NCR Corporation 2013 Stock Incentive PlanRestricted Stock Unit Award Agreement • April 28th, 2017 • NCR Corp • Calculating & accounting machines (no electronic computers)
You have been awarded a number of time-based restricted stock units (the “Stock Units”) under the NCR Corporation 2013 Stock Incentive Plan, as amended from time to time (the “Plan”), which number is described on the time-based restricted stock unit information page on the website (www.netbenefits.fidelity.com) of the third party Plan administrator (the “TPA”) for NCR Corporation (referred to herein as “NCR” or the “Company”), effective as of the date of grant of this award (the “Grant Date”), subject to the terms and conditions of this 2017 Time-Based Restricted Stock Unit Award Agreement (this “Agreement”), including the non-competition, non-solicitation and non-recruit/hire post-employment restrictive covenants set forth in Section 10, and the Plan. Capitalized terms used but not defined herein are defined in the Plan.
FORM OF AWARD AGREEMENT 2017 Single-Metric Performance-Based Restricted Stock Unit Award Agreement NCR Corporation 2013 Stock Incentive PlanForm of Award Agreement • April 28th, 2017 • NCR Corp • Calculating & accounting machines (no electronic computers)
You have been awarded a number of performance-based restricted stock units (the “Stock Units”) under the NCR Corporation 2013 Stock Incentive Plan as amended from time to time (the “Plan”), which number is described on the restricted stock unit information page on the website (www.netbenefits.fidelity.com) of the third party Plan administrator (the “TPA”) for NCR Corporation (referred to herein as “NCR” or the “Company”), effective as of the date of grant of this award (the “Grant Date”), subject to the terms and conditions of this 2017 Single-Metric Performance-Based Restricted Stock Unit Award Agreement (this “Agreement”), including the non-competition, non-solicitation and non-recruit/hire post-employment restrictive covenants set forth in Section 10, and the Plan. Capitalized terms used but not defined herein are defined in the Plan.
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • April 28th, 2017 • NCR Corp • Calculating & accounting machines (no electronic computers) • Maryland
THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of March 10, 2017 by and between NCR Corporation, a Maryland corporation (the “Company”), Blackstone BCP VI SBS ESC Holdco L.P., a Delaware limited partnership (“BCP SBS”), Blackstone NCR Holdco L.P., a Delaware limited partnership (“BCP Holdco”), BTO NCR Holdings - ESC L.P., a Delaware limited partnership (“BTO ESC”) and BTO NCR Holdings L.P., a Delaware limited partnership (“BTO Holdco” and, together with BCP SBS, BCP Holdco and BTO ESC, the “Sellers”).
NCR Corporation 2013 Stock Incentive PlanRestricted Stock Unit Award Agreement • April 28th, 2017 • NCR Corp • Calculating & accounting machines (no electronic computers)
You have been awarded a number of performance-based restricted stock units (the “Stock Units”) under the NCR Corporation 2013 Stock Incentive Plan, as amended from time to time (the “Plan”), which number is described on the performance-based restricted stock unit information page on the website (www.netbenefits.fidelity.com) of the third‑party Plan administrator (the “TPA”) for NCR Corporation (referred to herein as “NCR” or the “Company”), effective as of the date of grant of this award (the “Grant Date”), subject to the terms and conditions of this 2017 Performance-Based Restricted Stock Unit Award Agreement (this “Agreement”), including the non-competition, non-solicitation and non-recruit/hire post-employment restrictive covenants set forth in Section 10, and the Plan. Capitalized terms used but not defined herein are defined in the Plan.
WAIVER AND AMENDMENT OF INVESTMENT AGREEMENTWaiver and Amendment of Investment Agreement • April 28th, 2017 • NCR Corp • Calculating & accounting machines (no electronic computers)
This waiver and amendment agreement (this “Letter Agreement”) dated as of March 13, 2017 is made by and between NCR Corporation (the “Company”) and the Blackstone Entities set forth on the signature pages hereto (the “Blackstone Entities”).
