Exhibit 10.11.8
Form of Stock Option
Agreement
Under the Teradata Corporation
2007 Stock Incentive Plan
(Non-Statutory Stock
Option)
You have been granted an option (the
“Option”) under the Teradata Corporation 2007 Stock
Incentive Plan (the “Plan”) to purchase from Teradata a
number of shares of common stock of Teradata (“Shares”)
at the price per Share as described on the stock option information
page on the website of Teradata’s third party Plan
administrator, subject to the terms and conditions of this 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 Teradata’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
Teradata or any of its affiliate companies (collectively referred
to in this Agreement as “Teradata”) as of and until
each of the vesting dates. In the event your employment with
Teradata 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
Teradata, or (b) cease to be actively employed by Teradata as
a result of a disability for which you qualify for benefits from
the Teradata Long-Term Disability Plan or another long-term
disability plan sponsored by Teradata (“Disability”).
In such cases, 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 Teradata 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).
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 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 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 Teradata 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 Teradata 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 Teradata, 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. This Option will be cancelled if
the Committee determines that you engaged in misconduct in
connection with your employment with Teradata.
11. This Option shall be exercised
in accordance with procedures established by the administrator of
Teradata’s stock option program, including broker-assisted
cashless exercises. In countries where deemed mandatory, upon
exercise, the purchase price will be paid by simultaneous sale of
the Option Shares exercised, in such a manner that Teradata is not
subject to taxation upon grant of the option award. Any taxes
required by law to be withheld or paid with respect to
exercise
