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NCR Corp – ‘10-Q’ for 6/30/19 – ‘EX-10.1’

On:  Friday, 8/2/19, at 4:09pm ET   ·   For:  6/30/19   ·   Accession #:  70866-19-19   ·   File #:  1-00395

Previous ‘10-Q’:  ‘10-Q’ on 5/7/19 for 3/31/19   ·   Next:  ‘10-Q’ on 11/7/19 for 9/30/19   ·   Latest:  ‘10-Q’ on 5/9/24 for 3/31/24   ·   8 References:   

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

 8/02/19  NCR Corp                          10-Q        6/30/19  106:21M

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   2.34M 
 2: EX-3.1      Articles of Incorporation/Organization or Bylaws    HTML    257K 
 3: EX-10.1     Material Contract                                   HTML     36K 
 4: EX-10.2     Material Contract                                   HTML     54K 
 7: EX-33.2     Report of Compliance with Servicing Criteria        HTML     35K 
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     35K 
 6: EX-32       Certification -- §906 - SOA'02                      HTML     34K 
14: R1          Document and Entity Information                     HTML     83K 
15: R2          Condensed Consolidated Statements of Operations     HTML    135K 
                (Unaudited)                                                      
16: R3          Condensed Consolidated Statements of Comprehensive  HTML     91K 
                Income (Unaudited)                                               
17: R4          Condensed Consolidated Balance Sheets (Unaudited)   HTML    150K 
18: R5          Condensed Consolidated Balance Sheets (Unaudited)   HTML     70K 
                (Parenthetical)                                                  
19: R6          Condensed Consolidated Statements of Cash Flows     HTML    128K 
                (Unaudited)                                                      
20: R7          Condensed Consolidated Statements of Cash Flows     HTML     41K 
                (Unaudited) (Parenthetical)                                      
21: R8          Condensed Consolidated Statements of Changes in     HTML     79K 
                Stockholders' Equity (Unaudited)                                 
22: R9          Basis of Presentation and Summary of Significant    HTML     63K 
                Accounting Policies                                              
23: R10         Leasing                                             HTML    183K 
24: R11         Segment Information and Concentrations              HTML    149K 
25: R12         Goodwill and Long-Lived Assets                      HTML    115K 
26: R13         Debt Obligations                                    HTML    106K 
27: R14         Income Taxes                                        HTML     36K 
28: R15         Stock Compensation Plans                            HTML     69K 
29: R16         Employee Benefit Plans                              HTML    123K 
30: R17         Commitments and Contingencies                       HTML     89K 
31: R18         Series A Convertible Preferred Stock                HTML     39K 
32: R19         Earnings Per Share                                  HTML    134K 
33: R20         Derivatives and Hedging Instruments                 HTML    136K 
34: R21         Fair Value of Assets and Liabilities                HTML     88K 
35: R22         Accumulated Other Comprehensive Income (Loss)       HTML    129K 
                (Aoci)                                                           
36: R23         Restructuring Plan                                  HTML     69K 
37: R24         Supplemental Financial Information                  HTML     50K 
38: R25         Condensed Consolidating Supplemental Guarantor      HTML    895K 
                Information                                                      
39: R26         Basis of Presentation and Summary of Significant    HTML     78K 
                Accounting Policies (Policies)                                   
40: R27         Basis of Presentation and Summary of Significant    HTML     41K 
                Accounting Policies (Tables)                                     
41: R28         Leasing (Tables)                                    HTML    123K 
42: R29         Segment Information and Concentrations (Tables)     HTML    149K 
43: R30         Goodwill and Long-Lived Assets (Tables)             HTML    119K 
44: R31         Debt Obligations (Tables)                           HTML     76K 
45: R32         Stock Compensation Plans (Tables)                   HTML     66K 
46: R33         Employee Benefit Plans (Tables)                     HTML    123K 
47: R34         Commitments and Contingencies (Tables)              HTML     41K 
48: R35         Earnings Per Share (Tables)                         HTML    126K 
49: R36         Derivatives and Hedging Instruments (Tables)        HTML    132K 
50: R37         Fair Value of Assets and Liabilities (Tables)       HTML     84K 
51: R38         Accumulated Other Comprehensive Income (Loss)       HTML    130K 
                (Aoci) (Tables)                                                  
52: R39         Restructuring Plan (Tables)                         HTML     47K 
53: R40         Supplemental Financial Information (Tables)         HTML     55K 
54: R41         Condensed Consolidating Supplemental Guarantor      HTML    888K 
                Information (Tables)                                             
55: R42         Basis of Presentation and Summary of Significant    HTML     68K 
                Accounting Policies - Narrative (Details)                        
56: R43         Basis of Presentation and Summary of Significant    HTML     38K 
                Accounting Policies - Contract Assets and                        
                Liabilities (Details)                                            
57: R44         Basis of Presentation and Summary of Significant    HTML     34K 
                Accounting Policies Subsequent Events (Details)                  
58: R45         Leasing - Lease Balances (Details)                  HTML     49K 
59: R46         Leasing - Lease Costs (Details)                     HTML     46K 
60: R47         Leasing - Supplemental Cash Flow Information        HTML     44K 
                (Details)                                                        
61: R48         Leasing - Present Value of Lease Liabilities        HTML     69K 
                (Details)                                                        
62: R49         Leasing - Narrative (Details)                       HTML     52K 
63: R50         Leasing - Weighted Average Remaining Lease Term     HTML     39K 
                and Interest Rate (Details)                                      
64: R51         Segment Information and Concentrations - Revenue    HTML     62K 
                and Operating Income By Segments (Details)                       
65: R52         Segment Information and Concentrations - Revenue    HTML     40K 
                by Geography (Details)                                           
66: R53         Segment Information and Concentrations - Revenue    HTML     47K 
                by Products and Services (Details)                               
67: R54         Goodwill and Long-Lived Assets - Goodwill by        HTML     62K 
                Segments (Details)                                               
68: R55         Goodwill and Long-Lived Assets - Purchased          HTML     55K 
                Intangible Assets (Details)                                      
69: R56         Goodwill and Long-Lived Assets - Amortization       HTML     49K 
                Expense (Details)                                                
70: R57         Debt Obligations - Short-term Borrowings and        HTML     74K 
                Long-term Debt (Details)                                         
71: R58         Debt Obligations - Senior Secured Credit Facility   HTML     93K 
                (Details)                                                        
72: R59         Debt Obligations - Senior Unsecured Notes           HTML     50K 
                (Details)                                                        
73: R60         Debt Obligations - Trade Receivables                HTML     40K 
                Securitization Facility (Details)                                
74: R61         Debt Obligations - Fair Value of Debt (Details)     HTML     31K 
75: R62         Income Taxes (Details)                              HTML     39K 
76: R63         Stock Compensation Plans - Stock-based              HTML     44K 
                Compensation Expense (Details)                                   
77: R64         Stock Compensation Plans - Narrative (Details)      HTML     73K 
78: R65         Stock Compensation Plans - Valuation Assumptions    HTML     40K 
                Used for Stock Options (Details)                                 
79: R66         Employee Benefit Plans - Pension Plan (Details)     HTML     51K 
80: R67         Employee Benefit Plans - Postretirement Plan        HTML     39K 
                (Details)                                                        
81: R68         Employee Benefit Plans - Postemployment Plan        HTML     45K 
                (Details)                                                        
82: R69         Employee Benefit Plans - Narrative (Details)        HTML     44K 
83: R70         Commitments and Contingencies - Loss Contingencies  HTML    115K 
                (Details)                                                        
84: R71         Commitments and Contingencies - Warranty Reserve    HTML     37K 
                (Details)                                                        
85: R72         Series A Convertible Preferred Stock (Details)      HTML     57K 
86: R73         Earnings Per Share - Basic Earnings Per Share       HTML     72K 
                (Details)                                                        
87: R74         Earnings Per Share - Diluted Earnings Per Share     HTML     91K 
                (Details)                                                        
88: R75         Derivatives and Hedging Instruments - Narrative     HTML     38K 
                (Details)                                                        
89: R76         Derivatives and Hedging Instruments - Derivative    HTML     55K 
                Fair Values (Details)                                            
90: R77         Derivatives and Hedging Instruments - Gain (Loss)   HTML     43K 
                on Derivatives (Details)                                         
91: R78         Derivatives and Hedging Instruments - Gain (Loss)   HTML     35K 
                on Derivatives Not Designated as Hedging                         
                Instruments (Details)                                            
92: R79         Fair Value of Assets and Liabilities (Details)      HTML     56K 
93: R80         Accumulated Other Comprehensive Income (Loss)       HTML     54K 
                (AOCI) - Changes in AOCI by Component (Details)                  
94: R81         Accumulated Other Comprehensive Income (Loss)       HTML     80K 
                (AOCI) - Reclassifications Out of AOCI (Details)                 
95: R82         Restructuring Plan - Narrative (Details)            HTML     51K 
96: R83         Restructuring Plan - Employee Severance and Other   HTML     37K 
                Exit Costs (Details)                                             
97: R84         Supplemental Financial Information - Components of  HTML     43K 
                Accounts Receivable (Details)                                    
98: R85         Supplemental Financial Information - Components of  HTML     42K 
                Inventory (Details)                                              
99: R86         Condensed Consolidating Supplemental Guarantor      HTML     52K 
                Information - Narrative (Details)                                
100: R87         Condensed Consolidating Supplemental Guarantor      HTML    158K  
                Information - Statements of Operations and                       
                Comprehensive Income (Loss) (Details)                            
101: R88         Condensed Consolidating Supplemental Guarantor      HTML    214K  
                Information - Balance Sheet (Details)                            
102: R89         Condensed Consolidating Supplemental Guarantor      HTML    177K  
                Information - Statement of Cash Flows (Details)                  
104: XML         IDEA XML File -- Filing Summary                      XML    195K  
13: XML         XBRL Instance -- ncr-2019630x10q_htm                 XML   6.35M 
103: EXCEL       IDEA Workbook of Financial Reports                  XLSX    132K  
 9: EX-101.CAL  XBRL Calculations -- ncr-20190630_cal                XML    378K 
10: EX-101.DEF  XBRL Definitions -- ncr-20190630_def                 XML    986K 
11: EX-101.LAB  XBRL Labels -- ncr-20190630_lab                      XML   2.26M 
12: EX-101.PRE  XBRL Presentations -- ncr-20190630_pre               XML   1.44M 
 8: EX-101.SCH  XBRL Schema -- ncr-20190630                          XSD    231K 
105: JSON        XBRL Instance as JSON Data -- MetaLinks              493±   747K  
106: ZIP         XBRL Zipped Folder -- 0000070866-19-000019-xbrl      Zip   1.38M  


‘EX-10.1’   —   Material Contract


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



 <!   C:   C: 
  Exhibit  





2019 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 2017 Stock Incentive Plan (the “Plan”), subject to the terms and conditions of this 2019 Director Restricted Stock Unit Grant Statement (this “Statement”), the Plan and the NCR Director Compensation Program (the "Program").


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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 engaging willfully 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 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

2




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.
 


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8 Subsequent Filings that Reference this Filing

  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
 8/03/23  NCR Corp.                         S-8         8/03/23    4:127K                                   Donnelley … Solutions/FA
 2/27/23  NCR Corp.                         10-K       12/31/22  138:26M
12/21/22  NCR Corp.                         S-8        12/21/22    4:72K                                    Donnelley … Solutions/FA
 2/25/22  NCR Corp.                         10-K       12/31/21  139:26M
 6/21/21  NCR Corp.                         S-8         6/21/21    4:337K                                   Donnelley … Solutions/FA
 2/26/21  NCR Corp.                         10-K       12/31/20  148:33M
11/02/20  NCR Corp.                         S-8        11/02/20    3:70K                                    Cravath Swaine & … 01/FA
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Filing Submission 0000070866-19-000019   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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