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Employment Agreement [Addendum] - NCR Corp. and Lars Nyberg

Employment Forms

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Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
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[NCR Letterhead]

January 23, 2002

Mr. Lars Nyberg
Chairman and Chief Executive Officer
NCR Corporation

RE:  ADDENDUM TO 1999 EMPLOYMENT AGREEMENT

Dear Lars:

Your strong and effective leadership has been a critical element of NCR's
ability to deliver solid results since you joined the company. Your continued
presence at NCR will be extremely important as the company seeks to improve on
the consistency of its performance and maximize shareholder value. Therefore,
the Board is pleased to renew indefinitely your employment agreement with NCR as
Chairman and Chief Executive Officer, with the same terms as those set forth in
your July 15, 1999 employment agreement, except as follows:

1.       Change-in-Control Agreement. The end date of the term of the January 1,
         ---------------------------
         1997 Change-in-Control Agreement between you and NCR is changed from
         May 31, 2002 to the last day that you are an active employee serving in
         your current position as Chairman and Chief Executive Officer.

2.       Severance. The notice period that the Board must provide if your
         ---------
         employment with NCR is terminated involuntarily, except for Cause, is
         changed from at least thirty (30) calendar days to at least ninety (90)
         calendar days. In addition, upon reaching age sixty (60), any severance
         benefits you would otherwise receive will be determined by multiplying
         the dollar amount of such benefits by a fraction, the numerator of
         which will be the number of full calendar months until you reach the
         normal NCR executive retirement age of sixty-two (62) and the
         denominator of which will be twenty-four (24) months.

3.       Agreement Term and Notice. Your employment relationship with NCR will
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         continue indefinitely by mutual consent until terminated at any time
         and for any reason by one party giving the other not less than ninety
         (90) calendar days written notice.

The Board looks forward to continuing to work with you to drive NCR's success.
Please indicate your acceptance of this letter by signing below.

Sincerely,                                                 ACCEPTED AND AGREED:

/s/ James O. Robbins

James O. Robbins                                         /s/ Lars Nyberg
Chairman, Compensation Committee                     ---------------------------
Board of Directors, NCR Corporation                  Lars Nyberg
                                                     Date:  February 8, 2002
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