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Exhibit
10.3
Form of 2008 Performance
Based Restricted Stock Unit Agreement
Under the Teradata
Corporation 2007 Stock Incentive Plan
You have been awarded a
number of restricted stock units (the “Stock Units”)
under the Teradata Corporation 2007 Stock Incentive Plan (the
“Plan”) as described on the restricted stock unit
information page on the website of Teradata’s third party
Plan administrator, subject to the terms and conditions of this
2008 Performance Based Restricted Stock Unit Agreement (this
“Agreement”) and the Plan.
1. All, a portion, a
multiple, or none of the Stock Units will become nonforfeitable
(“Vested”) on the date (your “Vesting
Date”) that the Compensation & Human Resource
Committee of the Teradata Board of Directors (the
“Committee”) determines that the performance goals set
forth on Exhibit A (the “Performance Goals”)
have been achieved during the period from January 1, 2008
through December 31, 2010 (the “Performance
Period”) at the level described in Section 2 below,
provided that (i) you are continuously employed by
Teradata or any of its affiliate companies (referred to
collectively herein as “Teradata”) until your Vesting
Date, and (ii) the applicable performance measures described
in Section 2 below are met. In no event shall the Vesting Date
be later than December 1 of the calendar year following the
end of the Performance Period.
2. Subject to your continued
employment through the Vesting Date, in the event that Teradata
achieves the Performance Goal during the Performance Period, you
will become Vested on your Vesting Date in a designated percentage
of the Stock Units awarded to you under this Agreement, as set
forth on Exhibit A. The Performance Goal will be determined by the
Committee, and will be communicated in your award
letter.
3. If your employment with
Teradata terminates prior to your Vesting Date due to (i) your
death; (ii) cessation of active employment by Teradata as a
result of a disability for which you qualify for benefits under the
Teradata Long-Term Disability Plan or another long-term disability
plan sponsored by Teradata (“Disability”);
(iii) Retirement (defined as termination by you of your
employment with Teradata 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 the Performance Goal, a
pro rata portion of the Stock Units will become Vested. The pro
rata portion will be determined by calculating the total number of
shares or cash you would have received (through vesting of Stock
Units) if your Teradata 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, 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 3, the Stock Units will automatically terminate and be
forfeited and no shares or cash will be issued or paid (as the case
may be).
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 unit award is not assumed, converted or
replaced by the continuing entity, the Stock Units 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 unit award is not assumed, converted or replaced
by the continuing entity, the Stock Units 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 unit award is assumed, the Stock
Units 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
(iv) in the event of a Change
in Control after the first anniversary of grant wherein this
restricted stock unit award is assumed, the Stock Units 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 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, to the extent not
then-vested, the Stock Units shall vest immediately upon your
Termination of Employment at the level specified in clause
(iii) or (iv) as applicable.
4. Except as may be otherwise
provided in this Section 4, when Vested, the Stock Units will
be paid to you within 30 days after the Vesting Date in shares of
Teradata common stock (such that one Stock Unit equals one share of
Teradata common stock) or, in Teradata’s sole discretion, in
an amount of cash equal to the Fair Market Value (as defined in the
Plan) of such number of shares of Teradata common stock as of the
Vesting Date (or such earlier date upon which the Stock Units have
become Vested pursuant to Section 3 of this Agreement), or a
combination thereof.
To the extent that the Stock
Units become Vested pursuant to Section 3 of this Agreement
and your right to receive payment of Vested Stock Units constitutes
a “deferral of compensation” within the meaning of
Section 409A of the Code, then payment of such Stock Units
shall be subject to the following rules: (i) the Vested Stock
Units will be paid to you within 30 days after the earlier of
(a) your “separation from service” within the
meaning of Section 409A of the Code, or (b) the Vesting
Date; (ii) notwithstanding the foregoing, if the Stock Units
become payable as a result of your “separation from
service” within the meaning of Section 409A of the Code
(other than as a result of death), and you are a “specified
employee” as determined under Teradata’s policy for
determining specified employees on the date of separation from
service, the Stock Units shall be paid no earlier than the first
business day after the date that is six months following your
“separation from service” within the meaning of
Section 409A of the Code; and (iii) Teradata may, in its
sole di
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