Second Amendment to the Amended and Restated NCR Change in Control Severance Plan

Summary

This amendment updates the NCR Change in Control Severance Plan, which provides severance benefits to certain executives if there is a change in control of NCR Corporation. The amendment, effective October 24, 2017, revises Exhibit A to specify which executive positions are eligible to participate in the plan and their respective benefit tiers. The positions include the Chairman and CEO, President and COO, Executive Vice Presidents, and other senior officers. The amendment was approved by the Compensation and Human Resource Committee of NCR's Board of Directors.

EX-10.11.2 2 exhibit10112secondamendmen.htm EXHIBIT 10.11.2 SECOND AMENDMENT TO THE NCR CHANGE IN CONTROL SEVERANCE PLAN Exhibit

EXHIBIT 10.11.2

SECOND AMENDMENT TO THE AMENDED AND RESTATED

NCR CHANGE IN CONTROL SEVERANCE PLAN

WHEREAS, NCR Corporation (the “Company”) previously adopted the Amended and Restated NCR Change in Control Severance Plan (the “CIC Severance Plan”), as amended and restated effective December 31, 2008, and as further amended effective January 27, 2010;

WHEREAS, the Compensation and Human Resource Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”) desires to further amend the CIC Severance Plan, as provided below, to update Exhibit A to the CIC Severance Plan, which identifies the positions of executives eligible to participate in the CIC Severance Plan and their respective benefit Tier Levels; and

WHEREAS, the Compensation Committee has determined that, in furtherance of these objectives, it is desirable to amend the CIC Severance Plan as described below, as permitted by Articles III and VI of the CIC Severance Plan, and in accordance with the Board’s delegation of amendment authority to the Compensation Committee on October 21, 2015.

NOW THEREFORE, effective October 24, 2017, the CIC Severance Plan is hereby amended as follows:

Exhibit A is amended to read:

Exhibit A

Participants and Tier Levels

(Revised October 24, 2017)

The following positions are the Participants, and their respective Tier Levels, under this Plan:



*Position*	*Tier Level*
Chairman and Chief Executive Officer	I
President and Chief Operating Officer	I

Executive Vice President	II
Senior Vice President and Chief Financial Officer	II
Senior Vice President, General Counsel and Secretary	II
Senior Vice President, Human Resources	II