Exhibit 10.2
NCR
MID-CAREER HIRE SUPPLEMENTAL PENSION PLAN
Restated Effective January 1, 1997
PREAMBLE
NCR Corporation (the "Company") adopted this NCR Mid-Career Hire
Supplemental Pension Plan (the "Plan") effective as of January 1, 1995, to
assist in attracting and retaining highly qualified candidates to fill key
positions, by providing a pension supplement to make up for loss of pension due
to employment change in mid-career.
The Company hereby amends and restates the Plan as set forth in
the following pages, effective January 1, 1997.
NCR
MID-CAREER HIRE SUPPLEMENTAL PENSION PLAN
ARTICLE I
Definitions
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Wherever used herein, the following terms have the meanings
indicated:
1.1 "Board of Directors" means the Board of Directors of the
Company.
1.2 "Code" means the Internal Revenue Code of 1986, as amended.
1.3 "Company" means NCR Corporation, a Maryland corporation, and
its subsidiaries.
1.4 "Participant" means each individual who participates in the Plan in
accordance with Article II.
1.5 "Plan" means the NCR Mid-Career Hire Supplemental Pension Plan as set
forth in this document, and in any amendments from time to time made hereto.
1.6 "Pension Plan" means the NCR Pension Plan.
ARTICLE II
Eligibility and Participation
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2.1 Eligibility. An individual is eligible to participate in the Plan if
he or she is hired by the Company for the first time on or after January 1, 1994
in a full-time position, at age 35 or older, in a D-Band or higher position. An
individual will also be eligible for the Plan if he or she transferred to the
Company, from AT&T Corp. prior to January 1, 1997 and was a participant in the
AT&T Mid-Career Pension Plan at the time of transfer.
Certain individuals hired prior to January 1, 1994, who are listed in
Appendix A, are also eligible to participate in the Plan.
In addition to the above, individuals may be designated as participants in
the Plan by signature of the Chief Executive Officer or the Senior Vice
President, Global Human Resources on an amended Appendix B to this Plan.
2.2 Participation. An individual will become a Participant eligible to
receive a benefit from this Plan if he or she retires or terminates employment
with the Company
while serving in an E-Band or higher position, and his or her service for NCR in
that capacity equals or exceeds five years. For individuals who transferred to
NCR from AT&T Corp. on or after September 13, 1991 and before January 1, 1997,
service with AT&T Corp. prior to such transfer will count as service with NCR
for this purpose.
2.3 Forfeiture of Benefits. All benefits to which a Participant would
otherwise be eligible shall be forfeited if the Participant, without the consent
of NCR, while employed by NCR or after termination of such employment, the
Participant becomes associated with, employed by or renders services to, or owns
an interest in (other than as a shareholder with a nonsubstantial interest in
such business) that is in competition with NCR.
All benefits to which a Participant would otherwise be eligible shall also
be forfeited if a Participant is terminated by NCR for cause, or is determined
by the Board to have engaged in misconduct in connection with the Participant's
employment with NCR.
ARTICLE III
Benefits
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3.1 Benefit. Each Participant shall be entitled to a benefit under this
Plan expressed as a single life annuity with a monthly payment equal to 1/12th
of the Participant's number of Pension Credit Years multiplied by 1% of the
Participant's Modified Average Pay.
3.2 Pension Credit Years. A Participant shall accrue a "Pension Credit
Year" for each 12-month period of full-time employment with the Company, up to a
maximum which equals the number of years between the Participant's age 30 and
the Participant's age when hired by the Company.
3.3 Modified Average Pay. "Modified Average Pay" means a Participant's
Modified Average Pay determined for purposes of the Participant's benefit under
the Pension Plan.
3.4 Death Benefits. If an individual eligible for benefits from this Plan
dies before retirement, but after becoming eligible to receive a benefit from
this Plan, a death benefit will be paid to the individual's spouse (if any), if
the spouse is living at the time the death benefit is to commence. The benefit
shall equal the survivor benefit that would have been payable to the spouse from
the Plan if the Participant had retired on the day before the date of death and
selected a 50% joint and survivor annuity. The death benefit shall commence as
of the later of the date of the Participant's death or the date the Participant
would have attained age 55, and shall be paid as a monthly annuity for the life
of the spouse.
3.5 Transfer to AT&T. If an individual eligible to participate in this
Plan transferred employment directly to AT&T Corp. prior to January 1, 1997, he
or she will accrue no additional Pension Credit Years after the date of such
transfer, but his or her service with AT&T Corp. prior to January 1, 1997 will
be counted to determine whether the individual has five years of service in an
E-Band or higher position for purposes of eligibility for a benefit from this
Plan.
ARTICLE IV
Distribution of Benefits
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4.1 Form of Distribution. The benefit to which a Participant is entitled
pursuant to Section 3.1 shall be paid at the same time and in the same form as
the Participant's benefit under the Pension Plan.
4.2 Commencement of Benefits. A Participant's benefit from this Plan
shall commence on the same day as the Participant's benefits from the Pension
Plan commence.
4.3 Reemployment. If a Participant commences receiving benefits under
this Plan and is subsequently reemployed on a full-time basis by the Company,
payments from this Plan shall be permanently suspended during the period of
reemployment. If such a Participant is reemployed by the Company, he or she
will resume participation in this Plan.
ARTICLE V
Unfunded Nature of the Plan
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5.1 Unfunded Plan. This Plan shall be unfunded. The funds used for
payment of benefits hereunder and of the expenses of administration hereof
shall, until such actual payment, continue to be a part of the general funds of
the Company, and no person other than the Company shall, by virtue of this Plan,
have any interest in any such funds. Nothing contained herein shall be deemed
to create a trust of any kind or create any fiduciary relationship. To the
extent that any person acquires a right to receive payments from the Company
under this Plan, such right shall be no greater than the right of any unsecured
general creditor of the Company.
ARTICLE VI
Administration of the Plan
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6.1 Plan Administrator. The Plan shall be administered by the Company.
The Company shall have the exclusive authority and responsibility for all
matters in connection with the operation and administration of the Plan. The
Company shall have all powers necessary or appropriate to carry out its duties,
including the discretionary authority to interpret the provisions of the Plan
and the facts and circumstances of claims for benefits. Decisions of the
Company shall be final and binding on all parties.
6.2 Delegation of Administrative Duties. The Company may, from time to
time, delegate to any person or persons or organizations any of its rights,
powers, and duties with respect to the operation and administration of the Plan.
6.3 Determination of Eligibility. In all questions relating to age and
service for eligibility for any benefit hereunder, or relating to term of
employment and rates of pay for determining benefits, the decisions of the
Company, based upon this Plan and the records of the Company, shall be final and
binding.
ARTICLE VII
Amendments and Termination
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7.1 Termination. This Plan shall terminate when all benefits payable
under the terms of the Plan have been paid. The Board of Directors in its
discretion may terminate the Plan at any time, provided, however, that no such
action shall adversely affect the right of any Participant (or Beneficiary) to a
benefit to which he or she as become entitled pursuant to this Plan.
7.2 Amendment. The Company may amend the Plan, provided that no such
action shall adversely affect the right of any Participant (or Beneficiary) to a
benefit to which he or she has become entitled pursuant to this Plan.
ARTICLE VIII
Miscellaneous
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8.1 Governing Law. This Plan shall be construed in accordance with the
laws of the State of Ohio.
8.2 Severability. If any provision of this Plan shall be held illegal or
invalid for any reason, the remaining provisions shall continue to be fully
effective.
8.3 No Additional Rights. Participation in this Plan shall not give to
any employee the right to be retained in the employ of the Company nor any right
or interest in this Plan other than as herein specifically provided. No
employee shall have any right to a benefit under this Plan unless he or she
meets the conditions specified in Sections 2.1 and 2.2.
8.4 Expenses. Expenses of the Plan shall be paid by the Company.
8.5 Facility of Payment. Any payment to a Participant or spouse of a
Participant or the legal representative of either, in accordance with the terms
of this Plan, shall to the extent thereof be in full satisfaction of all claims
such person may have against the Company hereunder, which may require such
payee, as a condition to such payment, to execute a receipt and release therefor
in such form as shall be determined by the Company.
8.6 Single Monthly Payment. The benefit payable from this Plan and any
benefits to which a Participant is entitled from other nonqualified plans
sponsored by the Company may be combined and paid by a single monthly check, in
the discretion of the Company.
8.7 Exemption From ERISA. This Plan is intended to qualify for exemption
from Parts II, III and IV of the Employee Retirement Income Security Act of 1974
("ERISA") as a plan maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees
under Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed on this
____ day of ____________, 1996.
NCR CORPORATION
By: /Richard H. Evans/
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Richard H. Evans
Senior Vice President, Global Human Resources