Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced, Timothy C. Oliver has been designated as the Chief Executive Officer of NCR Atleos, LLC (“Atleos”), effective as of and conditional upon the separation of Atleos from NCR Corporation (“NCR,” to be renamed “NCR Voyix”) and the distribution of the shares of Atleos to common stockholders of NCR (collectively the separation and distribution, the “spin-off”). Mr. Oliver will cease serving as Senior Executive Vice President and Chief Financial Officer of NCR upon the closing of the spin-off.
Mr. Oliver’s biographical information and business experience is included in the registration statement on Form 10 initially filed by Atleos with the U.S. Securities and Exchange Commission on June 26, 2023 and as further amended thereafter and declared effective August 11, 2023 (as amended, the “Form 10”).
In connection with his designation as Chief Executive Officer of Atleos, Atleos, Cardtronics USA, Inc., a wholly owned subsidiary of Atleos, and Mr. Oliver entered into an employment agreement, effective as of and conditional upon the closing of the spin-off, pursuant to which he will receive an annual base salary of $800,000 and participate in the Atleos Management Incentive Plan with a total annual cash target bonus opportunity of 150% of his base salary. Beginning in 2024, Mr. Oliver will also be eligible to receive annual equity grants under the Atleos 2023 Stock Incentive Plan with a minimum grant date value equal to $5,500,000. In the event of a qualifying termination, Mr. Oliver will participate in the Atleos Executive Severance Plan with a separation benefit of one times his annual base salary and target bonus, and will participate in the Atleos Change in Control Severance Plan with a separation multiplier equal to two-hundred percent (provided that in the event of a qualifying termination during the two-year period following the spin-off, the separation multiplier will be three-hundred percent). The employment agreement also contains customary employment terms and conditions, and in-term and post-term restrictive covenants applicable to Mr. Oliver.
The completion of the spin-off is subject to certain conditions as described in the Form 10 and in the related Atleos information statement, dated August 14, 2023, to be made available to NCR stockholders. There are no assurances as to when the spin-off will be completed, if at all.
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