SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

NCR Corp – ‘10-Q’ for 6/30/17 – ‘EX-10.1’

On:  Friday, 7/28/17, at 4:29pm ET   ·   For:  6/30/17   ·   Accession #:  70866-17-44   ·   File #:  1-00395

Previous ‘10-Q’:  ‘10-Q’ on 4/28/17 for 3/31/17   ·   Next:  ‘10-Q’ on 10/27/17 for 9/30/17   ·   Latest:  ‘10-Q’ on 5/9/24 for 3/31/24   ·   2 References:   

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of               Filer                 Filing    For·On·As Docs:Size

 7/28/17  NCR Corp                          10-Q        6/30/17   90:17M

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    993K 
 2: EX-10.1     Material Contract                                   HTML     30K 
 3: EX-10.2     Material Contract                                   HTML    122K 
 4: EX-31.1     Certification -- §302 - SOA'02                      HTML     31K 
 5: EX-31.2     Certification -- §302 - SOA'02                      HTML     31K 
 6: EX-32       Certification -- §906 - SOA'02                      HTML     30K 
13: R1          Document and Entity Information                     HTML     44K 
14: R2          Condensed Consolidated Statements of Operations     HTML    123K 
                (Unaudited)                                                      
15: R3          Condensed Consolidated Statements of Comprehensive  HTML     77K 
                Income (Unaudited)                                               
16: R4          Condensed Consolidated Balance Sheets (Unaudited)   HTML    135K 
17: R5          Condensed Consolidated Balance Sheets (Unaudited)   HTML     64K 
                (Parenthetical)                                                  
18: R6          Condensed Consolidated Statements of Cash Flows     HTML    122K 
                (Unaudited)                                                      
19: R7          Basis of Presentation and Summary of Significant    HTML     48K 
                Accounting Policies                                              
20: R8          Goodwill and Purchased Intangible Assets            HTML    107K 
21: R9          Debt Obligations                                    HTML    103K 
22: R10         Income Taxes                                        HTML     30K 
23: R11         Stock Compensation Plans                            HTML     52K 
24: R12         Employee Benefit Plans                              HTML    126K 
25: R13         Commitments and Contingencies                       HTML     81K 
26: R14         Series A Convertible Preferred Stock                HTML     39K 
27: R15         Shareholders' Equity (Notes)                        HTML     54K 
28: R16         Earnings Per Share                                  HTML    139K 
29: R17         Derivatives and Hedging Instruments                 HTML    153K 
30: R18         Fair Value of Assets and Liabilities                HTML     85K 
31: R19         Segment Information and Concentrations              HTML    104K 
32: R20         Accumulated Other Comprehensive Income (Loss)       HTML    137K 
                (Aoci)                                                           
33: R21         Restructuring Plan (Notes)                          HTML     70K 
34: R22         Supplemental Financial Information                  HTML     46K 
35: R23         Condensed Consolidating Supplemental Guarantor      HTML    862K 
                Information                                                      
36: R24         Basis of Presentation and Summary of Significant    HTML     48K 
                Accounting Policies (Policies)                                   
37: R25         Goodwill and Purchased Intangible Assets (Tables)   HTML    109K 
38: R26         Debt Obligations (Tables)                           HTML     73K 
39: R27         Stock Compensation Plans (Tables)                   HTML     46K 
40: R28         Employee Benefit Plans (Tables)                     HTML    102K 
41: R29         Commitments and Contingencies (Tables)              HTML     37K 
42: R30         Shareholders' Equity (Tables)                       HTML     57K 
43: R31         Earnings Per Share (Tables)                         HTML    132K 
44: R32         Derivatives and Hedging Instruments (Tables)        HTML    149K 
45: R33         Fair Value of Assets and Liabilities (Tables)       HTML     80K 
46: R34         Segment Information and Concentrations (Tables)     HTML    100K 
47: R35         Accumulated Other Comprehensive Income (Loss)       HTML    139K 
                (Aoci) (Tables)                                                  
48: R36         Restructuring Plan (Tables)                         HTML     67K 
49: R37         Supplemental Financial Information (Tables)         HTML     50K 
50: R38         Condensed Consolidating Supplemental Guarantor      HTML    856K 
                Information (Tables)                                             
51: R39         Basis of Presentation and Summary of Significant    HTML     39K 
                Accounting Policies - Narrative (Details)                        
52: R40         Goodwill and Purchased Intangible Assets -          HTML     52K 
                Schedule of Goodwill (Details)                                   
53: R41         Goodwill and Purchased Intangible Assets -          HTML     50K 
                Schedule of Acquired Intangibles (Details)                       
54: R42         Goodwill and Purchased Intangible Assets -          HTML     44K 
                Amorization Expense (Details)                                    
55: R43         Debt Obligations (Details)                          HTML     61K 
56: R44         Debt Obligations - Senior Secured Credit Facility   HTML     85K 
                (Details)                                                        
57: R45         Debt Obligations - Senior Unsecured Notes           HTML     43K 
                (Details)                                                        
58: R46         Debt Obligations - Trade Receivables                HTML     35K 
                Securitization Facility (Details)                                
59: R47         Debt Obligations - Fair Value of Debt (Details)     HTML     27K 
60: R48         Income Taxes Income Taxes (Details)                 HTML     28K 
61: R49         Stock Compensation Plans (Details)                  HTML     52K 
62: R50         Employee Benefit Plans - Pension (Details)          HTML     44K 
63: R51         Employee Benefit Plans - Postretirement (Details)   HTML     34K 
64: R52         Employee Benefit Plans - Postemployment (Details)   HTML     44K 
65: R53         Employee Benefit Plans - Narrative (Details)        HTML     41K 
66: R54         Commitments and Contingencies - Loss Contingencies  HTML     77K 
                (Details)                                                        
67: R55         Commitments and Contingencies - Warranty Reserve    HTML     32K 
                (Details)                                                        
68: R56         Series A Convertible Preferred Stock (Details)      HTML     61K 
69: R57         Shareholders' Equity (Details)                      HTML     81K 
70: R58         Earnings Per Share - Basic Earnings Per Share       HTML     65K 
                (Details)                                                        
71: R59         Earnings Per Share - Diluted Earnings Per Share     HTML     79K 
                (Details)                                                        
72: R60         Derivatives and Hedging Instruments - Narrative     HTML     32K 
                (Details)                                                        
73: R61         Derivatives and Hedging Instruments - Derivative    HTML     57K 
                Fair Values (Details)                                            
74: R62         Derivatives and Hedging Instruments - Gain (Loss)   HTML     47K 
                on Derivatives (Details)                                         
75: R63         Derivatives and Hedging Instruments - Gain (Loss)   HTML     31K 
                on Derivatives Not Designated as Hedging                         
                Instruments (Details)                                            
76: R64         Fair Value of Assets and Liabilities (Details)      HTML     58K 
77: R65         Segment Information and Concentrations - Revenue    HTML     56K 
                and Operating Income By Segments (Details)                       
78: R66         Segment Information and Concentrations - Revenue    HTML     35K 
                from External Customers by Products and Services                 
                (Details)                                                        
79: R67         Accumulated Other Comprehensive Income (Loss)       HTML     48K 
                (AOCI) - Changes in Accumulated Other                            
                Comprehensive Income (Loss) (Details)                            
80: R68         Accumulated Other Comprehensive Income (Loss)       HTML     67K 
                (AOCI) - Reclassifications (Details)                             
81: R69         Restructuring Plan (Details)                        HTML     43K 
82: R70         Restructuring Plan Restructuring Plan Roll forward  HTML     36K 
                (Details)                                                        
83: R71         Supplemental Financial Information - Accounts       HTML     38K 
                Receivable (Details)                                             
84: R72         Supplemental Financial Information - Inventory      HTML     36K 
                (Details)                                                        
85: R73         Condensed Consolidating Supplemental Guarantor      HTML    138K 
                Information - Statement of Operations and                        
                Comprehensive Income (Details)                                   
86: R74         Condensed Consolidating Supplemental Guarantor      HTML    200K 
                Information - Balance Sheets (Details)                           
87: R75         Condensed Consolidating Supplemental Guarantor      HTML    130K 
                Information - Cash Flows (Details)                               
89: XML         IDEA XML File -- Filing Summary                      XML    163K 
88: EXCEL       IDEA Workbook of Financial Reports                  XLSX    116K 
 7: EX-101.INS  XBRL Instance -- ncr-20170630                        XML   5.82M 
 9: EX-101.CAL  XBRL Calculations -- ncr-20170630_cal                XML    384K 
10: EX-101.DEF  XBRL Definitions -- ncr-20170630_def                 XML    759K 
11: EX-101.LAB  XBRL Labels -- ncr-20170630_lab                      XML   1.78M 
12: EX-101.PRE  XBRL Presentations -- ncr-20170630_pre               XML   1.15M 
 8: EX-101.SCH  XBRL Schema -- ncr-20170630                          XSD    188K 
90: ZIP         XBRL Zipped Folder -- 0000070866-17-000044-xbrl      Zip    343K 


‘EX-10.1’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C:   C: 
  Exhibit  

EXHIBIT 10.1


2017 Director Restricted Stock Unit Grant Statement

Name of Grantee


Grant Date


No. of Restricted Stock Units



You have been awarded the above number of NCR Corporation (“NCR”) restricted stock units (the “Stock Units”) under the NCR Corporation 2013 Stock Incentive Plan (the “Plan”), subject to the terms and conditions of this 2017 Director Restricted Stock Unit Grant Statement (this “Statement”), the Plan and the NCR Director Compensation Program (the "Program").

1. The Stock Units will vest during the one (1) year period beginning on the date upon which you were granted the Stock Units (the “Grant Date”), in four (4) equal quarterly installments commencing three (3) months after the Grant Date, provided that you continuously serve as a Director of NCR until each quarterly vesting date. Notwithstanding the foregoing, if the Grant Date of your Stock Units is the date of an Annual Meeting of Stockholders, then, the fourth quarterly vesting will occur only if you continue to serve as a Director until the earlier of (a) the next Annual Meeting of Stockholders following the Grant Date, or (b) the first (1st) anniversary of the Grant Date.

2. The Stock Units will become fully vested if, prior to the one (1) year anniversary of the Grant Date, you die at a time while serving as a Director of NCR.

3. The vesting schedule will accelerate and the Stock Units will become fully vested if (1) a Change in Control (as defined in Section 10(b) of the Plan) occurs, and (2) you cease to serve as a Director of NCR within twenty-four (24) months of the effective date of the Change in Control for any reason other than your willful engaging in illegal conduct or gross misconduct, as determined by the affirmative vote of a majority of the entire membership of the Board of Directors of NCR. In the event that Stock Units become vested due to your cessation of service as a Director of NCR pursuant to this Section 3, to the extent required to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), such Stock Units shall be paid upon your "separation from service" within the meaning of Section 409A of the Code; provided, however, that if you are a "specified employee" as determined under NCR's policy for determining specified employees on the date of separation from service, such Stock Units shall be paid, to the extent required to comply with Section 409A of the Code, on the first business day after the date that is six months following your "separation from service" within the meaning of Section 409A of the Code.

4. Except as otherwise provided pursuant to (1) a deferral election in effect under Article IV of the Program or (2) Section 3 of this Statement, when vested, the Stock Units will be

1



paid to you in shares of NCR common stock, such that one Stock Unit equals one share of NCR common stock.

5. Any cash dividends declared before the vesting dates on the shares underlying the Stock Units shall not be paid currently, but shall be converted to additional Stock Units, based on the fair market value of NCR common stock on the date the dividend is declared. Any Stock Units resulting from such conversion will be considered Stock Units for purposes of this Statement and will be subject to all of the terms, conditions and restrictions set forth herein.

6. You may designate one or more beneficiaries to receive all or part of any shares underlying the Stock Units to be distributed in case of your death, and you may change or revoke such designation at any time. In the event of your death, any shares underlying the Stock Units distributable hereunder that are subject to such a designation will be distributed to such beneficiary or beneficiaries in accordance with this Statement. Any other shares underlying the Stock Units not designated by you will be distributable to your estate. If there shall be any question as to the legal right of any beneficiary to receive a distribution hereunder, the shares underlying the Stock Units in question may be transferred to your estate, in which event NCR will have no further liability to anyone with respect to such shares.

7. The terms of this award of Stock Units as evidenced by this Statement may be amended by the NCR Board of Directors or the Compensation and Human Resource Committee of the NCR Board of Directors, provided that no such amendment shall impair your rights hereunder without your consent.

8. In the event of a conflict between the terms and conditions of this Statement and the terms and conditions of the Plan, the terms and conditions of the Plan shall prevail.
 


2


2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/25/22  NCR Corp.                         10-K       12/31/21  139:26M
 2/26/21  NCR Corp.                         10-K       12/31/20  148:33M
Top
Filing Submission 0000070866-17-000044   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Mon., May 13, 1:18:51.1am ET