NCR Mid-Career Hire Supplemental Pension Plan, Amended and Restated



 EXHIBIT 10.26.4 
 NCR 
 MID-CAREER HIRE SUPPLEMENTAL PENSION PLAN 
 Amended and Restated Effective December 31, 2008 
 WHEREAS, this Plan was
originally adopted effective as of January 1, 1995, and has been amended from time to time; and 
 WHEREAS, to comply with final
regulations issued under Section 409A of the Code, the Company desires to amend and restate the Plan; 
 NOW THEREFORE, the Plan
is hereby amended and restated in its entirety, as set forth herein, effective as of December 31, 2008. 
 ARTICLE I 
 Definitions 
  
  
 Wherever used herein, the
following terms have the meanings indicated: 
 1.1 “Board of Directors” means the Board of Directors of the Company. 
 1.2 “Code” means the Internal Revenue Code of 1986, as amended. 
 1.3 “Company” means NCR Corporation, a Maryland corporation, and its subsidiaries. 
 1.4
“409A Committee” means the administrative committee designated by the Senior Vice President, Human Resources of the Company. 
 1.5
“Participant” means each individual who participates in the Plan in accordance with Article II. 
 1.6 “Plan” means the
NCR Mid-Career Hire Supplemental Pension Plan as set forth in this document, and in any amendments from time to time made hereto. 
 1.7
“Pension Plan” means the NCR Pension Plan. 
 1.8 “Separation from Service” means a termination of employment with the
Company and its affiliated group in such a manner as to constitute a “separation from service” as defined under Section 409A of the Code (for this purpose, the term “affiliated group” shall be interpreted in a manner
consistent with the definition of “service recipient” contained in Section 409A of the Code). To the extent permitted by Section 409A of the Code, the 409A Committee retains discretion, in the event of a sale or other disposition
of assets, to specify whether a Participant who provides services to the purchaser immediately after the transaction has incurred a Separation from Service. If a Participant was an employee of the Company or its affiliated group immediately prior to
the spin-off of Teradata Corporation by the Company and an employee of Teradata Corporation or its affiliated group immediately after the spin-off, then solely for purposes of determining when that Participant has incurred a Separation from Service,
the 

  

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term “Company” as used in this Section 1.8 shall mean Teradata Corporation, instead of NCR Corporation. 
 ARTICLE II 
 Eligibility and Participation

  
  
 2.1 Eligibility. An individual is eligible to participate in the Plan if he or she is hired by the Company for the first time on or after January 1,
1994 in a full-time position, at age 35 or older, in a D-Band or higher position. An individual will also be eligible for the Plan if he or she transferred to the Company, from AT&T Corp. prior to January 1, 1997 and was a participant in
the AT&T Mid-Career Pension Plan at the time of transfer. 
 Certain individuals hired prior to January 1, 1994, who are listed in
Appendix A, are also eligible to participate in the Plan. 
 In addition to the above, individuals may be designated as participants in the
Plan by signature of the Chief Executive Officer or the Senior Vice President, Global Human Resources on an amended Appendix B to this Plan. 
 Notwithstanding the above, effective June 1, 2002, no new participants will be admitted to the Plan. 
 2.2 Participation. An
individual will become a Participant eligible to receive a benefit from this Plan if he or she retires or terminates employment with the Company while serving in an E-Band or higher position, and his or her service for NCR in that capacity equals or
exceeds five years. For individuals who transferred to NCR from AT&T Corp. on or after September 13, 1991 and before January 1, 1997, service with AT&T Corp. prior to such transfer will count as service with NCR for this purpose.
Notwithstanding the above, effective January 1, 2006, individuals who are eligible to participate in the Plan on December 31, 2005, shall continue to be eligible to participate in the Plan, regardless of any subsequent changes in their
band or grade level, and shall be entitled to a benefit from this Plan if they terminate from the Company with five or more years of service, regardless of band or grade level. 
 2.3 Forfeiture of Benefits. All benefits to which a Participant would otherwise be eligible shall be forfeited if the Participant, without the consent of
NCR, while employed by NCR or after termination of such employment, the Participant becomes associated with, employed by or renders services to, or owns an interest in (other than as a shareholder with a nonsubstantial interest in such business)
that is in competition with NCR. 
 All benefits to which a Participant would otherwise be eligible shall also be forfeited if a Participant
is terminated by NCR for cause, or is determined by the Board to have engaged in misconduct in connection with the Participant’s employment with NCR. 
 ARTICLE III 
 Benefits 
  
  
 3.1 Benefit. Each Participant shall be entitled to a benefit under this Plan expressed as a single life annuity with a monthly payment equal to 1/12th of
the Participant’s number of Pension Credit Years 

  

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multiplied by 1% of the Participant’s Modified Average Pay. The benefit shall be reduced for early retirement using the early retirement tables in the
NCR Pension Plan. Effective December 31, 2006, no additional benefits shall accrue under the Plan and the calculation of benefits accrued as of December 31, 2006 shall be based on service and compensation as of such date. 
 3.2 Pension Credit Years. A Participant shall accrue a “Pension Credit Year” for each 12-month period of full-time employment with the Company,
up to a maximum which equals the number of years between the Participant’s age 30 and the Participant’s age when hired by the Company. 
 3.3 Modified Average Pay. “Modified Average Pay” means a Participant’s Modified Average Pay determined for purposes of the Participant’s benefit under the Pension Plan. 
 3.4 Death Benefits. Notwithstanding any election by a Participant pursuant to Section 4.1(b), if an individual eligible for benefits from this Plan
dies before (1) retirement, if the Participant is a Grandfathered Participant, or (2) commencement of benefits pursuant to Section 4.1(b)(i), if the Participant is a Covered Participant, but after becoming eligible to receive a
benefit from this Plan, a death benefit will be paid to the individual’s spouse (if any), if the spouse is living at the time the death benefit is to commence. The benefit shall equal the survivor benefit that would have been payable to the
spouse from the Plan if the Participant had retired on the day before the date of death and selected a 50% joint and survivor annuity. The death benefit shall be paid in equal bi-weekly installments for the life of the spouse commencing (1) for
a Grandfathered Participant, as of the later of (a) the Grandfathered Participant’s death, or (b) the date the Grandfathered Participant would have attained age 55, and (2) for a Covered Participant, as of the later of
(x) the first business day of the seventh month immediately following the Covered Participant’s death, or (y) the first business day of the month immediately following the date that the Covered Participant would have attained age 55.

 3.5 Transfer to AT&T. If an individual eligible to participate in this Plan transferred employment directly to AT&T Corp. prior to
January 1, 1997, he or she will accrue no additional Pension Credit Years after the date of such transfer, but his or her service with AT&T Corp. prior to January 1, 1997 will be counted to determine whether the individual has five
years of service in an E-Band or higher position for purposes of eligibility for a benefit from this Plan. 
 ARTICLE IV 
 Distribution of Benefits 
  
  
 4.1 (a) Grandfathered
Participants. Each Participant listed on Exhibit A, as it may be amended from time to time by the 409A Committee (a “Grandfathered Participant”), was vested in his benefit as of, and terminated employment on or before,
December 31, 2004. Therefore, the entire benefit of each Grandfathered Participant constitutes an “amount deferred” prior to January 1, 2005 within the meaning of Section 409A of the Code. Each Grandfathered Participant (or
his spouse) shall continue to receive or commence receiving his benefits under Article III at the same time and in the same form as the Participant’s (or spouse’s) benefit under the Pension Plan. Nothing contained herein is intended to
materially enhance a benefit or right existing under the Plan as in effect on October 3, 2004, or add a new material benefit or right, with respect to the Grandfathered Participants. It is intended that benefits under Article III with respect
to Grandfathered Participants shall be exempt from the application of Section 409A of the Code. 
 (b) Non-Grandfathered
Participants. Each Participant who is not a Grandfathered Participant (a “Covered Participant”) may, no later than a date specified by the 409A Committee (provided that such 

  

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date occurs no later than December 31, 2008), make the following elections on a form provided by the 409A Committee in accordance with the following
terms and conditions (and such additional terms and conditions as the 409A Committee may specify in its sole discretion): 
 (i) Except as
otherwise provided in Section 3.4 or this Article IV, each Covered Participant may elect to have his benefits under Article III commence on the later of (x) the first business day of the seventh month immediately following the Covered
Participant’s Separation from Service, or (y) the first business day of the month immediately following the attainment of an age specified by the Covered Participant between 55 and 65; provided that the Covered Participant will attain the
specified age in 2009 or later; and provided further that to the extent that a Covered Participant does not timely file an election as provided in this Section 4.1(b)(i), or such election does not comply with the Plan or the terms and
conditions established by the 409A Committee, then he will be deemed to have irrevocably elected age 55 (or for a Covered Participant that has attained at least age 55 prior to January 1, 2009, the age that such Covered Participant will attain
in 2009). The election described in this Section 4.1(b)(i) shall become irrevocable on a date specified by the 409A Committee. Once irrevocable, the election may not be changed. 
 (ii) Except as otherwise provided in Section 3.4 or this Article IV, each Covered Participant may elect to have his benefits under Article III paid
in the form of a single life annuity or an actuarially equivalent (within the meaning of Treasury Regulation § 1.409A-2(b)(2)(ii)) 50%, 75% or 100% joint and survivor annuity (determined using the actuarial assumptions of the Pension Plan),
payable in bi-weekly installments. To the extent that a Covered Participant does not timely file an election as provided in this Section 4.1(b)(ii), or such election does not comply with the Plan or the terms and conditions established by the
409A Committee, then a Covered Participant who is unmarried on the date that payments commence pursuant to Section 4.1(b)(i) will be deemed to have irrevocably elected a single life annuity, and a Covered Participant who is married on the date
that payments commence pursuant to Section 4.1(b)(i) will be deemed to have irrevocably elected a 50% joint and survivor annuity. The election described in this Section 4.1(b)(ii) shall become irrevocable on a date specified by the 409A
Committee. Notwithstanding the preceding sentence, a Covered Participant designated by the 409A Committee may elect, on a form provided by the 409A Committee and subject to such terms and conditions as the 409A Committee specifies, to change his
form of annuity to another annuity form specified in this Section 4.1(b)(ii) at any time prior to the payment commencement date. 
 (iii) The elections described in this Section 4.1(b) shall also apply to the Covered Participant’s benefits, if any, under the Retirement Plan for Officers of NCR, the NCR Officer Plan, the NCR Supplemental Pension Plan for
AT&T Transfers, and the NCR Nonqualified Excess Plan. This Section 4.1(b) is intended to comply with the requirements of Notice 2007-86 and the applicable proposed and final Treasury Regulations issued under Section 409A of the Code
and shall be interpreted in a manner consistent with such intent. Therefore, this Section 4.1(b) shall not apply to the extent that it would cause an amount otherwise payable in 2008 pursuant to the terms of the Plan (and related administrative
rules implemented to comply with Section 409A of the Code) in effect immediately prior to December 31, 2008 to be paid in a later year; instead, the amounts otherwise payable in 2008 shall continue to be paid to the Covered Participant in
accordance with the terms of the Plan (and related administrative rules implemented to comply with Section 409A of the Code) in effect immediately prior to December 31, 2008. 
 4.2 Discretionary Lump Sum Payment. Notwithstanding the foregoing, and to the extent permitted by Section 409A, the Company may, in its sole
discretion, pay the benefit of any Participant in a single lump sum payment, provided that (a) such payment results in the termination and liquidation of the entirety of the Participant’s interest in the Plan (and any other deferred
compensation arrangement of the Company that is aggregated with the Plan pursuant to Treasury Regulation § 1.409A-1(c)), (b) the 

  

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amount of such payment (determined using the actuarial assumptions applicable under the Pension Plan) does not exceed the applicable dollar amount under
Section 402(g)(1)(B) of the Code for the year in which the payment is made, and (c) with respect to a Covered Participant, in no event may a payment be accelerated following a Covered Participant’s Separation from Service to a date
that is prior to the first business day of the seventh month following the Participant’s Separation from Service (or if earlier, the date of the Participant’s death). 
 ARTICLE V 
 Unfunded Nature of the Plan 
  
  
 5.1 Unfunded Plan. This Plan shall be unfunded. The funds used for payment of benefits hereunder and of the expenses of administration hereof shall,
until such actual payment, continue to be a part of the general funds of the Company, and no person other than the Company shall, by virtue of this Plan, have any interest in any such funds. Nothing contained herein shall be deemed to create a trust
of any kind or create any fiduciary relationship. To the extent that any person acquires a right to receive payments from the Company under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Company.

 ARTICLE VI 
 Administration of
the Plan 
  
  
 6.1 Plan Administrator. The Plan shall be administered by the Company. The Company shall have the exclusive authority and responsibility for all matters
in connection with the operation and administration of the Plan. The Company shall have all powers necessary or appropriate to carry out its duties, including the discretionary authority to interpret the provisions of the Plan and the facts and
circumstances of claims for benefits. Decisions of the Company shall be final and binding on all parties. 
 6.2 Delegation of Administrative
Duties. The Company may, from time to time, delegate to any person or persons or organizations any of its rights, powers, and duties with respect to the operation and administration of the Plan. 
 6.3 Determination of Eligibility. In all questions relating to age and service for eligibility for any benefit hereunder, or relating to term of
employment and rates of pay for determining benefits, the decisions of the Company, based upon this Plan and the records of the Company, shall be final and binding. 
 ARTICLE VII 
 Amendments and Termination 
  
  
 7.1 This Plan shall terminate when all benefits payable under the terms of the Plan have been paid. The Board of Directors in its discretion may amend or
terminate the Plan at any time, provided, however, that (a) no such action shall adversely affect the right of any Participant (or spouse) to a benefit to which he or she has become entitled pursuant to this Plan, (b) no amendment or
termination may accelerate the payment of a benefit hereunder except as permitted by Section 409A of the Code, and (c) no amendment 

  

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may be made, to the extent that it would result in a material modification (within the meaning of Section 409A of the Code) of the benefit of any
Covered Participant described in Section 4.1(a) of the Plan. 
 ARTICLE VIII 
 Miscellaneous 
  
  
 8.1 Governing Law. This Plan
shall be construed in accordance with the laws of the State of Ohio. 
 8.2 Severability. If any provision of this Plan shall be held illegal
or invalid for any reason, the remaining provisions shall continue to be fully effective. 
 8.3 No Additional Rights. Participation in this
Plan shall not give to any employee the right to be retained in the employ of the Company nor any right or interest in this Plan other than as herein specifically provided. No employee shall have any right to a benefit under this Plan unless he or
she meets the conditions specified in Sections 2.1 and 2.2. 
 8.4 Expenses. Expenses of the Plan shall be paid by the Company. 

8.5 Facility of Payment. Any payment to a Participant or spouse of a Participant or the legal representative of either, in accordance with the terms
of this Plan, shall to the extent thereof be in full satisfaction of all claims such person may have against the Company hereunder, which may require such payee, as a condition to such payment, to execute a receipt and release therefor in such form
as shall be determined by the Company. Any release of claims provided pursuant to this Section 8.5 must be executed and delivered to the Company, and must become effective and irrevocable in accordance with its terms, prior to the payment
commencement date determined under this Plan. 
 8.6 Single Bi-Weekly Payment. The benefit payable from this Plan and any benefits to which a
Participant is entitled from other nonqualified plans sponsored by the Company may be combined and paid by a single bi-weekly check, in the discretion of the Company. 
 8.7 Exemption From ERISA. This Plan is intended to qualify for exemption from Parts II, III and IV of the Employee Retirement Income Security Act of 1974 (“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. 
 8.8 This Section 8.8 applies only to Covered Participants described in Section 4.1(b) of the Plan. It is intended that the Plan shall 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, and the Company shall not take any action that would be inconsistent with such intent. Without limiting the foregoing, benefits provided under this Plan may not be
deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax on a Participant under Section 409A of the Code. Although the Company shall use its best efforts to avoid the imposition
of taxation, interest and penalties under Section 409A of the Code, the tax treatment of the benefits provided under the Plan is not warranted or guaranteed. Neither the Company, its affiliates, directors, officers, employees nor its advisers
shall be held liable for any taxes, interest, penalties or other monetary amounts owed by a Participant or other taxpayer as a result of the Plan. Any reference in the Plan to Section 409A of the Code will also include any proposed, temporary
or final regulations, or any other guidance, promulgated with respect to Section 409A of the Code by the U.S. Department of Treasury or the Internal Revenue Service. The Company may, in its sole discretion, accelerate the time or schedule of a
payment under the 

  

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Plan to a time or form otherwise permitted under Section 409A of the Code in accordance with the requirements, restrictions and limitations of Treasury
Regulation Section 1.409A-3(j); provided that in no event may a payment be accelerated following a Participant’s Separation from Service to a date that is prior to the first business day of the seventh month following the
Participant’s Separation from Service (or if earlier, the date of the Participant’s death) unless otherwise provided in Treasury Regulation Section 1.409A-3(j). The Company may also, in its sole discretion, delay the time or form of
payment under the Plan to a time or form otherwise permitted under Section 409A of the Code in accordance with the requirements, restrictions and limitations of Treasury Regulation Section 1.409A-2(b)(7). 
 8.9 By accepting any benefit under the Plan, each Participant and each person claiming under or through any such Participant shall be conclusively deemed
to have indicated his acceptance and ratification of, and consent to, all of the terms and conditions of the Plan (and related administrative rules implemented to comply with Section 409A of the Code) and any action taken under the Plan by the
Board of Directors, the Compensation and Human Resource Committee of the Board of Directors, the 409A Committee or the Company or its affiliates, in any case in accordance with the terms and conditions of the Plan (and related administrative rules
implemented to comply with Section 409A of the Code). 
 IN WITNESS WHEREOF, the Company has caused this amendment and restatement of
the Plan to be executed effective as of the 31st day of December, 2008. 
  

			
	NCR CORPORATION
		
	By:	 	 /s/ Andrea Ledford

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


  

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 EXHIBIT A 
 GRANDFATHERED PARTICIPANTS 
 [Names of individual participants omitted] 
  

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