Employment Agreement - NCR Corp. and Gerald A. Gagliardi
William J. Amelio 1700 South Patterson Boulevard
Executive Vice President & COO Dayton, Ohio 45479
Retail and Financial Group
January 15, 2001
Mr. Gerald A. Gagliardi
Tinker Lane
Lyme, Connecticut 06371
Dear Gerald:
I am delighted to extend to you an offer of employment with NCR Corporation as
Senior Vice President of the Worldwide Services Division. As you know, this
offer is contingent on the approval of NCR Board of Directors. In this
position, you will report directly to me. We'll need to discuss a mutually
agreeable start date, but other details of your offer are as follows.
Annual Base Salary - Your base salary will be $430,000, commencing as of
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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 $175,000 gross sign-on bonus in two
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increments. $100,000 will be paid to you 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. Assuming continued
employment with NCR, a second gross payment of $75,000 will be paid to you
after one year in the position described above.
Incentive Award - You will be eligible to participate in the Management
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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 60%
of your salary ($258,000) and the maximum award is 120% ($516,000) of your
salary. For 2001, compensation objectives will include revenue growth,
profit and asset management measures.
Equity Awards -
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Stock Option Award- You will receive a stock option grant, as of your
effective start date, for 100,000 shares of NCR common stock. The grant
price will be determined by the fair market value of the average of the
high and low share price 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, have a ten-year term, 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
The grant above includes your 2001 management stock option grant which is
typically awarded to NCR managers in Q1 of each calendar year. You will be
eligible for future management stock option grants based on market
considerations. 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 $2 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 - You will receive a special restricted stock grant, as of
your first date of employment, for 20,000 shares of NCR common stock.
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) as follows:
Initial Vesting Date - 1 year anniversary of start date - 1/4 of the grant
Next Vesting Date - 2 year anniversary of start date - 1/4 of the grant
Next Vesting Date - 3 year anniversary of start date - 1/4 of the grant
Final Vesting Date - 4 year anniversary of start date - 1/4 of the grant
In addition, the restricted stock will vest in full in the event of a
Company initiated termination other than for "cause" or termination for
"Good Reason" (defined in the same manner as in the NCR Change-in-Control
Severance Plan for
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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.
Incentives in General - For an officer in your position, short- and long-
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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
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eligible for four weeks of paid vacation.
NCR Benefits - On your first day of employment with NCR, the company
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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.
Retirement - In addition to your participation in the NCR Pension Plan
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(qualified plan), you will also participate in the following nonqualified
pension plans:
The Retirement Plan for Officers of NCR Corporation (SERP II) - The plan,
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. 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. However, there can be no assurance that this
proposed change will be adopted.
The NCR Mid-Career Hire Supplemental Pension Plan - This plan, 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
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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 - You will be eligible for relocation benefits under NCR's
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Relocation Policy under "Tier IIB" executive benefits. In addition, NCR
will pay you a $15,000 gross payment to assist you in your special
relocation needs in both 2001 and 2002.
Change in Control - You will participate in NCR's current Change in Control
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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.
Special Severance - In the event of a Company initiated termination other
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than for "cause" or termination for "Good Reason" (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.
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.
Gerald, 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.
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If you have any questions concerning the details of the appointment, please feel
free to contact Wilbert Buiter or me.
Sincerely,
/s/ Bill Amelio
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Bill Amelio
Executive Vice President & COO
Retail and Financial Group
/s/ Gerald Gagliardi January 16, 2001
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Agreed and Accepted Date
Gerald Gagliardi
pc: W. Buiter
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