Equity Awards:
For purposes of any then-outstanding equity awards held by you under NCR’s 2017 Stock Incentive Plan, upon (x) a termination of your employment by NCR without Cause (as defined the Employment Agreement) or (y) a termination of your employment by you for Good Reason (as defined in the Change in Control Severance Plan, except that references in such definition to the occurrence of a “Change in Control” shall be replaced with the effective date of a Qualified Transaction (as defined in the 2023 Performance-Based Restricted Stock Unit Award Agreements listed in Section 2 of Exhibit A hereto)) in either case (i) within the two (2) year period following a Qualified Transaction or (ii) within the ninety (90) day period before a Qualified Transaction, you shall be entitled to receive the accelerated vesting treatment (and for any stock options, the post-termination exercise period) as set forth in the applicable equity 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 following such Change in Control. For the avoidance of doubt, in the event of a termination of your employment by NCR without Cause or your resignation for Good Reason during the ninety (90) day period before a Qualified Transaction, any condition of your employment on the date of the Qualified Transaction shall be deemed satisfied; provided that any allocation of authority, duties or responsibilities by the NCR Board relating solely to preparing NCR to accomplish a Qualified Transaction shall not constitute Good Reason.
The parties agree that, under the 2017 Stock Incentive Plan, the Board has the authority and discretion to accelerate or continue vesting under the award agreements listed in Exhibit A hereto; and the Board agrees to exercise such authority and discretion reasonably and in good faith.
Reference is hereby made to your outstanding equity awards under the 2017 Stock Incentive Plan listed on Section 1 of Exhibit A hereto, each of which provides for vesting treatment upon your “Mutually Agreed Retirement.” Specifically, the award agreements provide that, subject to the approval of the Committee, if: (A) you retire from employment at age sixty-two (62) or older with at least two (2) years of continuous service with your employing entity (excluding service with acquired entities before the acquisition) and (B) you continue to comply with the terms of the applicable award agreement (including the restrictive covenant provisions contained therein), you will receive the vesting treatment provided therein upon a “Mutually Agreed Retirement.” Upon a termination of your employment with NCR for any reason other than a “Termination For Cause” (as defined in the Employment Agreement) on or after August 13, 2024, you will irrevocably and contractually be entitled to receive the vesting treatment set forth in the applicable award agreements that you would have received upon a “Mutually Agreed Retirement” approved by the Committee, and any vested options (including any 2018, 2019 or 2020 options) then held by you shall, irrevocably and contractually, remain outstanding and exercisable in accordance with their terms though the original expiration date set forth in the applicable award agreements that applies in the absence of termination of your employment; and you may rely on this treatment as provided in the foregoing sentence.
Good Reason Termination:
In the event of any Qualified Transaction, a Good Reason event shall be conclusively deemed to have occurred (based on a material diminution of your duties and responsibilities), and the NCR Board (or any other NCR body or person) shall have no authority or discretion to determine otherwise. Accordingly, in those circumstances, you will have the absolute right, after any Qualified Transaction, to resign for Good Reason and to receive (a) the separation benefits set forth in the Change in Control Severance Plan at a “Tier I” benefit level and (b) the accelerated vesting treatment (and the post-termination exercise period for stock options) set forth in the applicable award agreements upon a “Good Reason Termination.”
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