EXHIBIT 10.25.3
NCR
SUPPLEMENTAL PENSION PLAN FOR AT&T
TRANSFERS
Amended and Restated Effective
December 31, 2008
PREAMBLE
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, NCR 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 “AT&T” means
AT&T Corp., a New York corporation.
1.2 “AT&T Pension
Plan” means the AT&T Management Pension Plan.
1.3 “AT&T Retirement
Plans” means the retirement plans sponsored by AT&T which
provide retirement benefits to Participants in this Plan, as
described in Section 3.3.
1.4 “Board of Directors”
means the Board of Directors of NCR.
1.5 “Code” means the
Internal Revenue Code of 1986, as amended.
1.6 “409A Committee”
means the administrative committee designated by the Senior Vice
President, Human Resources, of NCR.
1.7 “NCR” means NCR, a
Maryland corporation, and its subsidiaries.
1.8 “NCR Pension Plan”
means the NCR Pension Plan.
1.9 “NCR Savings Plan”
means the NCR Savings Plan.
1.10 “NCR Retirement
Plans” means the plans sponsored by NCR which provide
retirement benefits for Participants in this Plan, as described in
Section 3.2.
1.11 “Participant” means
each individual who participates in the Plan in accordance with
Article II.
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1.12 “Plan” means this
NCR Supplemental Pension Plan for AT&T Transfers, as set forth
in this document and in any amendments from time to time made
hereto.
1.13 “Separation from
Service” means a termination of employment with NCR 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 NCR or
its affiliated group immediately prior to the spin-off of Teradata
Corporation by NCR 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 term “Company” as used in
this Section 1.13 shall mean Teradata Corporation, instead of
NCR.
ARTICLE II
Eligibility and
Participation
2.1 Eligibility. An individual is
eligible to participate in this Plan if he or she transferred
directly from AT&T to NCR on or after January 1, 1994 and
prior to January 1, 1997, in a D-Band or higher position.
Certain individuals who transferred from AT&T to NCR prior to
January 1, 1994, who are listed in Appendix A, are also
eligible to participate in this Plan. From and after
January 1, 1997, no new participants will be added to the
Plan.
2.2 Participation. An eligible
individual shall become a Participant in this Plan when he or she
terminates employment with NCR at age 55 or older.
2.3 Forfeiture of Benefits. All
benefits for 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 for 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 Calculation of Benefit. Each
Participant shall be entitled to a benefit under this Plan
expressed as a single life annuity with an annual payment equal to
(b) minus (a) as follows:
(a) the present value of the
benefits to which the Participant is entitled to receive from the
NCR Retirement Plans.
(b) the present value of the
difference between (1) and (2) below:
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(1) the benefits which the
Participant is entitled to receive from the Participant’s
AT&T Retirement Plans, and
(2) the total benefits to which the
Participant would have been entitled from the AT&T Retirement
Plans if the Participant had continued in employment covered by the
AT&T Retirement Plans during the time worked for
NCR.
Effective December 31, 2006, no
additional benefits shall accrue under the Plan, and the benefits
accrued as of December 31, 2006 shall be determined as of such
date based on service, compensation, the benefits accrued under the
NCR Retirement Plans and the other components of the calculation
determined as of such date, including the provisions of the
AT&T plans, in effect as of such date.
3.2 NCR Retirement Plans. The NCR
Retirement Plans shall include the following:
(1) the NCR Pension Plan, including
the PensionPLUS component,
(2) NCR contributions to the NCR
Savings Plan,
(3) the Retirement Plan for Officers
of NCR Corporation (known as “SERP II”), including the
restricted stock grants associated with that plan,
(4) the NCR Mid-Career Hire
Supplemental Pension Plan, and
(5) the NCR Nonqualified Excess
Plan.
If NCR adopts a retirement plan in
addition to or in replacement of any of the above listed plans, for
which Participants in this Plan will be eligible, such plan will be
included as an NCR Retirement Plan for purposes of this Plan, if
the Senior Vice President of Global Human Resources for NCR signs
an amendment to this Plan designating such plan an “NCR
Retirement Plan.”
3.4 AT&T Retirement Plans. The
AT&T Retirement Plans shall include the following:
(a) the AT&T Management Pension
Plan,
(b) the AT&T Non-Qualified
Pension Plan,
(c) the AT&T 415 Excess Plan, if
the Participant is not eligible for the AT&T Non-Qualified
Pension Plan, and
(d) AT&T matching contributions
to the AT&T Savings Plan.
If AT&T adopts a retirement plan
in addition to or in replacement of any of the above listed plans,
for which a Participant would have been eligible if the Participant
had remained covered by the AT&T Retirement Plans, such plan
will be included as an AT&T Retirement Plan for purposes of
this Plan, if the Senior Vice President of Global Human Resources
for NCR signs an amendment to this Plan designating such plan an
“AT&T Retirement Plan.”
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3.5 Assumed Participation in
Retirement Plans. For determining the benefit a Participant would
have received from either the AT&T Retirement Plans or the NCR
Retirement Plans, the following assumptions will be
made:
(a) while a Participant is in a
position with NCR that is equivalent to an officer position at
AT&T, the Participant will be assumed to be a participant in
the AT&T Non-Qualified Pension Plan.
(b) While a Participant is in a
position with NCR that is not equivalent to an officer position at
AT&T, the Participant will be assumed to be a participant in
the AT&T 415 Excess Plan, but not the AT&T Non-Qualified
Pension Plan.
(c) A Participant will be assumed to
have made contributions to the AT&T and NCR savings plans
entitling him or her to the maximum company matching contributions
each year, and the company matching contributions will be assumed
to have been invested in a conservative investment strategy, and to
have remained in the plan during the Participant’s
employment.
(d) A Participant will be assumed to
have earned the same compensation at AT&T as earned at NCR.
Adjustments will be made as necessary to account for differences in
payroll codes between AT&T and NCR.
3.6 Valuation of Benefits. The
present value of either the NCR or AT&T benefits shall be
determined as of the first day of the month following the date of
the Participant’s termination of employment (the
“Valuation Date”), as follows:
(a) For retirements at or after age
62, grants of restricted stock under SERP II shall be valued at the
closing price on the Valuation Date. For retirements occurring
before age 62, the benefit initially will be calculated without
regard to the grant of restricted stock under SERP II. A second
calculation will be made as of the first day of the month following
the Participant’s attainment of age 62 using the fair market
value of the stock on that date, and the Participant’s
benefit will be adjusted accordingly on a prospective
basis.
(b) Benefits payable as an annuity
shall be valued as the annual benefit payable as of the Valuation
Date.
(c) Benefits payable in lump sum
form shall be expressed as the annual benefit payable from a single
life annuity, using the following assumptions:
(1) the applicable mortality rate in
the annual rates of mortality developed by AT&T for purposes of
the AT&T Pension Plan, and
(2) the immediate interest rate
published by the Pension Benefit Guaranty Corporation for purposes
of determining the lump sum present value of a monthly benefit upon
termination of a pension plan. Such rate shall be that in effect at
the beginning of the calendar quarter that coincides with or next
precedes the date a Participant leaves the employment of
NCR.
3.7 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, in either case, after age 55 and 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
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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
comme
