Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
NCR Corporation (the "Company") entered into employment agreement amendments
(the "Amendments") with each of Michael D. Hayford, the Company's Chief
Executive Officer, Owen J. Sullivan, the Company's President and Chief Operating
Officer, Timothy C. Oliver, the Company's Senior Executive Vice President and
Chief Financial Officer, and Donald W. Layden, the Company's Executive Vice
President, President, Payments & Network, Head of Strategy and M&A.
Mr. Hayford's Amendment provides that: (i) for purposes of the Amended and
Restated NCR Change in Control Severance Plan (the "CIC Severance Plan"), if his
employment is terminated without cause or he resigns for good reason (as defined
in the CIC Severance Plan) within the two-year period following, or the
ninety-day period preceding, a "qualified transaction" (as defined in the
Amendment, which includes, among other things, a spin-off, split-off or sale of
the Commerce or Banking segment or a sale of more than 50% of the Company's
assets), he will receive the separation benefits that he is currently eligible
to receive under the CIC Severance Plan upon a termination without cause or
resignation for good reason following a change in control; (ii) for purposes of
any then-outstanding equity awards, if his employment is terminated without
cause or he resigns for good reason (as defined in the CIC Severance Plan)
within the two-year period following, or the ninety-day period preceding, a
qualified transaction, he will receive the accelerated vesting treatment (and
for any stock options, the post-termination exercise period) as set forth in the
applicable award agreements upon a "Change in Control Termination" or "Good
Reason Termination," as the case may be, that occurs in connection with a change
in control in which the equity awards are assumed, converted or replaced;
(iii) for purposes of any pre-2023 equity awards, if his employment is
terminated for any reason other than for cause on or after August 13, 2024, he
will receive the vesting treatment that he would have received upon a "mutually
agreed retirement" approved by the Compensation and Human Resource Committee of
the Board of the Directors (the "CHRC") (as described in the Company's annual
proxy statement filed on March 22, 2022), and any vested options will remain
outstanding and exercisable through their original expiration dates; and
(iv) the completion of a qualified transaction will constitute good reason for
purposes of the CIC Severance Plan and any equity awards.
Mr. Sullivan's and Mr. Layden's Amendments provide that: (i) for purposes of the
Amended and Restated NCR Executive Severance Plan (the "Executive Severance
Plan"), if he resigns for good reason (as defined in the CIC Severance Plan), he
will receive the separation benefits that he is currently eligible to receive
under the Executive Severance Plan upon a termination without cause; (ii) for
purposes of the CIC Severance Plan, if his employment is terminated without
cause or he resigns for good reason (as defined in the CIC Severance Plan)
within the two-year period following a qualified transaction, he will receive
the separation benefits that he is currently eligible to receive under the CIC
Severance Plan upon a termination without cause or resignation for good reason
following a change in control; (iii) the completion of a qualified transaction
will constitute good reason for purposes of the CIC Severance Plan and any 2023
equity awards; (iv) for purposes of any pre-2023 equity awards, if his
employment is terminated for any reason other than for cause, he will receive
the vesting treatment that he would have received upon a "mutually agreed
retirement" approved by either the Chief Executive Officer or the CHRC (as
described in the Company's annual proxy statement filed on March 22, 2022), and
any vested options will remain outstanding and exercisable through their
original expiration dates, provided that if his employment is terminated for
cause or he resigns without good reason (as defined in the CIC Severance Plan)
prior to the earlier to occur of either December 1, 2023, or the occurrence of a
qualified transaction, he will not be entitled to receive such vesting and
post-termination exercisability treatment; and (v) for purposes of any 2023
equity awards, if his employment is terminated for any reason other than for
cause, he will receive the vesting treatment that he would have received upon a
qualified retirement occurring on or after the first anniversary of the grant
date (i.e., continued vesting, without pro-ration, subject to actual
performance), provided that if his employment is terminated for cause or he
resigns without good reason (as defined in the CIC Severance Plan) prior to the
earlier to occur of either the first anniversary of the grant date or the
occurrence of a qualified transaction, he will not be entitled to receive such
vesting treatment.
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Mr. Oliver's Amendment provides that: (i) for purposes of the Executive
Severance Plan, if he resigns for good reason (as defined in the CIC Severance
Plan), he will receive the separation benefits that he is currently eligible to
receive under the Executive Severance Plan upon a termination without cause;
(ii) for purposes of the CIC Severance Plan, if his employment is terminated
without cause or he resigns for good reason (as defined in the CIC Severance
Plan) within the two-year period following a qualified transaction, he will
receive the separation benefits that he is currently eligible to receive under
the CIC Severance Plan upon a termination without cause or resignation for good
reason following a change in control; (iii) unless he is offered and accepts a
chief executive officer role at the Company or a successor entity resulting from
a qualified transaction (e.g., the Company's planned spin-off), the completion
of a qualified transaction will constitute good reason for purposes of the CIC
Severance Plan and any 2023 equity awards, provided that if he is offered, but
does not accept, such chief executive officer role, such resignation shall be
treated only as a termination for good reason for purposes of the Executive
Severance Plan; (iv) for purposes of any pre-2023 equity awards, if his
employment is terminated without cause in the ninety-day period preceding a
qualified transaction, then, subject to his continued compliance with the
applicable restrictive covenants, such awards will continue to vest as if he had
remained actively employed, and any vested options will remain outstanding and
exercisable through their original expiration dates, provided that, from and
after the date of a qualified transaction, upon a termination of his employment
for any reason other than for cause, then, subject to his continued compliance
with the applicable restrictive covenants, such awards will continue to vest as
if he had remained actively employed, and any vested options will remain
outstanding and exercisable through their original expiration dates; (v) for
purposes of any 2023 equity awards, if his employment is terminated without
cause in the ninety-day period preceding a qualified transaction, then, subject
to his continued compliance with the applicable restrictive covenants, such
awards will continue to vest as if he had remained actively employed; and
(vi) for purposes of his 2023 bonus, if his employment is terminated without
cause in the ninety-day period preceding a qualified transaction, he will
receive a pro-rated bonus for 2023 based on actual performance, provided that,
from and after the date of a qualified transaction, upon a termination of his
employment for any reason other than for cause, he will receive a full bonus
(without pro-ration) for 2023 based on actual performance.
The foregoing summary of the Amendments is qualified in its entirety by
reference to the full text of the Amendments, copies of which are attached
hereto as Exhibits 10.1, 10.2, 10.3 and 10.4.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Exhibit Description
10.1 Amendment to Employment Agreement, dated February 16, 2023, between
Michael D. Hayford and NCR Corporation.
10.2 Amendment to Employment Agreement, dated February 13, 2023, between
Owen J. Sullivan and NCR Corporation.
10.3 Amendment to Employment Agreement, dated February 13, 2023, between
Timothy C. Oliver and NCR Corporation.
10.4 Amendment to Employment Agreement, dated February 13, 2023, between
Donald W. Layden and NCR Corporation.
104 Cover Page Interactive Data File, formatted in Inline XBRL.
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