REVOLVING CREDIT AGREEMENT dated as of June 11, 2018, among TERADATA CORPORATION, as Borrower BANK OF AMERICA, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender JPMORGAN CHASE BANK, N.A., as an L/C Issuer and Syndication Agent...Revolving Credit Agreement • June 13th, 2018 • Teradata Corp /De/ • Electronic computers • New York
This REVOLVING CREDIT AGREEMENT is entered into as of June 11, 2018 (this “Agreement”), among TERADATA CORPORATION, as Borrower, each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender, JPMORGAN CHASE BANK, N.A., as an L/C Issuer and Syndication Agent, and CITIBANK, N.A., MUFG BANK, LTD., U.S. BANK NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.
Form of Restricted Share Unit Agreement (Graded Vesting – New-Hire Award) Under the Teradata 2012 Stock Incentive PlanRestricted Share Unit Agreement • August 6th, 2021 • Teradata Corp /De/ • Services-prepackaged software
You have been awarded a number of restricted share units (the “Share Units”) under the Teradata 2012 Stock Incentive Plan (the “Plan”), as described on the restricted share unit information page on the website of Teradata’s third-party Plan administrator, subject to the terms and conditions of this Restricted Share Unit Agreement (this “Agreement”) and the Plan. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.
Form of Restricted Share Unit Agreement For Non-U.S. Employees (Graded Vesting) Under the Teradata 2012 Stock Incentive PlanRestricted Share Unit Agreement • May 11th, 2020 • Teradata Corp /De/ • Services-prepackaged software
You have been awarded a number of restricted share units (the “Share Units”) under the Teradata 2012 Stock Incentive Plan (the “Plan”), as described on the restricted share unit information page on the website of Teradata’s third-party Plan administrator, subject to the terms and conditions of this Restricted Share Unit Agreement (this “Agreement”) and the Plan. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.
AGREEMENT AND PLAN OF MERGER BY AND AMONG TERADATA CORPORATION, OAKLAND MERGER CORPORATION, ASTER DATA SYSTEMS, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS THE EXCLUSIVE REPRESENTATIVE OF THE INDEMNIFYING PARTIES NAMED HEREIN Dated as of...Agreement and Plan of Merger • April 6th, 2011 • Teradata Corp /De/ • Electronic computers • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 2, 2011 by and among Teradata Corporation, a Delaware corporation (“Parent”), Oakland Merger Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Aster Data Systems, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the exclusive representative of the Indemnifying Parties in connection with the transactions contemplated by this Agreement (the “Representative”).
Form of Restricted Share Unit AgreementRestricted Share Unit Agreement • August 4th, 2017 • Teradata Corp /De/ • Electronic computers
You have been awarded a number of restricted Share Units (the “Share Units”) under the Teradata 2012 Stock Incentive Plan (the “Plan”), as described on the restricted share unit information page on the website of Teradata’s third party Plan administrator, subject to the terms and conditions of this Restricted Share Unit Agreement (this “Agreement”) and the Plan. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.
TERM LOAN AGREEMENT dated as of June 11, 2018, among TERADATA CORPORATION, as Borrower JPMORGAN CHASE BANK, N.A., as Administrative Agent BANK OF AMERICA, N.A., as Syndication Agent CITIBANK, N.A., MUFG BANK, LTD., U.S. BANK NATIONAL ASSOCIATION, and...Assignment and Assumption • June 13th, 2018 • Teradata Corp /De/ • Electronic computers • New York
This TERM LOAN AGREEMENT is entered into as of June 11, 2018 (this “Agreement”), among TERADATA CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, and BANK OF AMERICA, N.A., as Syndication Agent.
PERFORMANCE-BASED RESTRICTED SHARE UNIT AGREEMENT Under the Teradata 2023 Stock Incentive Plan (20[•]-20[•] Performance Period Award)Performance-Based Restricted Share Unit Agreement • May 12th, 2023 • Teradata Corp /De/ • Services-prepackaged software
You have been awarded a number of restricted share units (the “Share Units”) under the Teradata 2023 Stock Incentive Plan (the “Plan”), upon the terms and subject to the conditions of this Performance-Based Restricted Share Unit Agreement (this “Agreement”) and the Plan. Please refer to the share unit information page on the website of Teradata’s third-party Plan administrator for your “Target Number of Share Units.” Teradata Corporation and its affiliate companies are referred to collectively herein as “Teradata.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.
TERM LOAN AGREEMENT dated as of April 5, 2011, among TERADATA CORPORATION, as Borrower JPMORGAN CHASE BANK, N.A., as Administrative Agent BANK OF AMERICA, N.A., as Syndication Agent and the other LENDERS party hereto J.P. MORGAN SECURITIES LLC and...Term Loan Agreement • April 6th, 2011 • Teradata Corp /De/ • Electronic computers • New York
For the period from the Closing Date until the first Business Day immediately following the date a Compliance Certificate is delivered for the fiscal quarter ending March 31, 2011 pursuant to Section 5.01(c), the Applicable Rate shall equal Pricing Level II. Thereafter, any increase or decrease in the Applicable Rate resulting from a change in the Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 5.01(c); provided, however, that if a Compliance
Form of Restricted Stock Unit Agreement Under the Teradata Corporation 2007 Stock Incentive PlanRestricted Stock Unit Agreement • March 1st, 2011 • Teradata Corp /De/ • Electronic computers
You have been awarded a number of restricted stock units (the “Stock Units”) under the Teradata Corporation 2007 Stock Incentive Plan (the “Plan”), as described on the restricted stock unit information page on the website of Teradata’s third party Plan administrator, subject to the terms and conditions of this Restricted Stock Unit Agreement (this “Agreement”) and the Plan.
PERFORMANCE-BASED RESTRICTED SHARE UNIT AGREEMENT Under the Teradata 2012 Stock Incentive Plan (2018-2020 Performance Period Award)Performance-Based Restricted Share Unit Agreement • February 23rd, 2018 • Teradata Corp /De/ • Electronic computers
You have been awarded the contingent right to receive a credit of share units (the “Share Units”) under the Teradata 2012 Stock Incentive Plan (the “Plan”), upon the terms and subject to the conditions of this Performance-Based Restricted Share Unit Agreement (this “Agreement”) and the Plan. Please refer to the share unit information page on the website of Teradata’s third party Plan administrator for your “Target Number of Share Units.” Teradata Corporation and its affiliate companies are referred to collectively herein as “Teradata.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan. It is intended that, if you are a “covered employee” within the meaning of Section 162(m) of the Code, any Share Units payable to you under this Agreement will qualify as “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code, to the extent that such qualification is otherwise available under applicable law,
Form of Stock Option Agreement Under the Teradata Corporation 2007 Stock Incentive Plan (Non-Statutory Stock Option)Form of Stock Option Agreement • March 1st, 2011 • Teradata Corp /De/ • Electronic computers
You have been granted an option (the “Option”) under the Teradata Corporation 2007 Stock Incentive Plan (the “Plan”) to purchase from Teradata a number of shares of common stock of Teradata (“Shares”) at the price per Share as described on the stock option information page on the website of Teradata’s third party Plan administrator, subject to the terms and conditions of this Stock Option Agreement (this “Agreement”) and the Plan.
SEPARATION AND DISTRIBUTION AGREEMENT by and between NCR CORPORATION and TERADATA CORPORATION Dated as of August 27, 2007Separation and Distribution Agreement • September 11th, 2007 • Teradata Corp /De/ • Electronic computers • New York
THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated as of August 27, 2007, is by and between NCR Corporation, a Maryland corporation (“NCR”), and Teradata Corporation, a Delaware corporation (“Teradata”). Capitalized terms used herein shall have the respective meanings assigned to them in Article I hereof.
Teradata Corporation 2007 Stock Incentive Plan)Restricted Stock Unit Agreement • February 29th, 2012 • Teradata Corp /De/ • Electronic computers
You have been awarded the contingent right to receive a credit of stock units (the “Stock Units”) under the Teradata Corporation 2007 Stock Incentive Plan (the “Plan”), upon the terms and subject to the conditions of this 2012 Performance-Based Restricted Stock Unit Agreement (this “Agreement”) and the Plan. Please refer to the stock unit information page on the website of Teradata’s third party Plan administrator for your “Target Number of Stock Units.”
Form of Restricted Share Unit Agreement (Cliff Vesting) Under the Teradata 2023 Stock Incentive PlanRestricted Share Unit Agreement • February 23rd, 2024 • Teradata Corp /De/ • Services-prepackaged software
FORM OF TAX SHARING AGREEMENT DATED AS OF [ ] BY AND AMONG NCR CORPORATION AND TERADATA CORPORATIONTax Sharing Agreement • August 21st, 2007 • Teradata Corp /De/ • Computer storage devices
This TAX SHARING AGREEMENT (this “Agreement”) is entered into as of [ ], 2007 by and between NCR Corporation, a Maryland corporation (“NCR”), and Teradata Corporation, a Delaware corporation and a wholly owned subsidiary of NCR (“Teradata”).
Form of 2008 Performance Based Restricted Stock Unit Agreement Under the Teradata Corporation 2007 Stock Incentive PlanRestricted Stock Unit Agreement • November 30th, 2007 • Teradata Corp /De/ • Electronic computers
You have been awarded a number of restricted stock units (the “Stock Units”) under the Teradata Corporation 2007 Stock Incentive Plan (the “Plan”) as described on the restricted stock unit information page on the website of Teradata’s third party Plan administrator, subject to the terms and conditions of this 2008 Performance Based Restricted Stock Unit Agreement (this “Agreement”) and the Plan.
Form of Stock Option Agreement For Non-U.S. Employees Under the Teradata 2012 Stock Incentive Plan (Non-Statutory Stock Option)Of Stock Option Agreement • February 27th, 2015 • Teradata Corp /De/ • Electronic computers • Delaware
You have been granted an option (the “Option”) under the Teradata 2012 Stock Incentive Plan (the “Plan”) to purchase a number of shares of common stock of Teradata Corporation (“Shares”) at the price per Share as described on the stock option information page on the website of Teradata’s third party Plan administrator, subject to the terms and conditions of this Stock Option Agreement (this “Agreement”) and the Plan. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.
Form of Stock Option Agreement For Non-U.S. Employees Under the Teradata 2023 Stock Incentive Plan (Non-Statutory Stock Option)Stock Option Agreement • May 12th, 2023 • Teradata Corp /De/ • Services-prepackaged software
You have been granted an option (the “Option”) under the Teradata 2023 Stock Incentive Plan (the “Plan”) to purchase a number of shares of common stock of Teradata Corporation (“Shares”) at the price per Share as described on the stock option information page on the website of Teradata’s third party Plan administrator, subject to the terms and conditions of this Stock Option Agreement (this “Agreement”) and the Plan. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.
Form of Restricted Share Unit Agreement For Non-U.S. Employees (Cliff Vesting) Under the Teradata 2023 Stock Incentive PlanRestricted Share Unit Agreement • February 23rd, 2024 • Teradata Corp /De/ • Services-prepackaged software
Form of Restricted Share Unit AgreementRestricted Share Unit Agreement • February 23rd, 2018 • Teradata Corp /De/ • Electronic computers
You have been awarded a number of restricted Share Units (the “Share Units”) under the Teradata 2012 Stock Incentive Plan (the “Plan”), as described on the restricted share unit information page on the website of Teradata’s third party Plan administrator, subject to the terms and conditions of this Restricted Share Unit Agreement (this “Agreement”) and the Plan. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.
December 19, 2008 Darryl McDonald Teradata Corporation Dear Darryl:Teradata Corp /De/ • February 28th, 2013 • Electronic computers
This letter amends the letter agreement between you and Teradata Corporation (“Teradata”) dated September 20, 2007 (the “Agreement”) and shall be effective as of December 31, 2008. As we have discussed, the amendment set forth below is necessary in order for the Agreement to comply with the new tax rules imposed under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).
EXHIBITS TO TERADATA TERM LOAN AGREEMENTAssignment and Assumption • May 6th, 2011 • Teradata Corp /De/ • Electronic computers • New York
Reference is made to that certain Term Loan Agreement, dated as of April 5, 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among TERADATA CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
SEPARATION AGREEMENTSeparation Agreement • August 1st, 2016 • Teradata Corp /De/ • Electronic computers • Ohio
This Separation Agreement (this “Agreement”) is made and entered into as of August 1, 2016 (the “Effective Date”), by and between Robert Fair (the “Executive”) and Teradata Corporation (the “Company”). The Company and Executive are sometimes collectively referred to herein as the Parties and individually as a Party. As used in this Agreement, the term “affiliate” shall mean any entity controlled by, controlling, or under common control with, the Company.
PERFORMANCE-BASED RESTRICTED SHARE UNIT AGREEMENT Under the Teradata 2012 Stock Incentive PlanRestricted Share Unit Agreement • February 27th, 2015 • Teradata Corp /De/ • Electronic computers
You have been awarded the contingent right to receive a credit of share units (the “Share Units”) under the Teradata 2012 Stock Incentive Plan (the “Plan”), upon the terms and subject to the conditions of this Performance-Based Restricted Share Unit Agreement (this “Agreement”) and the Plan. Please refer to the share unit information page on the website of Teradata’s third party Plan administrator for your “Target Number of Share Units.” Teradata Corporation and its affiliate companies are referred to collectively herein as “Teradata.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan. It is intended that, if you are a “covered employee” within the meaning of Section 162(m) of the Code, any Share Units payable to you under this Agreement will qualify as “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code, and this Agreement shall be interpreted and administered in accordance with such i
Mr. Stephen Scheppmann Teradata Corporation 11695 Johns Creek Parkway Johns Creek, GA 30097 Dear Steve:Teradata Corp /De/ • October 14th, 2008 • Electronic computers
This letter amends the letter agreement between you and Teradata Corporation (“Teradata” or the “Company”) dated August 20, 2007 (the “Agreement”). As we have discussed, the amendment set forth below is necessary in order for the Agreement to comply with the new tax rules imposed under Section 409A of the Internal Revenue Code of 1986, as amended.
AGREEMENTAgreement • May 5th, 2016 • Teradata Corp /De/ • Electronic computers • Ohio
This Agreement (this “Agreement”) is made and entered into as of May 5, 2016 (the “Effective Date”), by and between Michael Koehler (the “Executive”) and Teradata Corporation (the “Company”). The Company and Executive are sometimes collectively referred to herein as the “Parties” and individually as a “Party”.
PERFORMANCE-BASED RESTRICTED SHARE UNIT AGREEMENT (2020-2022 Performance Period Award) Inducement GrantRestricted Share Unit Agreement • June 2nd, 2020 • Teradata Corp /De/ • Services-prepackaged software • Delaware
You have been awarded a number of restricted Share Units (the “Share Units”), as described on the restricted share unit information page on the website of Teradata’s third-party plan administrator, as a material inducement to accept employment with Teradata and its affiliate companies (referred to collectively herein as “Teradata”), and pursuant to that certain offer letter entered into by and between you and Teradata, dated as of May 5, 2020. The Share Units are granted upon the terms, and subject to the conditions, set forth in this Performance-Based Restricted Share Unit Agreement (this “Agreement”). Please refer to the share unit information page on the website of Teradata’s third-party plan administrator for your “Target Number of Share Units.” The Share Units are granted as a stand-alone award, separate and apart from, and outside of, the Teradata 2012 Stock Incentive Plan (the “Plan”). However, capitalized terms used but not defined in the Agreement shall have the meanings given
FORM OF INTERIM SERVICES AND SYSTEMS REPLICATION AGREEMENTReplication Agreement • August 21st, 2007 • Teradata Corp /De/ • Computer storage devices
THIS INTERIM SERVICES AND SYSTEMS REPLICATION AGREEMENT, dated as of , 2007 (the “Effective Date”), is by and between Teradata Corporation, a Delaware corporation (“Teradata”), and NCR Corporation, a Maryland corporation (“NCR”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them herein or as assigned to them in the Separation and Distribution Agreement (as defined below).
FORM OF MASTER AGREEMENT TERMS & CONDITIONS FOR NCR’S ACQUISITION OF GOODS, LICENSES & SERVICES FROM TERADATA FOR NCR’S INTERNAL END-USER BUSINESS- OPERATIONS USE ONLYMaster Agreement • August 21st, 2007 • Teradata Corp /De/ • Computer storage devices
The terms of this Master Agreement, including any attachments to it and any amendments to it entered into by the parties, (“this Agreement”) apply to all goods, licenses and services (“Products”) ordered or acquired from Vendor (or its affiliates which agree in writing to be bound by the terms of this Agreement) during the Term of this Agreement and all Legacy Products (as defined herein) acquired by you (or by your affiliates, authorized lessors or authorized procurement or outsource providers which agree in writing to be bound by the terms of this Agreement) only for your and your affiliates’ internal end-user business-operations use, including access to and use by external partners, suppliers, dealers, affiliates, contractors and customers to support your and your affiliates’ business operations, (“Internal Use”). “Order-Specific Terms” for Products, such as Product identities, prices, discounts, quantities, dates, and any unique provisions which apply only to a particular order, wi
CEO PERFORMANCE-BASED RESTRICTED SHARE UNIT AGREEMENT Under the Teradata 2012 Stock Incentive Plan (2017 Performance Period Award)Restricted Share Unit Agreement • February 27th, 2017 • Teradata Corp /De/ • Electronic computers
You have been awarded the contingent right to receive a credit of share units (the “Share Units”) under the Teradata 2012 Stock Incentive Plan (the “Plan”), upon the terms and subject to the conditions of this Performance-Based Restricted Share Unit Agreement (this “Agreement”) and the Plan. Please refer to the share unit information page on the website of Teradata’s third party Plan administrator for your “Target Number of Share Units.” Teradata Corporation and its affiliate companies are referred to collectively herein as “Teradata.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan. It is intended that, if you are a “covered employee” within the meaning of Section 162(m) of the Code, any Share Units payable to you under this Agreement will qualify as “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code, and this Agreement shall be interpreted and administered in accordance with such i
Form of 2008 Stock Option Agreement Under the Teradata Corporation 2007 Stock Incentive Plan (Non-Statutory Stock Option)Option Agreement • November 30th, 2007 • Teradata Corp /De/ • Electronic computers
You have been granted an option (the “Option”) under the Teradata Corporation 2007 Stock Incentive Plan (the “Plan”) to purchase from Teradata a number of shares of common stock of Teradata (“Shares”) at the price per Share as described on the stock option information page on the website of Teradata’s third party Plan administrator, subject to the terms and conditions of this 2008 Stock Option Agreement (this “Agreement”) and the Plan.
SEPARATION AGREEMENTSeparation Agreement • August 9th, 2016 • Teradata Corp /De/ • Electronic computers • Ohio
This Separation Agreement (this “Agreement”) is made and entered into as of August 1, 2016 (the “Effective Date”), by and between Rick Morton (the “Executive”) and Teradata Corporation (the “Company”). The Company and Executive are sometimes collectively referred to herein as the Parties and individually as a Party. As used in this Agreement, the term “affiliate” shall mean any entity controlled by, controlling, or under common control with, the Company.
REVOLVING CREDIT AGREEMENT dated as of March 25, 2015, among TERADATA CORPORATION, as Borrower BANK OF AMERICA, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender JPMORGAN CHASE BANK, N.A., as Syndication Agent CITIBANK, N.A., HSBC...Revolving Credit Agreement • March 31st, 2015 • Teradata Corp /De/ • Electronic computers • New York
This REVOLVING CREDIT AGREEMENT is entered into as of March 25, 2015 (this “Agreement”), among TERADATA CORPORATION, as Borrower, each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender, JPMORGAN CHASE BANK, N.A., as Syndication Agent, and CITIBANK, N.A., HSBC BANK USA, N.A., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents.
EXECUTIVE SEVERANCE PLAN PARTICIPATION AGREEMENTParticipation Agreement • August 10th, 2020 • Teradata Corp /De/ • Services-prepackaged software
You have been selected to participate in the Teradata Executive Severance Plan (the “Plan”), subject to your execution and return of this agreement (this “Participation Agreement”) to Teradata Corporation (the “Company”). The Plan has been adopted by the Company effective as of February 1, 2017, and capitalized terms used without definition in this Participation Agreement have the meaning given to such terms in the Plan.
THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • January 28th, 2016 • Teradata Corp /De/ • Electronic computers • New York
This THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Amendment”) is entered into as of January 22, 2016 by and among Teradata Corporation, a Delaware corporation (the “Borrower”), each undersigned lender under the Revolving Credit Agreement referenced below (each, a “Consenting Lender”) and Bank of America, N. A., as administrative agent for the Lenders under the Revolving Credit Agreement referenced below (in such capacity, the “Administrative Agent”).
