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Exhibit
10.2
2005 Restricted Stock
Agreement
NCR Management Stock
Plan
You have been awarded a number of
restricted shares of NCR common stock (the “Restricted
Shares”) under the NCR Management Stock Plan (the
“Plan”) of NCR Corporation (“NCR”) as
listed on the Certificate of Restricted Stock Grant on the
restricted stock website (“Certificate”), subject to
the terms and conditions of this agreement and the Plan.
1. The Restricted Shares will become
nonforfeitable (“Vested”) as follows: [for annual
long-term incentive program grants] 25% (rounded down to the
nearest whole share) of the Restricted Shares on the first
anniversary of the grant date; an additional installment of 25%
(rounded down to the nearest whole share) of the Restricted Shares
on the second and third anniversaries of the grant date, and on the
fourth anniversary of the grant date, the Restricted Shares will be
fully vested, 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, the unvested installments shall be
forfeited.
2. Shares will become Vested if, prior
to your Vesting Date, you (i) die while actively employed by NCR,
or (ii) cease to be actively employed by NCR because you qualify
for benefits under the NCR Long Term Disability Plan or another
long term disability plan sponsored by NCR
(“Disability”).
3. By signing this agreement, 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 such persons agree in advance
to keep such information confidential and not disclose it to
others. The Restricted Shares will be forfeited if you fail to keep
this agreement confidential.
4. Promptly after the award date, NCR
will instruct its Transfer Agent and Stock Registrar to create a
record account for you credited with the number of Restricted
Shares, subject to the restrictions described in this
agreement.
5. You will be the record owner of the
Restricted Shares until such shares are forfeited, and as the
record owner you will be entitled to all rights of a common
shareholder of NCR, including without limitation, voting rights and
rights to cash and in-kind dividends, if any, on the Restricted
Shares; provided, however, that the right to dividends will be
subject to paragraph 7 below. As soon as practicable after your
Vesting Date, subject to paragraph 8 below, NCR will instruct its
Transfer Agent and Stock Registrar to release the restrictions on
your record account and the Restricted Shares will become freely
transferable.
6. At all times before your Vesting
Date, the Restricted Shares may not be sold, transferred, pledged,
assigned or otherwise alienated, except by beneficiary designation,
will or by the laws of descent and distribution upon your
death.
7. Any cash dividends declared before
your Vesting Date on the Restricted Shares shall not be paid
currently, but shall be reinvested in common shares of NCR. Any
shares resulting from such reinvestment (the “Dividend
Shares”) will be considered Restricted Shares for purposes of
this agreement and will be subject to all of its provisions. As of
each dividend payment date, the number of Dividend Shares will be
determined by dividing the amount of dividends otherwise
attributable to the Restricted Shares but not paid on such date by
the average of the high and low per share price of NCR’s
common stock on the dividend payment date. The Compensation
Committee of the NCR Board of Directors (“Committee”)
may, in its discretion, take such action as it deems appropriate
regarding in-kind dividends or distributions with respect to the
Restricted Shares prior to your Vesting Date, which actions may
include, without limitation, current distribution or liquidation or
reinvestment in Restricted Sha
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