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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 |
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
Exhibit |
Name of Grantee | Grant Date | No. of
Restricted Stock Units |
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 |
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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