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Exhibit 10.5
Form of 2007 Stock Option Agreement
NCR 2006 Stock Incentive Plan
(Non-Statutory Stock Option)
You have been granted an option (the "Option") under the 2006
Stock Incentive Plan (the "Plan") of NCR Corporation ("NCR") to
purchase from NCR a number of shares of common stock of NCR
("Shares") at the price per Share as described on the stock option
information page on the website of NCR’s third party Plan
administrator, subject to the terms and conditions of this 2007
Stock Option Agreement (this "Agreement") and the Plan.
1. Your right to exercise this Option will expire on the tenth
(10 th ) anniversary (the "Expiration Date") of the date of grant
of this Option (the "Grant Date"), unless sooner terminated due to
the termination of your 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 the vested shares ("Option
Shares") may be exercised, in equal annual installments (subject to
mathematical rounding performed by NCR’s third party Plan
administrator) over the four year period commencing on the Grant
Date, such that all of the shares represented by this Option shall
be vested on the fourth anniversary of the Grant Date. This vesting
schedule is contingent upon your continuous employment with NCR or
any of its affiliate companies (collectively referred to in this
Agreement as "NCR") as of and until each of the vesting dates. In
the event your employment with NCR terminates prior to the fourth
(4 th ) anniversary of the Grant Date, except as otherwise
provided below, this Option will terminate with respect to the then
unvested portions.
3. This Option will vest in full if you (a) die while
actively employed by NCR, or (b) cease to be actively employed
by NCR as a result of a disability for which you qualify for
benefits from the NCR Long-Term Disability Plan or another
long-term disability plan sponsored by NCR ("Disability"). In such
cases, if you, on the date of death or Disability, have not yet
attained the age of 55, this Option may be exercised until the
later of the one (1) year anniversary of the date of death or
Disability or the Expiration Date. If death or Disability occurs on
or after your attainment of age 55, this Option may be exercised
until the later of the third (3 rd
) anniversary of the date of death or
Disability or the Expiration Date.
4. If you voluntarily terminate employment with NCR due to
Retirement (as defined in this Section 4), the unvested
portion of this Option will terminate and be forfeited, and the
vested portion may be exercised until the earlier of (a) the
third (3 rd ) anniversary of your Retirement, or (b) the
Expiration Date. For purposes of this Agreement, "Retirement" means
termination by you of employment at or after age 55 other than, if
applicable to you, for Good Reason (as described below) following a
Change in Control (as defined in the Plan).
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5. Notwithstanding any provision in this
Agreement to the contrary, in the event a Change in Control occurs
and this Option award is not assumed, converted or replaced by the
continuing entity, the Option shall vest immediately prior to the
Change in Control. In the event of a Change in Control wherein this
Option award is assumed, if a Termination of Employment (as defined
in the Plan) by the Company other than for Cause or Disability (as
such terms are defined in the Plan) occurs during the twenty-four
(24) months following the Change in Control, this Option shall
vest in full immediately upon your Termination of Employment, and
the Option shall remain exercisable until the later of (a) the
earlier of the one (1) year anniversary of your Termination of
Employment or the Expiration Date; or (b) the applicable date
determined under Sections 3 and 4 above. If you are a participant
in the NCR Change in Control Severance Plan, an NCR Severance
Policy or a similar arrangement that defines "Good Reason" in the
context of a resignation following a Change in Control and you
terminate your employment for Good Reason as so defined within
twenty-four (24) months following a Change in Control, this
Option shall vest immediately upon your Termination of Employment,
and the Option Shares shall remain exercisable until the earlier of
(a) the Expiration Date or (b) the first anniversary of
your Termination of Employment.
6. If your NCR employment is involuntarily terminated for Cause
(as defined in the Plan) at any time, this Option will
automatically terminate and all unexercised vested and unvested
Option Shares will be forfeited and will not be exercisable as of
the date of such termination.
7. If you terminate your employment with NCR for any other
reason, including but not limited to reduction-in-force, this
Option will automatically terminate, any unvested Option Shares
will be forfeited and the vested portion of this Option may be
exercised no later than the earlier of (a) the 59
th day after the
date of termination of your employment, or (b) the Expiration
Date.
8. In the event that you die after your termination of
employment by NCR, but while this Option remains exercisable, this
Option may be exercised, by your beneficiary or heir, until the one
(1) year anniversary of the date of your death, regardless of
the Expiration Date.
9. By accepting this award, except to the extent that disclosure
is required by applicable law or regulation, you agree to keep this
Agreement confidential and not to disclose its contents to anyone
except your attorney, your immediate family, or your financial
consultant provided
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