Exhibit 10.5
NCR BOARD OF DIRECTORS
PAYMENT ELECTION FOR DIRECTOR PAY
As provided in the NCR Directors Compensation Program, I hereby elect to receive myannual retainer and meeting fees earned after January 1, 2005,* as follows:
• | In cash payable in quarterly installments as earned under the program. |
• | In shares of NCR common stock, payable at the same time(s) as the cash retainer. |
• | 50% in cash and 50% in shares of NCR common stock, payable at the same times as the cash retainer. |
• | As a Deferred Stock Award, with the deferred amounts paid at the following time(s): |
• | on the date of my termination as a Director (or such later date as may be required under applicable regulations); or |
• | in one, two, three, four, or five (check one option) annual installment(s), beginning on the April 30 following my termination as a Director (or such later date as may be required under applicable regulations). |
Note: | If a “rolling” distribution with a separate schedule for each year’s pay is desired, please contact NCR’s Executive Compensation department for additional deferral options. |
As provided in the NCR Directors Compensation Program, I hereby elect to receive anyannual stock grants earned after January 1, 2005,** as follows:
• | In current shares of NCR common stock. |
• | As a Deferred Stock Award, payable at the time(s) elected above. |
* | This election form supersedes all previous forms completed by me, and will remain in effect until a new form is completed by me at a later date. |
** | This election applies to the deferral of any portion of my 2004 annual retainer/fees earned in 2005, and supersedes any prior elections of such portion of my retainer/fees. |
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Signature | Date |
THIS FORM MUST BE RETURNED BY DECEMBER 31, 2004.