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As Of Filer Filing For·On·As Docs:Size 5/01/20 NCR Corp 10-Q 3/31/20 108:19M |
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Exhibit |
a. | You and NCR agree that you will continue to remain an employee of the
Company from the date of this Agreement through and including March 13, 2020 (the “Employment Period”), except that (i) NCR may extend the Employment Period by mutual agreement in writing between NCR and you, (ii) you may terminate your employment for any reason on or before the end of the Employment Period, and (iii) NCR may terminate your employment at any time for “Cause” (as defined in Section II(d)(A) through (D) of the NCR Executive Severance Plan as in effect on the date of this Agreement (the “NCR Executive Severance Plan”)) or if you materially breach the provisions of this Agreement, without the same being cured within ten (10) days after being given written notice thereof. Your last day of employment pursuant to this Section 1(a) is referred to herein as your “Separation Date” and the Employment Period shall terminate as of the Separation Date. |
b. | If
your employment terminates pursuant to Section 1(a)(ii), NCR shall have no further obligations to you hereunder or otherwise in connection with or following such termination, other than the obligation to pay (A) the Separation Pay and benefits described in Section 3 below, (B) accrued base salary through the Separation Date. |
c. | If your employment terminates pursuant to Section 1(a)(iii), you will only be eligible to receive (A) accrued base salary through the Separation Date, and (B) to the extent required by NCR policy, benefit plans and/or programs (collectively, the “Programs”), any vested benefits payable pursuant to the terms of the Programs (“Vested Benefits”). Without limitation, you will not receive the Separation Pay and benefits
described in Section 3 below. All NCR Economic Profit Plan benefits, including the 2019 Management Incentive Plan payment, and all unvested equity awards will be forfeited and deemed cancelled effective on your termination date, and NCR shall have the remedies set forth in Section 9 hereof. In addition, NCR shall retain all rights hereunder and under the Programs and applicable law to repayment of all amounts previously paid or due to be paid to you, and NCR shall have no further obligations to you hereunder or otherwise in connection with or following such termination. Without limitation, you will not be deemed to have terminated employment due to separation for purposes of the Programs. |
d. | In
its sole discretion, NCR may elect to place you on “garden leave” at any time during the Employment Period, in which case you shall not be required to provide any additional services while such garden leave remains in effect during the Employment Period, and you will not be expected to come to NCR’s premises or functions absent a specific request during such time. During the Employment Period, except at the request of the Chief Executive Officer, Chief Operating Officer, Chief Human Resources Officer or the Chief Financial Officer, you will not act or communicate on behalf of or bind NCR, whether externally or internally. |
e. | During the Employment Period (i) you shall assist with the transition of your
prior duties to designated leader(s) as directed by NCR, (iii) you shall perform such other services and duties relative to such projects as NCR shall determine, (iv) except as otherwise provided in this Agreement, you shall devote substantially all of your attention and time during normal business hours to the Company, and (v) you shall not provide services, directly or indirectly, in any capacity (including, without limitation, as an employee, consultant, contractor, owner, or member of a board of directors) to any person, firm, association, partnership, corporation, or entity other than the Company, absent permission from NCR’s Chief Executive Officer. Through at least January 1, 2020, the parties intend that you will provide services to NCR hereunder
at the average level of bona fide services that you performed for NCR over the thirty-six months preceding the date of this Agreement. |
f. | During the Employment Period (i) the Company shall continue to pay you your base salary at the rate of $700,000 per annum, subject to applicable tax and other payroll deductions and withholdings, and (ii) except as otherwise provided herein you shall be eligible to participate in the Programs to the extent provided under the Program terms, except that (A) unless otherwise determined by the NCR Board of Directors or appropriate Committee thereof, as you no longer serve as EVP and President, NCR Commerce, you no longer participate in
the Amended and Restated NCR Change in Control Severance Plan, (B) you will participate in the NCR Executive Severance Plan and the Economic Profit Plan only to the extent expressly provided herein, and you will receive no rights, monies or values under either of these plans other than what is except expressly provided herein. |
g. | You agree that, except as specifically provided in Section 3 hereof with respect to the terms of the NCR Executive Severance Plan, you shall not be entitled to (i) any severance payments or other severance benefits under any NCR Program, agreement or arrangement, (ii) any cash bonuses or other short-term incentive compensation, (iii) any new equity awards or other new long-term incentive awards, and (iv) any increased or
additional benefits or payments under any NCR Program, agreement or arrangement as a consequence of a “change in control” of NCR (as defined in any of the foregoing) occurring during or after the Employment Period. |
a. | NCR
agrees to pay you a sum in the gross amount of $1,575,000 (before applicable tax and other payroll deductions and withholdings) (“Separation Pay”) consisting of (I) a payment of $700,000, which pursuant to the NCR Executive Severance Plan is equal to one year’s base salary plus your 2020 target bonus of $875,000. (In the event of any conflict, ambiguity or dispute, the numerical amount of the Separation Pay set forth in this Section shall control over any particular length of time or other measure). Provided that you satisfy all requirements of Section 3 hereof, your Separation Pay will be paid to you via salary continuation for 12 months following your Separation Date; |
b. | You are further entitled
to “prorated vesting” (as such provision is defined in each corresponding Long Term Incentive Equity Award Agreement (each an “Award Agreement”)) as of the termination of the Employment Period in any unvested and outstanding Long Term Incentive Equity Awards to the extent required by the applicable Award Agreement, and for this purpose any resignation by you under Section 1(a)(i) hereof will have the same treatment under the Award Agreements as an involuntary termination of your employment by NCR other than for “Cause.” |
a. | In
exchange for the consideration provided to you in this Agreement, you hereby waive and release and forever discharge NCR and its respective past and present directors, managers, officers, shareholders, partners, agents, employees, attorneys, servants, parent corporations, subsidiaries, divisions, limited partnerships, affiliated corporations, joint ventures, acquired corporations, predecessors, successors and assigns, and each of them, separately and collectively (“Releasees”), from any and all existing claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, whether or not mature or ripe, that you ever had and/or now have against any Releasees including, but not limited to, claims and causes of action arising out of or in any way related to your employment with or separation from NCR,
to any services performed for NCR, to any status, term or condition in such employment, to any compensation allegedly due you from NCR, or to any physical or mental harm or distress from such employment or non-employment, all to the extent allowed by applicable law. This includes, but is not limited to, claims based on express or implied contract or corporate policies, covenants of good faith and fair dealing, wrongful discharge, claims under any federal, state, and local laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act (“ERISA”), the Sarbanes-Oxley Act of 2002, and the Dodd-Frank Wall Street Reform and Consumer Protection Act, including all amendments to the foregoing
statutes, claims for violation of public policy, damages in tort, or claims under the common law; and claims for any other compensation or damages or attorneys’ fees. Except as expressly set forth herein, you understand that this Agreement includes a release of all known and unknown claims to the date of this Agreement and is specifically intended to be as broad as allowed by law. |
b. | Nothing in this Agreement will prohibit you from filing a charge of discrimination with the Equal Employment Opportunity Commission (“EEOC”) or an equivalent state or local civil rights agency, from filing complaints or claims with other governmental agencies such as but not limited to the Securities and Exchange Commission (“SEC”), the National Labor
Relations Board (“NLRB”) or Department of Justice (“DOJ”), from participating in a proceeding before any appropriate federal, state or local governmental agency, or from cooperating with any such agency in its investigation, but you agree and understand that you are waiving, and hereby do waive, any right to monetary compensation and any other relief if any such agency elects to pursue any such claim, whether on your behalf or otherwise. Further, nothing in this Agreement shall be construed to waive any right that is not subject to waiver by private agreement under federal, state or local employment or other laws. |
c. | In addition, nothing in this agreement shall be construed to waive any right or claim: (i) to indemnification under
applicable corporate law, the by-laws or certificate of incorporation of the Company, any agreement between you and the Company or any Affiliate or any Company benefit plan, (ii) to any applicable directors and officers insurance coverage in accordance with the terms thereof, or (iii) to enforce this Agreement, including the payments and benefits in Sections 1, 3 and 4. |
(1) | Non-Recruit - Directly or indirectly (including by assisting third parties) recruit or solicit,
or attempt to recruit or solicit any employee of NCR, induce or attempt to induce any employee of NCR to terminate his or her employment with NCR, or refer any such employee to anyone outside of NCR for the purpose of that NCR’s employee’s seeking, obtaining, or entering into an employment relationship or into an agreement to provide services, provided, however, the foregoing shall not be violated by your serving solely as a reference for an employee of the Company; |
(2) | Non-Solicitation - Directly or indirectly (including by assisting third parties), solicit or attempt to solicit the business of any NCR customers or prospective customers with which
you had Material Contact (as defined in below) during the last two years of your NCR employment for purposes of providing products or services that are competitive with those provided by NCR; |
(3) | Non-Competition - Perform services, directly or indirectly, in any capacity (including, without limitation, as an employee, consultant, contractor, owner or member of a board of directors): |
(i) | Of the type conducted, authorized, offered, or provided by you on behalf of NCR during the two years prior to termination
of your NCR employment; |
(ii) | In connection with NCR Competing Products/Services (as defined in below) that are similar to or serve substantially the same functions as those with respect to which you worked during the two years prior to termination of your NCR employment or about which you obtained trade secret or other Confidential Information; |
(iii) | Within the geographic territories (including countries and regions, if applicable, or types, classes or tiers of customers if no geographic territory was assigned to you) where or for
which you performed, were assigned, or had responsibilities for such services during the two years preceding your termination; in view of your executive and global responsibilities at NCR, your territory is deemed to be the world; and |
(iv) | On behalf of a Competing Organization (as defined below). |
A. | Definitions. |
(1) | “Material
Contact” means the contact between you and each customer or prospective customer (a) with which you dealt on behalf of NCR, (b) whose dealings with NCR were coordinated or supervised by you, (c) about whom you obtained confidential information in the ordinary course of business as a result of your association with NCR, or (d) who receives products or services authorized by NCR, the sale or provision of which results, resulted or, with regard to prospective customers, would have resulted in compensation, commissions, or earnings for you within the two years prior to the date of your termination. |
(2) | “Competing Products/Services” are any products, services, solutions, platforms, or activities that compete, directly or indirectly, in whole
or in part, with one or more of the products, services or activities produced, provided or engaged in by NCR (including, without limitation, products, services or activities in the planning or development stage during your NCR employment) at the time of your separation from NCR and during the two years prior to termination of your NCR employment. |
(3) | A “Competing Organization” is any person, business or organization that sells, researches, develops, manufactures, markets, consults with respect to, distributes and/or provides referrals with regard to one or more Competing Products/Services identified on the NCR “Competing Organization List” below. |
(4) | The
NCR “Competing Organization List” included below identifies the companies that meet the definition of Competing Organization for purposes of this Agreement. Upon reasonable request by you, NCR’s Chief Executive Officer may determine in his sole discretion that a particular organization may be deemed excluded from the below Competing Organization List for purposes of this Agreement. NCR’s Competing Organization List for purposes of this Agreement is the following, including the subsidiaries and affiliates of each (but shall not include any such company or its subsidiaries for which you provide services solely as a result of an acquisition, merger, business combination or similar event with respect to a Competing Organization by your then current employer): ACI
Worldwide, Acuative, Agilysys, Alkami, Allure Global Solutions, Altametrics, Appetize, Aptos, Arinc, AWA Technology Services, Bematech (TOTVS SA), Black Box, Burroughs, Inc., Bypass Mobile LLC, Cennox Group, CRS Solutions Intermediate (CRS), Crunchtime, Cummins Allison, Curvature, Cuscapi, Daisy, Datalogic SpA, Dell, Inc., Diebold Nixdorf, Digital Hands, Dimension Data, ECR Software Corporation, Elo, EOS IT Solutions, Epicor, eRestaurant Systems, Finastra, First Data Corporation (Clover), FIS, Fiserv, Fourth Ltd., Fujitsu, FuturePOS, GBM (Gulf Business Machines), Getronics, Gilbarco Veeder-Root, GK Software, Global Payments, Hisense Intelligent Commercial System, Hitachi, Hitachi-Omron Terminal Solutions, HotSchedules Inc., HP Inc., i3 Verticals, LLC, IBM Corp., IER, Infor, Ipsoft, ITAB Group, Itasca Retail Information Systems, Jack Henry & Assoc., Kony Inc., Korala Associates Ltd., Lavu Inc., LOC Software, Logicalis, Magstar, Malauzai Software
Inc, Manhattan Associates, Mi9 Retail, Micros, Mobile Travel Technologies, Nautilus Hyosung, NSC Group, OBS (Orange Business Services), Office Depot (Compucom), OKI Electric Industry Co. Ltd., Onepath, Open Table, Oracle, PAR Technology, PCMS, Q2, Red Prairie Holding (JDA & Escalate), Retail Pro International, Revel Systems, RTC Quaternions Group, Salesforce, ShopKeep, SICOM, SITA, Sonda, Spartan Computer Services, Square, Symphony EYC, Tech Mahindra, TEKsystems, TIBCO Loyalty Lab, Tillster, Toast, Inc., Toshiba TEC, Unisys, Upserve (Breadcrumb), Vista Retail Support, Vsoft Corporation, Wand, Zebra Technologies Corp. |
B. | Consideration. You acknowledge that you would not receive the benefits and consideration provided under
this Agreement but for your consent to abide by, among other things, the post-employment restrictive covenants provided in this Section 10 (the “Post-Employment Restrictive Covenants”), and your agreement to them is a material component of the consideration for this Agreement. |
C. | Remedies. You agree that, if you materially breach any of the provisions of this Agreement, without the same being cured within ten (10) days after being given written notice thereof: (i) NCR shall be entitled to all of its remedies at law or in equity, including money damages and injunctive relief; (ii) in the event of such material breach prior to any vesting of Stock Units (as defined in the
governing Award Agreement), in addition to NCR’s other remedies, all such unvested equity awards under NCR Stock Plans will be immediately forfeited and deemed canceled, and you agree to pay immediately to NCR the fair market value of any such equity awards that vested during the 18 months prior to the date of your employment termination (or if applicable law mandates a maximum time that is shorter than 18 months, then for a period of time equal to the shorter maximum period), without regard to whether you continue to own the shares associated with any such equity award; and (iii) NCR shall also be entitled to an accounting and repayment from you of all profits, compensation, commissions, remuneration or benefits that you (and/or the applicable Competing Organization) directly or indirectly have realized or may realize as a result of or in connection with any such breach. |
D. | Subsequent
Employment. You agree that, while employed by NCR and for one year thereafter, you will communicate the contents of this Agreement to any person, firm, association, partnership, corporation or other entity which you intend to become employed by, contract for, associated with or represent, prior to accepting and engaging in such employment, contract, association and/or representation. |
E. | Tolling. You agree that the Restricted Period shall be tolled and suspended during and for the pendency of any violation of its terms and for
the pendency of any legal proceedings to enforce the Post-Employment Restrictive Covenants and that all time that is part of or subject to such tolling and suspension shall not be counted toward the 12-month duration of the Restricted Period. |
F. | Severability. Each clause of this Section constitutes an entirely separate and independent restriction and the duration, extent and application of each of the restrictions are no greater than is necessary for the protection of NCR’s interests. If any part or clause of this Section is held unenforceable, it shall be severed and shall not affect any other part of this Section or this Agreement. |
If
to you: [***] | If to NCR: NCR Corporation 864 Spring Street NW Attn: General Counsel With
a copy via electronic mail to: law.notices@ncr.com |
▪ | You
have read this Agreement and understand all of its terms; |
▪ | You understand that this agreement includes a waiver of claims of age discrimination under the Age Discrimination in Employment Act; |
▪ | You are entering into this Agreement knowingly, voluntarily and with full knowledge of its significance; |
▪ | This
Agreement does not release claims that may arise in the future; |
▪ | You have been advised to consult an attorney regarding this Agreement; |
▪ | You have twenty-one (21) calendar days to consider this Agreement and you will have seven (7) calendar days to revoke the Agreement after you sign it. If you want to revoke it, you must deliver a written revocation to NCR at the notice address set forth in Section 16 above, within seven (7) days after you sign the Agreement. If
you do not revoke it, the Agreement will become effective on the eighth day after you sign it; |
▪ | The promises contained in this Agreement are consideration for your signing this Agreement and represent payments and other benefits that you are not otherwise entitled to receive from NCR. |
/s/
Debra Bronder | ||
Date: December 18, 2019 | Its Chief Human Resources Officer Date: December
19, 2019 |
This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
9/13/20 | ||||
5/15/20 | ||||
Filed on: | 5/1/20 | 4 | ||
4/15/20 | ||||
For Period end: | 3/31/20 | 4, 8-K | ||
3/13/20 | 4 | |||
2/28/20 | 10-K, 4 | |||
1/1/20 | ||||
12/19/19 | ||||
12/18/19 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/14/24 NCR Voyix Corp. 10-K 12/31/23 152:25M 2/27/23 NCR Corp. 10-K 12/31/22 138:26M 2/25/22 NCR Corp. 10-K 12/31/21 139:26M 2/26/21 NCR Corp. 10-K 12/31/20 148:33M |