Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On July 9, 2020, NCR Corporation ("NCR" or the "Company") entered into a separation agreement with a named executive officer.

(e) Resignation of Andre J. Fernandez

Andre J. Fernandez has resigned from his position as Executive Vice President and Chief Financial Officer of the Company pursuant to a separation agreement (the "Agreement") with the Company effective July 9, 2020. As disclosed on a prior 8-K filing by the Company on June 22, 2020, Mr. Fernandez previously notified the Company of his decision to resign from NCR and the foregoing positions as of July 13, 2020. He is expected to serve as the Company's Senior Advisor until October 1, 2020.

Mr. Fernandez's Agreement includes restrictive covenants and a general release, and provides for lump sum cash severance in the gross amount of $2,449,375. The Agreement further provides, among other things, that Mr. Fernandez's outstanding unvested equity awards generally vest pro rata and become payable in accordance with his equity agreements, except that in accordance with his Offer Letter with the Company dated August 27, 2018 (i) his 2018 sign-on restricted stock units and option will fully vest on his separation date, and (ii) the portions of his 2019 option, 2020 option and 2019 performance-based restricted stock units (the performance goals for which had already been achieved) scheduled to vest in 2021 will vest subject to certain limited exceptions, and the remaining portions of such awards will be forfeited.

A copy of Mr. Fernandez's Agreement is attached as Exhibit 10.1, and this summary description is qualified in its entirety by the Agreement.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits

 Exhibit
   No.           Exhibit Description

   10.1            Separation Agreement, dated July 8, 2020, between Andre J.
                 Fernandez and NCR Corporation.

   104           Cover Page Interactive Data File, formatted in Inline XBRL.

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