Exhibit 10.3
NCR
NONQUALIFIED EXCESS PLAN
Restated Effective January 1, 1996
NCR
NONQUALIFIED EXCESS PLAN
ARTICLE I
Definitions
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Wherever used herein, the following terms have the meanings indicated:
1.1 "Beneficiary" means the individual or entity under the Pension Plan to
receive benefits thereunder by reason of the death of a Participant.
1.2 "Board of Directors" means the Board of Directors of the Company.
1.3 "Code" means the Internal Revenue Code of 1986 as amended.
1.4 "Company" means NCR Corporation, a Maryland corporation, and any of
its subsidiaries that have adopted a Pension Plan.
1.5 "Participant" means each individual who participates in the Plan in
accordance with Article II.
1.6 "Pension Plan" means any of the U.S. tax-qualified defined benefit
pension plans sponsored by the Company.
1.7 "Plan" means the NCR Nonqualified Excess Plan as set forth in this
document and in any amendments from time to time made hereto.
ARTICLE II
Participation
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2.1 A participant in a Pension Plan shall become a Participant in this
Plan if he or she terminates employment with the Company on or after January 1,
1994, and either:
(a) his or her benefits under the Pension Plan are limited by application
of the limitation on the annual benefit that may be paid from a qualified
retirement plan set forth in Section 415 of the Code, or
(b) he or she retires while serving in a position considered by the Company
to be equivalent to E-Band or higher, and his or her benefits under the Pension
Plan are limited by application of the limit on annual compensation that may be
taken into account for qualified retirement plan purposes set forth in Section
401(a)(17) of the Code.
ARTICLE III
Benefits
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3.1 Each Participant (or the Beneficiary of a deceased Participant) shall
be entitled to a benefit under this Plan equal to the excess of (i) the benefit
to which he or she would be entitled under the Pension Plan (including the
portion of the PensionPLUS benefit attributable to years after December 31,
1994, but disregarding the 1985 Minimum Benefit), calculated without regard to
the limitations set forth in Section 415 or Section 401(a)(17) of the Code, over
(ii) the Participant's actual benefits from the Pension Plan.
ARTICLE IV
Distribution of Benefits
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4.1 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. The benefit to which a Beneficiary is entitled under
this Plan shall be paid at the same time and in the same form as the benefit to
which such Beneficiary is entitled under the Pension Plan.
ARTICLE V
Unfunded Nature of the Plan
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5.1 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 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 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 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 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.
ARTICLE VIII
Miscellaneous
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8.1 This Plan shall be construed in accordance with the laws of the State
of Ohio.
8.2 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 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 provide. No employee shall have any right to
a benefit under this Plan unless he or she meets the conditions specified in
Section 2.1.
8.4 Expenses of the Plan shall be paid by the Company.
8.5 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 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 The portion of this Plan paying benefits in excess of the limit
contained in Section 415 of the Code is intended to qualify for exemption from
the Employee Retirement Income Security Act of 1974 ("ERISA") as an unfunded
excess benefit plan under Sections 3(36) and 4(b)(5) of ERISA. The portion of
this Plan paying benefits without regard to the limitations contained in Section
401(a)(17) of the code is intended to qualify for exemption from Parts II, III
and IV of 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 this
8th day of April, 1996.
FOR NCR CORPORATION
By: /Richard H. Evans/
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Richard H. Evans
Senior Vice President, Global Human Resources