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.
