Amended and Restated NCR Change in Control Severance Plan



 EXHIBIT 10.24.2 
 Amended and Restated 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. 
 On December 31, 2008, the Plan was amended and restated in its entirety, as set forth herein, to comply with the final regulations issued under
Section 409A of the Internal Revenue Code of 1986, as amended. 







 ARTICLE I  
 ESTABLISHMENT OF PLAN 
 As of the Effective Date, the Company established the NCR Corporation Change
in Control Severance Plan. On December 31, 2008, the Plan was amended and restated in its entirety, as set forth in this document, to comply with the final regulations issued under Section 409A of the Internal Revenue Code of 1986, as
amended. 
 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 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. 
 (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. The date on which a Participant has a “separation from service” with the Company and its subsidiaries within the meaning of Section 409A of the Code. 
 (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; 
 (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. As used in this definition, the reference to “maximum award” shall mean the maximum level under the performance metrics the Compensation Committee may set in its
exercise of downward discretion as provided in the LTIP. 







 (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. As used in this definition, the reference to
“target award” shall mean the target level under the performance metrics the Compensation Committee may set in its exercise of downward discretion as provided in the LTIP. 
 (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. As used in this definition, the reference to “maximum bonus” shall mean the maximum
level under the “Management Incentive Objectives” (or any successor objectives) the Compensation Committee may set in its exercise of downward discretion as provided in the MIP. 
 (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) Release Deadline. The 60th day immediately following the Date of Termination. 
 (t) 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. 
 (u) Separation
Benefit. The benefits payable in accordance with Section 4.2 of the Plan. 
 (v) 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. As used in this definition, the reference to
“target bonus” shall mean the target level under the “Management Incentive Objectives” (or any successor objectives) the Compensation Committee may set in its exercise of downward discretion as provided in the MIP. 
 (w) 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 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, and subject to the restrictions of
Section 4.6, 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 within the six-month period ending on the date of 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, except for purposes of
Section 4.2(c), 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 a restrictive
covenant and release agreement in the form attached hereto as Exhibit B (the “Release”), the Participant has not revoked the Release, and the Release has become effective and irrevocable in accordance with its terms by the Release
Deadline. 
 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, on the first business day after the date that is six (6) months after 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, together with interest from the Date of Termination to the date of payment at the applicable federal rate under
Section 7872(f)(2)(A) of the Code in effect on the Date of Termination. 
 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, in an amount equal to the sum of: 
 (i) 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, which amount shall be paid in accordance with the applicable award agreement, but in no event later than two and one-half months after the end of the calendar year next following the calendar year for which the annual bonus is awarded;

 (ii) 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, which amount shall be paid on the first business day after the date that is six
(6) months after the Date of Termination, together with interest from the Date of Termination to the date of payment at the applicable federal rate under Section 7872(f)(2)(A) of the Code in effect on the Date of Termination; and

 (iii) an award under the LTIP for each applicable performance cycle that includes the year in which the Date of Termination occurs to the
extent provided in the LTIP or the applicable award agreement, which amount shall be paid in accordance with the LTIP or the applicable award agreement. 
 (c) Time of Payment of Certain Benefits. Notwithstanding the foregoing and subject to the restrictions of Section 4.6, in the event that a Participant’s Date of Termination occurs within two (2) years
after a Change in Control as defined herein that is also a “change in ownership”, a “change in effective control”, or a “change in the ownership of a substantial portion of the assets” of the Company (within the meaning
of Section 409A of the Code) and the Participant is not a “specified employee” (within the meaning of Section 409A of the Code) on the Date of Termination, any benefits payable to the Participant pursuant to Section 4.2(a)
and 4.2(b)(ii) shall be paid within thirty (30) days following the Release Deadline. 
 (d) Welfare and Other Benefits. 
 (i) 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(d)(i), the term
“Welfare Benefit Period” shall mean (x) for Participants designated as Tier Level I, three years; (y) for Participants designated as Tier Level II, two years; and (z) for Participants designated as Tier Level III, one year.
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(d) 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(d)(i). 
 (ii) A Participant entitled to a Separation Benefit will also be entitled to participate in the Company’s outplacement assistance 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. 







 (iii) 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. 
 (iv) The continued benefits described in this Section 4.2(d) that are taxable benefits (and that are not disability
pay or death benefit plans within the meaning of Section 409A of the Code) are intended to comply, to the maximum extent possible, with the exception to Section 409A of the Code set forth in Section 1.409A-1(b)(9)(v) of the Treasury
Regulations. To the extent that any of those benefits either do not qualify for that exception, or are provided beyond the applicable time periods set forth in Section 1.409A-1(b)(9)(v) of the Treasury Regulations, then they shall be subject to
the following additional rules: (i) any reimbursement of eligible expenses shall be paid within 30 days following the Participant’s written request for reimbursement; provided that the Participant provides written notice no later than 60
days prior to the last day of the calendar year following the calendar year in which the expense was incurred; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any calendar year shall not affect the
amount of expenses eligible for reimbursement, or in-kind benefits to be provided, during any other calendar year; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

 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), and then any payments due under
Section 4.2(b)(ii), and then any benefits due under Section 4.2(d) (with benefits or payments in any group having different payment terms being reduced on a pro-rata basis). For purposes of reducing the Payments to the Safe Harbor Amount,
only amounts payable under the Sections of this Plan identified in the immediately preceding sentence (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. 
 (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, 
 (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), to the extent permitted by law, 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, to the extent permitted by law, 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 but subject to Section 4.6, 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.
Moreover, in order to comply with Section 409A of the Code, the Company and the Participant shall take all steps reasonably necessary to ensure that any Gross-Up Payment, Underpayment or other payment or reimbursement made to the Participant
pursuant to this Section 4.4 will be paid or reimbursed on the earlier of (i) the date specified for payment under this Section 4.4, or (ii) December 31st of the year following the year in which the applicable taxes are
remitted or, in the case of reimbursement of expenses incurred due to a tax audit or litigation to which there is no remittance of taxes, the end of the calendar year following the year in which the audit is completed or there is a final and
nonappealable settlement or other resolution of the litigation in accordance with Section 409A of the Code. 
 (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(d), 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. For purposes of this Plan, “termination of employment” or
words or phrases to that effect shall mean a “separation from service” within the meaning of Section 409A of the Code. Notwithstanding the foregoing provisions of this Article IV, if the Participant is a “specified
employee,” as determined under the Company’s policy for identifying specified employees on the Date of Termination, then to the extent required in order to comply with Section 409A of the Code, all payments, benefits or reimbursements
paid or provided under this Plan that constitute a “deferral of compensation” within the meaning of Section 409A of the Code, that are provided as a result of a “separation from service” within the meaning of
Section 409A of the Code and that would otherwise be paid or provided during the first six months following such Date of Termination shall be accumulated through and paid or provided (together with interest from the Date of Termination to the
date of payment at the applicable federal rate under Section 7872(f)(2)(A) of the Code in effect on the Date of Termination), on the first business day after the date that is six months following the Participant’s Date of Termination (or,
if the Participant dies during such six-month period, within 90 days after the Participant’s death). 
 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 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; provided, however, that the Plan
shall renew automatically for 








 
successive one-year periods, 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 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 that are incurred at any time from the Effective Date through the Participant’s remaining lifetime or, if longer,
through the 20th anniversary of the Effective Date, 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. In order to comply with Section 409A of the Code, in no event shall the payments by the Company under this Section 7.2 be made later than the end of the calendar year next following the calendar year
in which such fees and expenses were incurred, provided, that the Participant shall have submitted an invoice for such fees and expenses at least 60 days before the end of the calendar year next following the calendar year in which such fees and
expenses were incurred. The amount of such legal fees and expenses that the Company is obligated to pay in any given calendar year shall not affect the legal fees and expenses that the Company is obligated to pay in any other calendar year, and the
Participant’s right to have the Company pay such legal fees and expenses may not be liquidated or exchanged for any other benefit. 
 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. 







 7.5 Section 409A Savings Clause. While the tax treatment of the payments and benefits
provided under this Plan is not warranted or guaranteed, it is intended that such payments and benefits shall either be exempt from the application of, or comply with, the requirements of Section 409A of the Code. This Plan shall be construed,
administered, and governed in a manner that effects such intent. 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. Further, to the extent that any deferred compensation (within the
meaning of Section 409A of the Code) is payable by the Company pursuant to this Plan during a designated period, no Participant shall have any right to designate the taxable year of payment of such deferred compensation. 
 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, provided, that, in the event that such
funding would result in the imposition of taxes and penalties under Section 409A of the Code with respect to any current or former Section 16 officers or any “covered employees” within the meaning of Section 162(m) of the
Code, the trust shall not be funded with respect to such individuals. 
 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 amended and restated effective December 31, 2008. 
  

			
	NCR Corporation
		
	By:	 	 /s/ Andrea Ledford

	Name:	 	Andrea Ledford
	Title:	 	Senior Vice President, Human Resources









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

			
	 Position
	  	Tier
Level
	President and Chief Executive Officer	  	I
	Executive Vice President, Industry Solutions Group	  	II
	Senior Vice President and Chief Financial Officer	  	II
	 Senior Vice President, Worldwide Sales
	  	II
	Senior Vice President, NCR Services	  	II
	Senior Vice President, Worldwide Operations	  	II
	Senior Vice President, General Counsel and Secretary	  	II
	Senior Vice President, Human Resources	  	II
	Senior Vice President and General Manager, NCR Consumables	  	II








 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 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. 

  

	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. The reimbursement of legal fees shall be subject to the procedures and restrictions set forth in Section 7.2 of the Plan. 

  

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

 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    
	
	  

	[                    ]









 Schedule A 
 Benefits Payable to Participant