FORM OF 2007 PERFORMANCE BASED RESTRICTED STOCK AGREEMENT

Exhibit 10.3

Form of 2007 Performance Based Restricted Stock Agreement

NCR 2006 Stock Incentive Plan

You have been awarded a number of restricted shares of NCR common stock (the "Restricted Stock") under the 2006 Stock Incentive Plan (the "Plan") of NCR Corporation ("NCR"), as listed on the restricted stock grant information page on the website of NCR’s third party Plan administrator, subject to the terms and conditions of this 2007 Performance Based Restricted Stock Agreement (this "Agreement") and the Plan.

1. All, a portion, a multiple, or none of the Restricted Stock will become nonforfeitable ("Vested") on the date (your "Vesting Date") that the Compensation & Human Resource Committee of the NCR Board of Directors (the "Committee") determines whether NCR has achieved Cumulative Net Operating Profit ("CNOP") (as defined below) for the period from January 1, 2007, through December 31, 2009 (the "Performance Period"), provided that (i) you are continuously employed by NCR or any of its affiliate companies (referred to collectively herein as "NCR") until your Vesting Date, and (ii) the applicable performance measures described in Section 2 below are met.

2. The number of shares of Restricted Stock that will become Vested on your Vesting Date will depend on NCR’s achievement of CNOP for the Performance Period, as follows:

For amounts of CNOP between the Threshold and Target levels or between the Target and Maximum levels, straight line interpolation, rounded up to the next whole share, will be used to determine the number of shares of Restricted Stock that become Vested. The amount of CNOP at Threshold, Target and Maximum levels will be determined by the Committee, and will be communicated in your award letter.

"CNOP" is defined as (A minus (B times C)). "A" equals the cumulative "Non-Pension Operating Income" (which is operating income before defined benefit pension expense (or income) and including costs attributable to stock options) for the Performance Period, as reported by NCR at the conclusion of the Performance Period. "B" equals "Controllable Capital", which is working capital (comprised of accounts receivable plus inventory, minus the sum of accounts payable, deferred revenue and customer deposits), plus the sum of Property, Plant & Equipment, other current assets excluding taxes, and capitalized software, minus the sum of payroll and employee benefits and other current liabilities, excluding taxes and severance (FAS 112 liability). "C" equals 10%, which approximates NCR’s weighted average cost of capital.

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3. Notwithstanding any other provision of this Agreement, the Restricted Stock will become Vested only if NCR achieves a minimum "Return on Capital" result for the Performance Period as described in your award letter. For purposes of this Agreement, "Return on Capital" shall mean Non-Pension Operating Income divided by Return on Capital, each as defined in Section 2 above.

4. If your employment with NCR terminates prior to your Vesting Date due to (i) your death; (ii) cessation of active employment by NCR as a result of a disability for which you qualify for benefits under the NCR Long-Term Disability Plan or another long-term disability plan sponsored by NCR ("Disability"); (iii) Retirement (defined as termination by you of your employment with NCR 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)); or (iv) reduction-in-force; then, on your Vesting Date, and based upon the Committee’s determination of CNOP, a pro rata portion of the Restricted Stock will become Vested. The pro rata portion will be determined by calculating the total number of shares you would have received (through vesting of Restricted Stock) if your NCR employment had not terminated prior to your Vesting Date, and multiplying that number by a fraction, the numerator of which is the number of full and partial months of employment you completed after the date of grant of this award (the "Grant Date"), and the denominator of which is the number of months in the Performance Period. If your employment terminates prior to your Vesting Date for any reason other than as otherwise described in this Section 4, the Restricted Stock will automatically be forfeited and no shares will be issued.

Notwithstanding any provision in this Agreement to the contrary:

• • • (i) in the event a Change in Control occurs on or prior to the first anniversary of grant and this restricted stock award is not assumed, converted or replaced by the continuing entity, the Restricted Stock shall vest immediately prior to the Change in Control (without regard to performance or pro-ration) at the "Target" level,

      (ii) in the event a Change in Control occurs after the first anniversary of grant and this restricted stock award is not assumed, converted or replaced by the continuing entity, the Restricted Stock shall vest immediately prior to the Change in Control (without regard to performance after the Change in Control or pro-ration) based on actual performance through the end of the calendar year immediately preceding the date on which the Change in Control occurs,

      (iii) in the event of a Change in Control on or prior to the first anniversary of grant wherein this restricted stock award is assumed, the Restricted Stock shall vest at the end of the Performance Period (without regard to performance or pro-ration) at the "Target" level, subject to your continued employment through the end of the Performance Period, and

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• • • (iv) in the event of a Change in Control after the first anniversary of grant wherein this restricted stock award is assumed, the Restricted Stock shall vest at the end of the Performance Period (without regard to performance after the Change in Control or pro-ration) based on actual performance through the end of the calendar year immediately preceding the date on which the Change in Control occurs, subject to your continued employment through the end of the Performance Period.

Notwithstanding the provisions of clause (iii) and (iv) to the contrary, if, during the 24 months following the Change in Control, you incur 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) or, 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, to the extent not then-vested, the Restricted Stock shall vest immediately upon your Termination of Employment at the level specified in clause (iii) or (iv) as applicable.

5. By acceptin