Exhibit 10.6.3
2006 Stock Option
Agreement
NCR Management Stock
Plan
(Non-Statutory Stock
Option)
You have been granted an option (the
“Option”) under the NCR Management Stock Plan (the
“Plan”) of NCR Corporation (“NCR”) to
purchase from NCR a number of common shares of NCR
(“Shares”) at the price per Share as listed on the
Certificate of Stock Option Grant on the stock option plan website
(the “Certificate”), subject to the terms and
conditions of this agreement and the Plan.
1. Your right to exercise this
Option will expire ten (10) years from the grant date, unless
sooner terminated due to your termination of 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 may be
exercised at any time prior to its expiration as follows: 25%
(rounded down to the nearest whole share) of the Option Shares on
the first anniversary of the grant date; an additional installment
of 25% (rounded down to the nearest whole share) of the Option
Shares on the second and third anniversaries of the grant date, and
on the fourth anniversary of the grant date, this Option will be
fully vested and exercisable; 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, this Option shall
terminate with respect to the unvested installments, except as
provided below.
3. This Option will vest in full if
you (i) die while actively employed by NCR; or (ii) cease
to be actively employed by NCR because you qualify for benefits
from the NCR Long Term Disability Plan or another long term
disability plan sponsored by NCR (“Disability”). In
such cases, the Option may be exercised during the one-year period
following the date of death or Disability, regardless of the
expiration date of the Option. If death or Disability occurs on or
after attainment of age 55, the Option may be exercised until the
earlier of (a) the three-year period following death or
Disability, or (b) the expiration date of the Option, but in
no event earlier than one year following the date of death or
Disability.
4. If you terminate employment with
NCR due to Retirement, as defined below, the unvested portion of
this Option will terminate and the vested portion may be exercised
until the earlier of (a) the expiration of the three year
period following your termination date, or (b) the expiration
date of the Option. For purposes of this paragraph,
“Retirement” means termination of employment at or
after age 55.
5. Upon the occurrence of a
Change-in-Control, as defined in the Plan, if the continuing
company assumes or replaces this Option, the Option will continue
according
1
to its terms. In such case, if you are
involuntarily terminated other than for Cause or voluntarily
terminated for Good Reason within two years after the
Change-in-Control, this Option will vest in full and be exercisable
until the later of (1) the last date on which it would be
exercisable in the absence of the Change-in-Control, and
(2) the first anniversary of termination of employment, but in
either case no later than the expiration date of the option. If the
continuing company does not assume or replace this Option, it will
vest in full upon the Change-in-Control. Upon a Change-in-Control,
the Compensation & Human Resource Committee of the Board
of Directors (the “Committee”) in its discretion may
(1) terminate this Option upon a after providing advance
notice to exercise the vested and unvested portion, or
(2) cash out this Option, as provided in the Plan. This
paragraph 5 is a summary of the Change-in-Control provisions of the
Plan, and other provisions of the Plan may apply.
6. If your NCR employment is
involuntarily terminated for Cause, as defined in the Plan, this
Option will be forfeited.
7. If you terminate from NCR for any
other reason, including reduction-in-force, the unvested portion of
this Option will terminate and the vested portion may be exercised
through the 59 th day after your date of termination
of employment, or the expiration date, if earlier.
8. If you die during employment or
after termination of employment but while this Option remains
exercisable, this Option will be exercisable by your beneficiary or
heir for one year after the date of death, regardless of the
expiration date of the Option.
9. This Option will be cancelled if
the Committee det
