| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
NCR Corporation (the “Company”) entered into employment agreement amendments (the “Amendments”) with each of Michael D. Hayford, the Company’s Chief Executive Officer, Owen J. Sullivan, the Company’s President and Chief Operating Officer, Timothy C. Oliver, the Company’s Senior Executive Vice President and Chief Financial Officer, and Donald W. Layden, the Company’s Executive Vice President, President, Payments & Network, Head of Strategy and M&A.
Mr. Hayford’s Amendment provides that: (i) for purposes of the Amended and Restated NCR Change in Control Severance Plan (the “CIC Severance Plan”), if his employment is terminated without cause or he resigns for good reason (as defined in the CIC Severance Plan) within the two-year period following, or the ninety-day period preceding, a “qualified transaction” (as defined in the Amendment, which includes, among other things, a spin-off, split-off or sale of the Commerce or Banking segment or a sale of more than 50% of the Company’s assets), he will receive the separation benefits that he is currently eligible to receive under the CIC Severance Plan upon a termination without cause or resignation for good reason following a change in control; (ii) for purposes of any then-outstanding equity awards, if his employment is terminated without cause or he resigns for good reason (as defined in the CIC Severance Plan) within the two-year period following, or the ninety-day period preceding, a qualified transaction, he will receive the accelerated vesting treatment (and for any stock options, the post-termination exercise period) as set forth in the applicable award agreements upon a “Change in Control Termination” or “Good Reason Termination,” as the case may be, that occurs in connection with a change in control in which the equity awards are assumed, converted or replaced; (iii) for purposes of any pre-2023 equity awards, if his employment is terminated for any reason other than for cause on or after August 13, 2024, he will receive the vesting treatment that he would have received upon a “mutually agreed retirement” approved by the Compensation and Human Resource Committee of the Board of the Directors (the “CHRC”) (as described in the Company’s annual proxy statement filed on March 22, 2022), and any vested options will remain outstanding and exercisable through their original expiration dates; and (iv) the completion of a qualified transaction will constitute good reason for purposes of the CIC Severance Plan and any equity awards.
Mr. Sullivan’s and Mr. Layden’s Amendments provide that: (i) for purposes of the Amended and Restated NCR Executive Severance Plan (the “Executive Severance Plan”), if he resigns for good reason (as defined in the CIC Severance Plan), he will receive the separation benefits that he is currently eligible to receive under the Executive Severance Plan upon a termination without cause; (ii) for purposes of the CIC Severance Plan, if his employment is terminated without cause or he resigns for good reason (as defined in the CIC Severance Plan) within the two-year period following a qualified transaction, he will receive the separation benefits that he is currently eligible to receive under the CIC Severance Plan upon a termination without cause or resignation for good reason following a change in control; (iii) the completion of a qualified transaction will constitute good reason for purposes of the CIC Severance Plan and any 2023 equity awards; (iv) for purposes of any pre-2023 equity awards, if his employment is terminated for any reason other than for cause, he will receive the vesting treatment that he would have received upon a “mutually agreed retirement” approved by either the Chief Executive Officer or the CHRC (as described in the Company’s annual proxy statement filed on March 22, 2022), and any vested options will remain outstanding and exercisable through their original expiration dates, provided that if his employment is terminated for cause or he resigns without good reason (as defined in the CIC Severance Plan) prior to the earlier to occur of either December 1, 2023, or the occurrence of a qualified transaction, he will not be entitled to receive such vesting and post-termination exercisability treatment; and (v) for purposes of any 2023 equity awards, if his employment is terminated for any reason other than for cause, he will receive the vesting treatment that he would have received upon a qualified retirement occurring on or after the first anniversary of the grant date (i.e., continued vesting, without pro-ration, subject to actual performance), provided that if his employment is terminated for cause or he resigns without good reason (as defined in the CIC Severance Plan) prior to the earlier to occur of either the first anniversary of the grant date or the occurrence of a qualified transaction, he will not be entitled to receive such vesting treatment.
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