Employment Agreement - NCR Corp. and William Amelio
[NCR LOGO]
--------------------------------------------------------------------------------
Lars Nyberg 1700 South Patterson Boulevard
Chairman and CEO Dayton, Ohio 45479
June 20, 2000
Mr. William Amelio
1696 Palos Verdes Estates
Palos Verdes, California 90274
Dear Bill:
I am delighted to extend to you an offer of employment with NCR Corporation as
Executive Vice President and Chief Operating Officer. This position will have
all operating responsibilities for NCR's self service, retail, Systemedia, and
services businesses, which generate the majority of revenues and profits. As you
know, this offer is contingent on the approval of NCR Board of Directors. In
this position, you will report directly to me, as Chairman & CEO. We'll need to
discuss a mutually agreeable start date. Other details of your offer are as
follows.
Annual Base Salary - Your base salary will be $700,000, commencing as of
your effective start date. You will be paid on a bi-weekly pay schedule,
one week in arrears. Your paycheck will be automatically deposited in the
bank of your choice via our convenient Easipay plan.
Sign-On Bonus - You will be extended a $200,000 gross sign-on bonus within
thirty days of your effective start date. All applicable taxes will be
withheld from this award. Your sign-on bonus will not be treated as
compensation for purposes of determining employee pensions and benefits.
Incentive Award - You will be eligible to participate in the Management
Incentive Plan for Executive Officers (MIP), which provides year-end
incentive awards based on the success of NCR in meeting annual performance
objectives. For your position, the targeted incentive opportunity is 80% of
your salary ($560,000) and the maximum award is 160% ($1,120,000) of your
salary. Given the fact that you will forfeit your 2000 bonus at your
current company, NCR will guarantee your proposed target incentive award
($560,000) for 2000. This will be paid within thirty days of your effective
start date. If the actual 2000 incentive payout is greater than target, you
will receive an incremental bonus in March, 2001 (up to $560,000).
For 2001, compensation objectives are yet to be established, but will
probably include revenue growth, profit and asset management measure.
Equity Awards -
Stock Options/One Time Grant - In lieu of your current
compensation and equity situation, you will receive a one-time stock option
grant, as of your first date of employment, for that number of whole shares
of NCR common stock determined by dividing $12,300,000 by the fair market
value of one share of the Company's common stock on your first date of
employment. These options will be subject to terms and conditions
determined by the NCR Board of Directors. Future grants are discretionary
and set annually by the Board of Directors. These stock options include a
non-competition provision and vest as follows:
23
<PAGE>
Initial Vesting Date - 1-year anniversary of start date - 1/3 of the
grant
Next Vesting Date - 2-year anniversary of start date - 1/3 of the
grant
Final Vesting Date - 3-year anniversary of start date - 1/3 of the
grant
Stock Options/2001 Advance Management Stock Grant - On your first date of
employment, you will receive a stock option grant, for that number of whole
shares of NCR common stock determined by dividing $4,100,000 by the fair market
value of one share of the Company's common stock on your first date of
employment. These options will be subject to terms and conditions determined by
the NCR Board of Directors. Future grants are discretionary and set annually by
the Board of Directors. These stock options include a non-competition provision
and vest as follows:
Initial Vesting Date - 1-year anniversary of start date - 1/3 of the
grant
Next Vesting Date - 2-year anniversary of start date - 1/3 of the
grant
Final Vesting Date - 3-year anniversary of start date - 1/3 of the
grant
Given the grant above, you will not receive a management stock option grant in
Q1 2001 when NCR management is awarded their 2001 stock option grants. However,
you will be eligible for future management stock option grants, beginning in
2002. Although we cannot make a commitment about future stock option awards,
given past awards for this position and current expectations, we would
anticipate that the award of stock options would have an approximate face value
of $4.1 million or more. Again, as I know you appreciate, any actual award will
be as finally determined by NCR's Compensation Committee of the Board of
Directors.
Restricted Stock - In lieu of your current compensation and equity
situation, you will receive a special restricted stock grant, as of your first
date of employment, of that number of whole shares of NCR common stock
determined by dividing $4,100,000 by the fair market value of one share of the
Company's common stock on your first date of employment. These shares will be
set up in a record account in your name with NCR's Transfer Agent and Stock
Registrar (American Stock Transfer), and will vest (become transferable) over
three years as follows:
Initial Vesting Date - 1-year anniversary of start date - 1/3 of the
grant
Next Vesting Date - 2-year anniversary of start date - 1/3 of the
grant
Final Vesting Date - 3-year anniversary of start date - 1/3 of the
grant
In addition, the restricted stock will vest in full in the event of a Company
initiated termination other than for "cause" (defined in the same manner as in
the NCR Change-in-Control Severance Plan for Executive Officers). The restricted
stock will be subject to other terms and conditions determined by the NCR Board
of Directors, including a non-competition provision.
In the event of a voluntary termination from NCR, the number of shares
representing a value of $1,500,000 (increased during each year starting on your
start date based on a 10% imputed interest rate) will be immediately vested.
However, whatever value has previously vested will be counted towards the
$1,500,000. For example, assume the NCR stock price is $41 and 100,000 shares
have been awarded on your first day of employment. Assume you voluntarily leave
NCR 18 months after your start date and you have vested shares of 33,333 on your
termination date. Assuming the stock price is still $41 with a value of
$1,366,653 (33,333 x $41), another 8,923 shares will immediately vest to get
your total vested value up to $1.73M. If in this example, the NCR share price
was $52 at termination, no additional shares would vest.
Incentives in General - For an officer in your position, short- and long-term
incentives at NCR currently take the form of the MIP and stock options. Since
these incentives are designed to address the conditions of an ever-changing
marketplace, NCR cannot make any definitive representations concerning the
continuation of either program or the size of the individual awards.
Vacation - In recognition of your prior work experience, you will be eligible
for four weeks of paid vacation.
Special Severance - In the event of a Company initiated termination other than
for "cause" (defined in the same manner as in the NCR Change-in-Control
Severance Plan for Executive Officers), you will receive a cash payment of one
times your annual base salary and immediate vesting of your NCR restricted
stock.
24
<PAGE>
NCR Benefits - On your first day of employment with NCR, the company
provides you and your eligible dependents with the following core benefit
coverage:
NCR Health Care Coverage
NCR Dental Care Coverage
Short-Term and Long-Term Disability Coverages
Life Insurance Coverage
Accidental Death and Dismemberment Insurance Coverage
As a new employee of NCR, you have the opportunity to design your own
personalized benefit program through Personal Choice, the company's
flexible benefits program. After your employment commences, you will
receive the NCR Benefits Information Package, and a Benefit representative
will meet with you to guide you through any questions you may have.
Additionally, you will be eligible to participate in the NCR Pension Plan,
the NCR Savings Plan (401k), and the NCR Stock Purchase Plan. The attached
Benefits Overview provides more information about NCR benefits.
Retirement - In addition to your participation in the NCR Pension Plan
(qualified plan), you will also participate in the following nonqualified
pension plans:
The Retirement Plan for Officers of NCR Corporation (SERP II) - The plan,
which is described in more detail in the attached summary, provides a
career average pension of 2.5% of the total of your base salary and MIP
award, times your years of service as an Officer and less pension accrued
as an Officer in other NCR sponsored plans. Also attached is a model to
help quantify your award given certain pay assumptions. While this plan
currently vests after ten years of officer service, NCR plans to recommend
to the Compensation Committee of the Board of Directors that the vesting
take place after five years, which is more in line with competitive analogs
and mirrors the qualified pension plan vesting pertaining to all employees.
However, there can be no assurance that this proposed change will be
adopted.
The NCR Mid-Career Hire Supplemental Pension Plan - This plan, described in
more detail in the attached summary (also modeled as part of the SERP II
estimate), provides a pension supplement to make up for lost pension that
could result from not having a "full career" with one company. This pension
supplement is in addition to the SERP II benefit.
Financial Counseling - You will be eligible to participate in a financial
counseling program provided through one of three consulting firms
designated by the Company. The Company will pay up to $8,000 annually for
financial planning, estate planning and tax preparation plus a gross-up for
the tax impact of this service. Further information on this program will be
provided separately.
Relocation/Temporary Housing - You will be eligible for relocation benefits
under NCR's Relocation Policy under Tier II Benefits. A copy of the NCR
Relocation Policy is enclosed. It is expected that you will move to Dayton,
Ohio within a maximum of 18 months of your start date. In the interim, NCR
will arrange temporary housing/accommodations for you in Dayton.
Change in Control - You will participate in NCR's current Change in Control
Severance Plan for Executive Officers. In the event of a qualified Change-
In-Control (as defined in this Plan), you will receive three times your
base salary and targeted bonus plus immediate vesting of your NCR stock
options and restricted stock.
This letter reflects the entire agreement regarding the terms and conditions of
your employment. Accordingly, it supersedes and completely replaces any prior
oral or written communication on this subject. This letter is not an employment
contract and should not be construed or interpreted as containing any guarantee
of continued employment. The employment relationship at NCR is by mutual consent
("Employment-At-Will"). This means that managers have the right to terminate
their employment at any time and for any reason. Likewise, the Company reserves
the right to discontinue your employment with or without cause at any time and
for any reason. Also, this offer is contingent upon completion of full reference
checks.
25
<PAGE>
Bill, we are enthusiastic about the contributions, experience and vision you can
bring to NCR. The company is positioned well in our market to be exceedingly
successful and I personally would like to extend this opportunity for you to be
a part of my senior management team.
If you have any questions concerning the details of the appointment, please feel
free to contact Wilbert Buiter or me.
Sincerely,
/s/ Lars Nyberg
Lars Nyberg
/s/ William Amelio June 21, 2000
-------------------------------- -------------
Agreed and Accepted Date
William Amelio
pc: W. Buiter
Attachments: Benefits Overview
Summary of SERP II
Summary of Mid-Career Hire Plan
NCR Relocation Policy
26