Exhibit
10.5
2009 Stock Option
Agreement
NCR 2006 Stock Incentive
Plan
(Non-Statutory Stock
Option)
You have been granted an option (the
“Option”) under the 2006 Stock Incentive Plan (the
“Plan”) of NCR Corporation (“NCR”) to
purchase from NCR a number of shares of common stock of NCR
(“Shares”) at the price per Share as described on the
stock option information page on the website of NCR’s third
party Plan administrator, subject to the terms and conditions of
this 2009 Stock Option Agreement (this “Agreement”) and
the Plan.
1. Your right to
exercise this Option will expire on the tenth (10
th
) anniversary
(the “Expiration Date”) of the date of grant of this
Option (the “Grant Date”), unless sooner terminated due
to the termination of your 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 the vested shares (“Option Shares”) may be
exercised, in equal annual installments (subject to mathematical
rounding performed by NCR’s third party Plan administrator)
over the four year period commencing on the Grant Date, such that
all of the shares represented by this Option shall be vested on the
fourth anniversary of the Grant Date. This vesting schedule is
contingent upon your continuous employment with NCR or any of its
affiliate companies (collectively referred to in this Agreement as
“NCR”) as of and until each of the vesting dates. In
the event your employment with NCR terminates prior to the fourth
(4 th ) anniversary of the Grant
Date, except as otherwise provided below, this Option will
terminate with respect to the then unvested portions.
3. This Option will
vest in full if you (a) die while actively employed by NCR, or
(b) cease to be actively employed by NCR as a result of a
disability for which you qualify for benefits from the NCR
Long-Term Disability Plan or another long-term disability plan
sponsored by NCR (“Disability”). In such cases, if you,
on the date of death or Disability, have not yet attained the age
of 55, this Option may be exercised until the later of the one
(1) year anniversary of the date of death or Disability or the
Expiration Date. If death or Disability occurs on or after your
attainment of age 55, this Option may be exercised until the later
of the third (3 rd ) anniversary of the date
of death or Disability or the Expiration Date.
4. If you
voluntarily terminate employment with NCR due to Retirement (as
defined in this Section 4), the unvested portion of this
Option will terminate and be forfeited, and the vested portion may
be exercised until the earlier of (a) the third (3
rd
) anniversary
of your Retirement, and (b) the Expiration Date. For purposes
of this Agreement, “Retirement” means termination by
you of employment 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).
5. Notwithstanding any provision in
this Agreement to the contrary, in the event a Change in Control
occurs and this Option award is not assumed, converted or replaced
by the continuing entity, the Option shall vest immediately prior
to the Change in Control. In the event
of a Change in Control wherein this Option 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, this Option shall
vest in full immediately upon your Termination of Employment, and
the Option shall remain exercisable until the later of (a) the
earlier of the one (1) year anniversary of your Termination of
Employment and the Expiration Date, and (b) the applicable
date determined under Sections 3 and 4 above. 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, this Option shall vest immediately upon your Termination
of Employment, and the Option Shares shall remain exercisable until
the earlier of (a) the Expiration Date, and (b) the first
anniversary of your Termination of Employment.
6. If your NCR employment is
involuntarily terminated for Cause (as defined in the Plan) at any
time, this Option will automatically terminate and all unexercised
vested and unvested Option Shares will be forfeited and will not be
exercisable as of the date of such termination.
7. If you terminate
your employment with NCR for any other reason, including but not
limited to reduction-in-force, this Option will automatically
terminate, any unvested Option Shares will be forfeited and the
vested portion of this Option may be exercised no later than the
earlier of (a) the 59 th day after the date of
termination of your employment, and (b) the Expiration
Date.
8. In the event that you die after
your termination of employment by NCR, but while this Option
remains exercisable, this Option may be exercised, by your
beneficiary or heir, until the one (1) year anniversary of the
date of your death, regardless of the Expiration Date.
9. 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 to disclose it to others. The Option will be forfeited if you
violate the terms of this Section 9.
10. In the event of a stock
dividend, stock split, reverse stock split, separation, spinoff,
reorganization, extra-ordinary dividend of cash or other property,
share combination, or recapitalization or similar event affecting
the capital structure of NCR, the Compensation and Human Resource
Committee of the NCR Board of Directors (the
“Committee”) or the Board of Directors of NCR shall
make such substitutions or adjustments as it deems appropriate and
equitable to the number and kind of securities subject to
outstanding awards. In the case of Corporate Transactions (as
defined in the Plan), such adjustments may include, without
limitation, (1) the cancellation of outstanding awards in
exchange for payments of cash, property or a combination thereof
having an aggregate value equal to the value of such awards, as
determined by the Committee or the Board of Directors of NCR in its
sole discretion, provided , that in th
