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Exhibit 10.1
Form of 2007 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
described on the restricted share grant information page on the
website of NCR’s third party Plan administrator (the
"Information Page"), subject to the terms and conditions of this
2007 Restricted Stock Agreement (this "Agreement") and the
Plan.
1. All or a portion of the Restricted Stock will become
non-forfeitable ("Vested") on the vesting date(s) described on the
Information Page (each, a "Vesting Date"), provided that you are
continuously employed by NCR or any of its affiliate companies
(referred to collectively herein as "NCR") until the Vesting
Date.
2. If your employment with NCR terminates prior to your Vesting
Date due to (i) your death; or (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"); then,
upon such termination of employment, the restricted stock award
will become fully Vested. If your employment with NCR terminates
prior to your Vesting Date due to your (a) 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
(b) reduction-in-force; then, upon such termination of
employment, a pro rata portion of the Restricted Stock will become
fully Vested. The pro rata portion of the Restricted Stock that
will become fully Vested will be determined by multiplying the
total number of the shares of Restricted Stock awarded pursuant to
this Agreement by a fraction, the numerator of which is the number
of full and partial months of employment that you completed after
the date of grant of this award (the "Grant Date"), and the
denominator of which is the total number of months during the
period beginning on the Grant Date and ending on your Vesting
Date.
Notwithstanding any provision in this Agreement to the contrary,
in the event a Change in Control occurs and this restricted stock
award is not assumed, converted or replaced by the continuing
entity, the Restricted Stock shall become fully Vested immediately
prior to the Change in Control. In the event of a Change in Control
wherein this restricted stock 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, the Restricted Stock shall become fully Vested immediately
upon your Termination of Employment. 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, the Restricted
Stock shall become fully vested immediately upon your Termination
of Employment.
3. If your employment terminates prior to your Vesting Date for
any reason other than as described in Section 2, the
Restricted Stock will automatically terminate and be forfeited.
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4. 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 such persons agree in advance
to keep such information confidential and not disclose it to
others. The Restricted Stock will be forfeited if you violate the
terms and conditions of this Section 4.
5. You will be the record owner of the Restricted Stock until
such shares are forfeited, and as the record owner you will be
entitled to all rights of a common stockholder of NCR, including
without limitation, voting rights and rights to cash and in-kind
dividends, if any, on the Restricted Stock; provided, however, that
the right to dividends will be subject to Section 7 below,
and, prior to your Vesting Date, the Restricted Stock is not freely
transferable. As soon as practicable after your Vesting Date,
subject to Section 7 below, NCR will instruct its Transfer
Agent and/or its third party Plan administrator to release the
restrictions on your record account and the Restricted Stock will
become freely transferable.
6. At all times before your Vesting Date, the Restricted Stock
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 on the Restricted Stock declared before
your Vesting Date shall not be paid currently, but shall be
reinvested in shares of common stock of NCR. Any shares resulting
from such reinvestment (the "Dividend Shares") will be considered
Restricted Stock for purposes of this Agreement and will be subject
to all of the terms, conditions and restrictions set forth herein.
As of each date that NCR would otherwise pay the declared dividend
on the Restricted Stock (the "Dividend Payment Date") in t
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