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EXHIBIT
10.7
NCR DIRECTOR COMPENSATION
PROGRAM
Effective April 22,
2008
PREAMBLE
This NCR Director
Compensation Program (“Program”) is adopted effective
April 22, 2008, and replaces the NCR Director Compensation
Program adopted by the Committee on Directors and Governance
effective April 24, 2007.
The Program is approved and
adopted by the Committee on Directors and Governance of the Board
of Directors (the “Board”) of NCR Corporation
(“Company”), as designated by the Board pursuant to its
authority under Section 2 of the NCR Corporation 2006 Stock
Incentive Plan, as amended, to grant stock and other stock-based
awards to non-employee directors and to determine the terms and
conditions of such awards.
The Program is intended to
provide competitive remuneration to individuals serving as
non-employee members of the Board (each, a “Director”),
and to align the interests of the Directors with the interests of
the Company’s stockholders.
ARTICLE I
Definitions
| 1.1 |
Committee means the Committee on Directors and
Governance of the Board of Directors of NCR
Corporation. |
| 1.2 |
Common Stock means the common stock of NCR Corporation,
par value $.01 per share. |
| 1.3 |
Company means NCR Corporation, a Maryland
corporation. |
| 1.4 |
Deferred Stock Award means the annual retainer and/or
meeting fees, if any, elected by a Participant to be deferred as
set forth in ARTICLE III. |
| 1.5 |
Deferred Stock Grant means the initial, annual or
mid-year equity grants, if any, elected by a Participant to be
deferred as set forth in ARTICLE IV. |
| 1.6 |
Director means a member of the Board of Directors of NCR
Corporation who is not an employee of the Company. |
| 1.7 |
Fair
Market Value of a share of Common Stock as of a specified date
means, unless otherwise determined by the Committee, the closing
price of a share of Common Stock on the New York Stock Exchange or
such other securities exchange as may at the applicable time be the
principal market for the Common Stock (the
“Applicable
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Exchange”) on the
trading date, or if shares of Common Stock were not traded on the
Applicable Exchange on the trading date, then on the immediately
preceding date on which shares of Common Stock were traded, all as
reported by such source as the Committee may select. If the Common
Stock is not listed on a national securities exchange, Fair Market
Value shall be determined by the Committee in its good faith
discretion.
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| 1.8 |
Participant means a Director, and any former Director
entitled to payment of a benefit from the Program. |
| 1.9 |
Restricted Stock means actual shares of Common Stock
bearing restrictions or conditions and issued to a Director
pursuant to the Stock Incentive Plan. |
| 1.10 |
Restricted Stock Units means awards denominated in
shares of Common Stock that will be settled in an amount in cash,
shares of Common Stock, or both, as designated in a
Director’s individual award statement or agreement, based
upon the Fair Market Value of a specified number of shares of
Common Stock. |
| 1.11 |
Stock Incentive Plan means the NCR Corporation 2006
Stock Incentive Plan, adopted effective as of April 26, 2006,
as amended. |
| 1.12 |
Year of Service means the approximately 12 month period
beginning on the date of an annual stockholders’ meeting of
the Company and ending on the day before the Company’s annual
stockholders’ meeting of the next following year, during
which an individual serves as a Director. |
ARTICLE II
Compensation
| 2.1 |
Annual Compensation . A Director will receive the
compensation described in Sections 2.2 through 2.5 below, as
determined by the Committee in its discretion, based on review of
competitive data. |
| 2.2 |
Annual Retainer . For each Year of Service, a Director
will receive an annual retainer as determined by the Committee,
which may include an additional retainer amount for Committee
Chairs. A Director may elect to receive the retainer in cash, in
Common Stock, or as a Deferred Stock Award, as described in ARTICLE
III. If no election is made, the retainer will be paid in cash. If
paid in cash or Common Stock, payment of 25% of the annual amount
will be made on
June 30, September 30, December 31, and
March 31, provided the individual is serving as a Director on
such dates. If the individual is not serving as a Director on any
such date, the remaining amount of the retainer shall be
forfeited. |
If paid in Common Stock, the
number of shares of Common Stock to be paid shall be determined by
dividing the cash amount of the retainer due to the Director by the
Fair Market Value of the Common Stock on the date the payment is
due, rounding up to the next whole share.
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| 2.3 |
Meeting Fees . The Committee may determine that
Directors will receive a meeting fee for each meeting attended, and
may determine that Committee Chairs will determine whether a
particular special meeting is subject to a meeting fee. Meeting
fees, if any, will be paid quarterly at the same time as the
retainer, for meetings attended in the immediately preceding
quarter, and may be paid in cash, Common Stock or as a Deferred
Stock Award as provided in Article III. |
| 2.4 |
Initial Stock Grant . On the date of first election to
the Board, each Director will receive an initial equity grant under
the Stock Incentive Plan, effective as of the date to be determined
by the Board, of a number of whole shares of Restricted Stock or
Restricted Stock Units as determined by the Committee in its
discretion. If such grant is made in the form of Restricted Stock
Units, a Director may elect to defer receipt of the Common Stock
payable in respect of vested Restricted Stock Units as a Deferred
Stock Grant as provided in ARTICLE IV. A Director will receive only
one initial equity grant for any continuous period served as a
Director. If a Director ceases to serve as a Director for a period
of at least three years and is later again elected as a Director,
he or she will receive a second initial equity grant for the second
period served as a Director. |
| 2.5 |
Annual Equity Grant . At each annual stockholders’
meeting of the Company, each individual then serving as a Director
or newly elected as a Director shall receive an equity grant under
the Stock Incentive Plan, determined by the Committee, consisting
of Restricted Stock, Restricted Stock Units and/or nonqualified
stock options for Common Stock. If stock options are granted, the
exercise price for each optioned share will be the Fair Market
Value of one share of Common Stock on the grant date. The stock
options will be fully vested and exercisable on the first
anniversary of the grant, and will have a term of ten years from
the date of grant. If Restricted Stock or Restricted Stock Units
are awarded, the Committee may determine that the shares or units
will be forfeited if the Director ceases to serve as a director
during a restriction period determined by the Committee. If the
annual equity grant is made in the form of Restricted Stock Units,
a Director may elect to defer receipt of the Common Stock payable
in respect of vested Restricted Stock Units as a Deferred Stock
Grant as provided in ARTICLE IV. |
| 2.6 |
Mid-Year Equity Grants . The Committee in its discretion
may grant stock options and/or awards of Restricted Stock or
Restricted Stock Units, as described in Section 2.5, to
Directors who are newly elected to the Board after the annual
stockholders’ meeting. If a mid-year equity grant is made in
the form of Restricted Stock Units, a Director may elect to defer
receipt of the Common Stock payable in respect of vested Restricted
Stock Units as a Deferred Stock Grant as provided in ARTICLE
IV. |
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ARTICLE III
Deferred Stock
Awards
| 3.1 |
Election to Defer . For each calendar year, a Director
may elect to defer receipt of pay for services relating to the
retainer and meeting fees, if any, to be received in that calendar
year, and receive them instead as a Deferred Stock Award. The
election must be made prior to the January 1 of the calendar
year in which the services relating to the retainer or meeting fees
will be rendered by a Director or such later date as is permitted
by guidance issued under Section 409A of the Internal Revenue
Code (the “Code”). The election to defer shall be
irrevocable commencing on December 31 of the calendar year
prior to the calendar year that such election is in effect.
Notwithstanding the foregoing, a newly-elected Director may make an
election within 30 days after the date of his or her election to
the Board of Directors, which election shall become irrevocable as
of the thirtieth (30th) day following the Director’s
election to the Board of Directors (or such earlier date as
specified on the deferral election form) and shall apply only to
the unvested retainer and meetin |
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