TERADATA INCENTIVE STOCK PURCHASE PLAN
(Effective June 1, 2020)
The Teradata Incentive Stock Purchase Plan (Plan) provides Eligible Employees with an opportunity to purchase Shares from the Company at current fair market value by electing to forego cash compensation that is otherwise due under certain annual incentive programs. The Plan is not intended to be, and will not be treated as, an equity-compensation plan within the meaning of Rule 303A.08 of the NYSE Listed Company Manual. Further, the Plan is not intended to be, and will not be treated as, an employee stock purchase plan within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended. This Plan is hereby adopted effective as of June 1, 2020 (the Effective Date).
2.1 Annual Incentive Compensation means the gross amount otherwise payable in cash to a Participant by the Company or a Subsidiary for the 2020 fiscal year under the Teradata Management Incentive Plan, the Teradata Annual Incentive Plan, or any other cash incentive plan or program covering the Participant and designated by the Committee from time-to-time.
2.2 Board of Directors means the Board of Directors of the Company.
2.3 Brokerage Account has the meaning set forth in Section 10.
2.4 Committee means the means the Compensation and Human Resource Committee of the Board of Directors.
2.5 Company means Teradata Corporation, a Delaware corporation.
2.6 Eligible Employees means only those Employees of the Company or a Subsidiary who are designated by the Committee from time to time as eligible to participate in the Plan. In lieu of expressly selecting Eligible Employees for Plan participation, the Committee may establish eligibility criteria providing for participation of all Eligible Employees who satisfy such criteria.
2.7 Employees means all individuals employed by the Company or a Subsidiary.
2.8 Offering means the offering of Shares to Eligible Employees pursuant to the Plan.
2.9 Participant means an Eligible Employee who elects to participate in the Plan.
2.10 Plan means this Teradata Incentive Stock Purchase Plan.
2.11 Purchase Date means the date that Annual Incentive Compensation is otherwise payable to a Participant in cash, but for the election made in the Participants Stock Purchase Agreement.