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
1
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
2
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
Par
