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Exhibit
10.1
Form of 2008 Stock Option
Agreement
Under the Teradata
Corporation 2007 Stock Incentive Plan
(Non-Statutory Stock
Option)
You have been granted an
option (the “Option”) under the Teradata Corporation
2007 Stock Incentive Plan (the “Plan”) to purchase from
Teradata a number of shares of common stock of Teradata
(“Shares”) at the price per Share as described on the
stock option information page on the website of Teradata’s
third party Plan administrator, subject to the terms and conditions
of this 2008 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 Teradata’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 Teradata or any of its
affiliate companies (collectively referred to in this Agreement as
“Teradata”) as of and until each of the vesting dates.
In the event your employment with Teradata 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 Teradata, or
(b) cease to be actively employed by Teradata as a result of a
disability for which you qualify for benefits from the Teradata
Long-Term Disability Plan or another long-term disability plan
sponsored by Teradata (“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 Teradata 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).
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 Teradata
Change in Control Severance Plan, a Teradata 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 Teradata
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 Teradata 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 Teradata, 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 famil
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