Exhibit 10.5
Form of 2007 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 2007 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, or (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).
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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 or the Expiration
Date; or (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 or (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, or (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 famil
