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Exhibit 10.8
2009 Director Option Grant
Statement
(Non-Statutory Stock
Option)
2006 NCR 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 2006 Stock Incentive Plan
(the “Plan”) of NCR Corporation (“NCR”) to
purchase from NCR the above number of shares of NCR common stock
(“Shares”) at the price of $
per Share,
subject to the terms and conditions of this 2009 Director Option
Grant Statement (this “Statement”) and the
Plan.
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1.
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Your right to exercise this
Option will expire on the tenth (10 th ) anniversary (the
“Expiration Date”) of the date upon which this Option
was granted (the “Grant Date”).
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2.
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This Option will fully vest and
be exercisable on the first (1 st ) anniversary of the Grant
Date, provided you continuously serve as a Director of NCR from the
Grant Date until the earlier of (a) the next following Annual
Meeting of Stockholders, or (b) the first (1
st
) 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
NCR.
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3.
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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 (179 th ) day after the date of
your death.
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4.
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The vesting
schedule of this Option
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