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Exhibit
10.11.6
2007 Director Option Grant
Statement
(Non-Statutory Stock
Option)
2007 Teradata Stock
Incentive Plan
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Name of Optionee
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Soc. Sec. # |
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Grant Date |
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No. of Optioned Shares |
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You have been granted an
option (this “Option”) under the 2007 Stock Incentive
Plan (the “Plan”) of Teradata Corporation
(“Teradata”) to purchase from Teradata the above number
of shares of Teradata common stock (“Shares”) at the
price of $
per Share, subject to the terms and conditions of this 2007
Director Option Grant Statement (this “Statement”) and
the Plan.
1. Your right to exercise
this Option will expire on the tenth (10th) anniversary (the
“Expiration Date”) of the date upon which this Option
was granted (the “Grant Date”).
2. This Option will fully
vest and be exercisable on the first (1st) anniversary of the
Grant Date, provided you continuously serve as a Director of
Teradata from the Grant Date until the earlier of (a) the next
following Annual Meeting of Stockholders, or (b) the first
(1st) anniversary of the Grant Date. Notwithstanding the
foregoing, this Option will become fully vested if, prior to the
one-year anniversary of the Grant Date, you die at a time while
serving as a Director of Teradata.
3. This Option will not be
exercisable after the Expiration Date, except that, if you die
during the six (6) month period ending on the Expiration Date,
the Expiration Date will be extended to the one hundred
seventy-ninth (179th) day after the date of your
death.
4. The vesting schedule of
this Option will accelerate and this Option will become fully
vested if (a) a Change in Control (as defined in
Section 10(b) of the Plan) occurs, and (b) you cease to
serve as a Director of Teradata within twenty-four (24) months
of the effective date of the Change in Control for any reason other
than your willful engagement in illegal conduct or gross
misconduct,
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