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”).
SPECIAL 2016 PERFORMANCE-BASED RESTRICTED SHARE UNIT AGREEMENT Under the Teradata 2012 Stock Incentive PlanSpecial 2016 Performance • February 28th, 2013 • 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.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan. It is intended that the Share Units, if any, 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 intent.
