2020 Senior Executive Team
Market Stock Unit Award Agreement
NCR Corporation 2017 Stock Incentive Plan
WHEREAS, NCR Corporation (NCR) and (you) are parties to a 2020 Senior Executive Team Market Stock Unit Award Agreement (the Agreement);
WHEREAS, you and NCR wish to amend the Agreement to reflect a modification to certain performance and vesting terms of the Agreement and to make certain conforming changes thereto.
NOW, THEREFORE, the Agreement is hereby amended as follows, effective as of the Grant Date (as defined in the Agreement):
1. Section 1 of the Agreement is amended to read as follows:
Grant of Stock Units. Subject to potential adjustment as set forth in Section 2 and further subject to the other terms and conditions of this Agreement, 100% of the number of Stock Units determined under Section 2 (the Earned Units) will become vested and non-forfeitable on December 15, 2022 (the Vesting Date), provided that (i) the Compensation and Human Resource Committee of the NCR Board of Directors (the Committee) has certified the applicable Common Stock price performance of NCR Corporation (NCR or Company) for the period from July 1, 2020 through December 15, 2022 (the Performance Period) and the percentage of Stock Units, if any, deemed earned and eligible for vesting hereunder, and (ii) you are continuously employed by an Employer through and until the Vesting Date. The Stock Units are referred to in this Agreement as Vested at the time they become vested and non-forfeitable pursuant to this Section or Section 2 or Section 4 below.
2. The treatment for Death or Disability in Section 4 of the Agreement is amended to read as follows:
Vesting: Your unvested Stock Units will become fully Vested on the later of January 1, 2022 or your Termination Date (the later of which shall be the Vesting Date for purposes of Section 3 in such event) in an amount equal to the Earned Units as determined under Section 2, provided that, in either event, (i) the Performance Period shall be the period from July 1, 2020 through December 31, 2021 and (ii) the Ending Closing Price shall mean the closing market price of one share of Common Stock reported on the New York Stock Exchange on December 31, 2021.