|
Exhibit
10.1
2005 Stock Option
Agreement
NCR Management Stock
Plan
(Non-Statutory Stock
Option)
You have been granted an option (the
“Option”) under the NCR Management Stock Plan (the
“Plan”) of NCR Corporation (“NCR”) to
purchase from NCR a number of common shares of NCR
(“Shares”) at the price per Share as listed on the
Certificate of Stock Option Grant on the stock option plan website
(the “Certificate”), subject to the terms and
conditions of this agreement and the Plan.
1. Your right to exercise this Option
will expire ten (10) years from the grant date, unless sooner
terminated due to your termination of employment as described
below. If the expiration date falls on a Saturday, Sunday or
holiday, it will be deemed to occur on the next following business
day.
2. This Option will vest and may be
exercised at any time prior to its expiration as follows: 25%
(rounded down to the nearest whole share) of the Option Shares on
the first anniversary of the grant date; an additional installment
of 25% (rounded down to the nearest whole share) of the Option
Shares on the second and third anniversaries of the grant date, and
on the fourth anniversary of the grant date, this Option will be
fully vested and exercisable; provided, however, that you are
continuously employed by NCR or any of its Affiliate companies
(referred to collectively herein as “NCR”) until the
vesting dates. In the event your employment terminates prior to the
fourth anniversary of the date of grant, this Option shall
terminate with respect to the unvested installments.
3. This Option will vest and may be
exercised in full at any time prior to its expiration if you (i)
die while actively employed by NCR; (ii) cease to be actively
employed by NCR because you qualify for benefits from the NCR Long
Term Disability Plan or another long term disability plan sponsored
by NCR (“Disability”), or (iii) terminate employment
with NCR when you are eligible to immediately receive pension
benefits (other than PensionPlus benefits or any similar pension
benefits payable upon any termination of employment) from any NCR
pension plan (“Retirement”), either immediately upon
termination of employment, or, if your termination is due to
reduction-in-force, at any time while you are receiving separation
pay from NCR. This option will also vest in full upon the
occurrence of a Change-in-Control as defined in the
Plan.
4. If you terminate from NCR for any
other reason, this Option will terminate on the day prior to the
date which is the sixtieth day after the date of termination of
employment, or the expiration date, if earlier.
5. If you die after termination of
employment with NCR due to Disability or Retirement, this Option
will be exercisable by your beneficiary or heir at any time prior
to its expiration.
6. This Option will not be exercisable
after the expiration date, except that, if you die within six
months prior to the expiration date, the expiration date will be
extended to the one hundred seventy-ninth day after the date of
death.
7. This Option will be cancelled if the
Compensation Committee determines that you engaged in misconduct in
connection with your employment.
8. This Option shall be exercised in
accordance with procedures established by the administrator of
NCR’s stock option program. In countries where deemed
mandatory, upon exercise, the purchase price will be paid by
simultaneous sale of the shares exercised, in such a manner that
the optionee is not subject to taxation upon grant of the option
award. Any taxes required by law to be withheld or paid with
respect to exercise of this Option shall be deducted from the
proceeds of the Option exercise. If NCR or the administrator of the
stock option program is unable to withhold required taxes from the
proceeds of the exercise, you or your legal representative or
beneficiary will be required to pay such amounts, and NCR may take
any action necessary to satisfy such obli
| 
