Form of Restricted Stock Unit Agreement Under the Teradata Corporation 2007 Stock Incentive PlanRestricted Stock Unit Agreement • August 21st, 2007 • Teradata Corp /De/ • Computer storage devices
You have been awarded a number of restricted stock units (the “Stock Units”) under the 2007 Stock Incentive Plan (the “Plan”) of Teradata Corporation (“Teradata”), 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 2007 Restricted Stock Unit Agreement (this “Agreement”) and the Plan.
Form of Stock Option Agreement Under the Teradata Corporation 2007 Stock Incentive Plan (Non-Statutory Stock Option)Form of Stock Option Agreement • August 21st, 2007 • Teradata Corp /De/ • Computer storage devices
You have been granted an option (the “Option”) under the 2007 Stock Incentive Plan (the “Plan”) of Teradata Corporation (“Teradata”) 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 2007 Stock Option Agreement (this “Agreement”) and the Plan.
FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and between NCR CORPORATION and TERADATA CORPORATION Dated as of August , 2007Separation and Distribution Agreement • August 21st, 2007 • Teradata Corp /De/ • Computer storage devices • New York
THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated as of August , 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.
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 2007 Performance Based Restricted Stock Unit Agreement Under the Teradata 2007 Stock Incentive PlanRestricted Stock Unit Agreement • August 21st, 2007 • Teradata Corp /De/ • Computer storage devices
You have been awarded a number of restricted stock units (the “Stock Units”) under the 2007 Stock Incentive Plan (the “Plan”) of Teradata Corporation (“Teradata”) 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 2007 Performance Based Restricted Stock Unit Agreement (this “Agreement”) and the Plan.
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
EXCLUSIVE PATENT LICENSEExclusive Patent License • August 21st, 2007 • Teradata Corp /De/ • Computer storage devices
THIS EXCLUSIVE PATENT LICENSE (hereinafter “EPL”) is effective as of , by and between NCR Corporation, a Maryland corporation, having a principal place of business at 1700 S. Patterson Blvd., Dayton, Ohio 45479 (hereinafter “NCR”), and Teradata US, Inc., a Delaware corporation, having a principal place of business at 1700 S. Patterson Blvd., Dayton, Ohio 45479 (hereinafter “Teradata”), each hereinafter referred to as a “Party.”
Form of Performance Based Restricted Stock Agreement Under the Teradata 2007 Stock Incentive PlanRestricted Stock Agreement • August 21st, 2007 • Teradata Corp /De/ • Computer storage devices
You have been awarded a number of restricted shares of Teradata common stock (the “Restricted Stock”) under the 2007 Stock Incentive Plan (the “Plan”) of Teradata Corporation (“Teradata”), as listed on the restricted stock grant information page on the website of Teradata’s third party Plan administrator, subject to the terms and conditions of this 2007 Performance Based Restricted Stock Agreement (this “Agreement”) and the Plan.
FORM OF EMPLOYEE BENEFITS AGREEMENT by and between NCR CORPORATION and TERADATA CORPORATION Dated as ofEmployee Benefits Agreement • August 21st, 2007 • Teradata Corp /De/ • Computer storage devices
This EMPLOYEE BENEFITS AGREEMENT, dated as of [ ], 2007 is by and between NCR Corporation, a Maryland corporation (“NCR”), and Teradata Corporation, a Delaware corporation (“Teradata”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof or assigned to them in the Separation and Distribution Agreement (as defined below), as applicable.
FORM OF MASTER RESELLER AGREEMENTMaster Reseller Agreement • August 21st, 2007 • Teradata Corp /De/ • Computer storage devices • London
THIS MASTER RESELLER AGREEMENT, which includes the Exhibits referenced herein and attached hereto, (this “Agreement”) is effective as of (the “Effective Date”), and is made and entered into by and between:
August 3, 2007 Michael Koehler NCR Corporation Dear Mike:Personal and Confidential • August 21st, 2007 • Teradata Corp /De/ • Computer storage devices • Ohio
Upon execution by you, this letter will constitute your agreement (this “Agreement”) with Teradata Corporation (“Teradata” or the “Company”) regarding your service as the President and Chief Executive Officer (“CEO”) of the Company effective the date Teradata separates from NCR Corporation (“Start Date”). The period of your employment with the Company is referred to herein as the “Engagement.” Details of the agreement are as set forth below.
FORM OF TECHNOLOGY AGREEMENTForm of Technology Agreement • August 21st, 2007 • Teradata Corp /De/ • Computer storage devices
THIS TECHNOLOGY ASSIGNMENT, JOINT OWNERSHIP AND LICENSE AGREEMENT (the “Technology Agreement”) is effective as of (the “Effective Date”) by and between NCR Corporation, a Maryland corporation, having a principal place of business at 1700 S. Patterson Blvd., Dayton, Ohio 45479 (“NCR”), and Teradata US, Inc., a Delaware corporation, having a principal place of business at 1700 S. Patterson Blvd., Dayton, Ohio 45479 (“Teradata”).
Form of Restricted Stock Agreement Under the Teradata Corporation 2007 Stock Incentive PlanRestricted Stock Agreement • August 21st, 2007 • Teradata Corp /De/ • Computer storage devices
You have been awarded a number of restricted shares of Teradata common stock (the “Restricted Stock”) under the 2007 Stock Incentive Plan (the “Plan”) of Teradata Corporation (“Teradata”), as described on the restricted share grant information page on the website of Teradata’s third party Plan administrator (the “Information Page”), subject to the terms and conditions of this 2007 Restricted Stock Agreement (this “Agreement”) and the Plan.
FORM OF NETWORK SUPPORT AGREEMENTNetwork Support Agreement • August 21st, 2007 • Teradata Corp /De/ • Computer storage devices
This Network Support Agreement (the “Agreement”), effective as of , 2007 (“Effective Date”), is made and entered into by and between Teradata Operations, Inc. (“Client” or “you”), a Delaware corporation with its principal offices at 1700 South Patterson Boulevard, Dayton, Ohio, 45479 , and NCR Corporation (“NCR”), a Maryland corporation with its principal offices at 1700 South Patterson Boulevard, Dayton, Ohio, 45479 United States of America (“U.S.A.”).
FORM OF SERVICE PROVIDER AGREEMENTForm of Service Provider Agreement • August 21st, 2007 • Teradata Corp /De/ • Computer storage devices
This Service Provider Agreement (the “Agreement”), effective as of , 2007 (“Effective Date”), is made and entered into by and between Teradata Operations, Inc. (“Client” or “you”), a Delaware corporation with its principal offices at 1700 South Patterson Boulevard, Dayton, Ohio, 45479, and NCR Corporation (“NCR”), a Maryland corporation with its principal offices at 1700 South Patterson Boulevard, Dayton, Ohio, 45479 United States of America (“U.S.A.”).
FORM OF PATENT LICENSE AGREEMENTForm of Patent License Agreement • August 21st, 2007 • Teradata Corp /De/ • Computer storage devices
THIS PATENT LICENSE AGREEMENT (hereinafter “PLA”) is effective as of (the “Effective Date”), by and between NCR Corporation, a Maryland corporation, having a principal place of business at 1700 S. Patterson Blvd., Dayton, Ohio 45479 (hereinafter “NCR”), and Teradata US, Inc., a Delaware corporation, having a principal place of business at 1700 S. Patterson Blvd., Dayton, Ohio 45479 (hereinafter “Teradata”), each hereinafter referred to as a “Party”.
