the modification to conform with such laws or public policies of any provision hereof shall not render unenforceable or impair the remainder of the Agreement. Accordingly, if any provision shall be determined to be
invalid or unenforceable either in whole or in part, this Agreement shall be deemed amended to delete or modify as necessary the invalid or unenforceable provisions to alter the balance of this Agreement in order to render the same valid and
enforceable. 

  

	7.	This Agreement may not be orally canceled, changed, modified or amended, and no cancellation, change, modification or amendment shall be effective or binding, unless in writing and
signed by both parties to the Agreement. 

  

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	8.	If the Participant institutes any legal action in seeking to obtain or enforce, or is required to defend in any legal action the validity or enforceability of, any right or benefit
provided by the Plan, the Company shall reimburse the Participant for all reasonable costs and expenses relating to such legal action, including reasonable attorney’s fees and expenses incurred by such Participant, unless a court or other
finder of fact having jurisdiction thereof makes a determination that the Participant’s position was frivolous. In no event shall the Participant be required to reimburse the Company for any of the costs and expenses relating to such legal
action. 

  

	9.	Capitalized terms used but not defined herein shall have the meaning set forth in the Plan. 

  

 -19- 








 IN WITNESS WHEREOF, the undersigned parties have executed this Agreement, which includes a release.

  

			
	NCR CORPORATION
		
	By:	 	  


	[name]	 	 
	[title]	 	 
	
	PARTICIPANT
	
	 Voluntarily Agreed to and Accepted this      day of
                     20    
  

 [                    ]



  

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 Schedule A 
 Benefits Payable to Participant 
  

 -21-