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Employment Agreement - NCR Corp. and Lars Nyberg

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July 15, 1999

Mr. Lars Nyberg
Chairman and Chief Executive Officer
NCR Corporation

Dear Lars:

Your strong and effective leadership during the last four years has successfully
changed NCR's direction, significantly improved its financial performance, and
implemented an organizational framework to execute a new and viable strategic
vision for the Company under the banner, "Transforming Transactions into
Relationships."  While important progress has been made, the next several years
will be extremely important as the Company implements its new strategic vision
worldwide.  Your continued presence at NCR during these years and the leadership
continuity you will provide will be critical to enhancing our operational
effectiveness, strengthening our organization, building on our momentum, and
maximizing shareholder value.  In this context, the Board is confident that the
balance and competitive position of your total compensation package, including
base salary, annual incentive pay, benefits, and stock options (some of which
were provided by AT&T) will provide substantial incentive to increase
shareholder value.  Therefore, the Board is pleased to renew your employment
agreement with NCR as Chairman and Chief Executive Officer through May 31, 2002,
with the following terms:

1.   Salary, Incentive Pay and Options.  Your 1999 base pay will be $1,000,000,
     paid to you in equal monthly amounts. In addition, your 1999 annual
     incentive award under the Management Incentive Plan for Executive Officers
     ("MIP") will pay 100% of your base pay if the target objectives are met,
     with a maximum potential award of 200% of base pay. Thus, if your MIP award
     is at target, your total annual pay for 1999 will be $2,000,000, and if a
     maximum MIP award is earned, your total annual cash compensation for 1999
     will be $3,000,000. Your MIP award will be paid to you according to the MIP
     Plan. Your annual base salary and MIP objectives will be reviewed annually
     to determine whether they should be increased, based primarily on your
     performance during the year against your objectives and competitive
     benchmarking. Your management stock option grant will be determined each
     year by the Board, taking into account your performance and competitive
     market considerations, with an award opportunity of at least the 50th
     percentile of NCR's peer group.

2.   Benefits.  You will continue to participate in NCR benefit plans applicable
     to executive officers, which currently include the NCR Pension Plan, the
     Retirement Plan for Officers of NCR ("SERP II"), the NCR Savings Plan, the
     NCR Employee Stock Purchase Plan, and the Group Benefits Plan for Active
     Employees of NCR. Your split-dollar life insurance policies will continue
     in effect.

3.   Change-in-Control Agreement.  The Change-in-Control Agreement between you
     and NCR, effective January 1, 1997 (CIC Agreement), will remain in effect
     through May 31, 2002.

4.   Severance.  If your employment with NCR is terminated involuntarily, except
     for Cause (as defined in the CIC Agreement), or voluntarily, due to Good
     Reason (as defined in the CIC Agreement), and you are not entitled to
     benefits under the CIC Agreement, you will be entitled to receive the
     severance benefits described below, provided you execute a release of all
     employment-related claims against the Company. If your employment with NCR
     is terminated involuntarily, except for Cause, the Board shall notify you
     in writing of the Company's intent to terminate, at least thirty (30)
     calendar days prior to the effective date of such termination. If you
     receive severance benefits pursuant to this letter, you will not be
     eligible for benefits from the NCR Workforce Redeployment Plan.

     The severance benefits consist of the following:

     (a)         The incentive pay under the MIP for the calendar year in which
           termination occurs, at the greater of target for the year of
           termination of employment, or the actual cash payment for the
           preceding calendar year, pro-rated in 1/12 increments for the portion
           of the calendar year prior to the last day of the month in which
           termination of employment occurs, except that if termination of
           employment occurs during 1999, the incentive pay under this
           subparagraph (a) will not be prorated, but will be paid in full for

     (b)         A lump sum payment equal to your annual base pay, as in effect
           on the date of termination of employment, that would be payable until
           the later of May 31, 2002, or the end of the two-year period
           beginning on the date of your termination of employment.

     (c)         A lump sum payment of two times the greater of (i) the target
           MIP award for the calendar year in which termination occurs, or (ii)
           the actual cash MIP award for the preceding calendar year.

     (d)         Continuation of the health care coverage for you and your
           eligible dependents in effect at your termination of employment, at
           the cost to you as paid by active employees, until the later of May
           31, 2002, or the end of the two-year period beginning on the date of
           your termination of employment.

     (e)         At the company's expense, life insurance and accidental death
           and dismemberment coverage for you at two times base pay, until the
           later of May 31, 2002, or the end of the two-year period beginning on
           the date of your termination of employment.

     (f)         At the company's expense, continuation of executive financial
           counseling through the calendar year following the year in which your
           termination of employment occurs.

     Cash severance benefits described above will be paid within five (5)
     working days of the effective termination date.

     If you elect to voluntarily terminate your employment (other than for Good
     Reason as defined in the CIC Agreement), you will receive accrued but
     unpaid salary and bonus through the termination date, but not the severance
     benefits listed in this Paragraph 4. All rights with respect to your
     outstanding incentive awards, including annual and long-term incentives,
     and health, welfare, and retirement benefits will be governed by the
     applicable individual award agreements or company plan documents.

5.   Non-Competition Agreement. By signing this Agreement, you agree that during
     your employment with NCR and for an eighteen (18) month period after
     termination of employment for any reason, you will not yourself or through
     others, without the prior written consent of the Compensation Committee,
     (i) become an employee, proprietor, partner, become a greater than 3
     percent shareholder, principal or agent of, or a consultant or advisor to,
     any of NCR's direct, major competitors, or their subsidiaries or
     affiliates, including: IBM, Sequent, CSC, Unisys, Hewlett Packard (HP), Sun
     Microsystems, Oracle, Informix, Compaq, EDS, and Diebold; (ii) recruit,
     hire, solicit or induce, or attempt to induce, any exempt employee of NCR
     or its associated companies to terminate their employment with or otherwise
     cease their relationship with NCR; (iii) canvass or solicit business in any
     of the following product and service areas: point of sale systems, ATMs,
     check issuing, optical scanning and imaging systems, and scalable data
     warehousing with any then-current customer of NCR; or (iv) disclose to any
     third party any NCR confidential, technical, marketing, business, financial
     or other information not publicly available. If you breach any of the
     provisions of this Paragraph 5, NCR, in addition to its other remedies,
     will be released from all obligations it may have under Paragraph 4. The
     provisions of this Paragraph 5 will survive termination and expiration of
     this Agreement.

6.   Agreement Term and Notice.  The initial three (3) year period of this
     Agreement will expire May 31, 2002. Thereafter, this Agreement shall
     automatically renew for successive one year terms. It is understood,
     however, that either party may elect not to renew this Agreement for any
     reason at the end of the initial three (3) year period, or at the end of
     any successive year thereafter, by giving the other party written notice of
     intent not to renew, delivered at least ninety (90) calendar days prior to
     the end of the term. Absent an effective notice of an intent not to renew,
     all terms and conditions of this Agreement shall continue in force for the
     next term. In the event of an effective notice of intent not to renew, all
     terms and conditions of this Agreement will nevertheless continue in force
     until the earlier of (1) the execution of a successor agreement between you
     and company or (2) your termination of employment with NCR, provided that
     if your contract is not extended by the Board, you will be entitled to the
     severance benefits described in paragraph 4 as if you were terminated
     without Cause.

7.   Arbitration.  Any dispute or controversy arising in connection with this
     letter agreement will be settled exclusively by arbitration in Dayton,
     Ohio, in accordance with rules of the American Arbitration Association then
     in effect. Judgment may be entered on the arbitrator's award in any court
     having jurisdiction. All expenses of such arbitration, including the fees
     and expenses of your legal counsel, will be borne by NCR.

8.   Governing Law. This Agreement and all determinations made and actions taken
     pursuant hereto to the extent not otherwise governed by the laws of the
     United States, shall be governed by the laws of the State of Ohio in the
     courts of the State of Ohio and construed accordingly without giving effect
     to principles of conflicts of law.

9.   Entire Agreement.  This letter reflects the entire agreement regarding the
     terms and conditions of your continued employment with NCR. Accordingly, it
     supersedes and completely replaces any prior oral or written communication
     on this subject, except for your CIC Agreement, existing equity incentive
     grants, MIP and benefit programs described in Paragraph 2 above, and except
     that the following provisions of your prior letter agreements remain in
     effect: if you are involuntarily terminated from NCR other than for Cause,
     or you terminate for Good Reason, the following equity grants will continue
     to become exercisable or vest, as applicable, in accordance with their
     terms, as if you continued to be actively employed by NCR: (1) your special
     equity grant of 400,000 AT&T stock options (converted to 631,446 NCR
     options), granted September 25, 1995, and (2) your stock option grant with
     $5,000,000 face value, and restricted stock units with $5,000,000 face
     value, granted January 2, 1997, both of which vest on September 1, 1999.

The Board looks forward to continuing to work with you to make NCR the
successful company we know it can be.  Please indicate your acceptance of this
letter by signing below.

Sincerely,                                    ACCEPTED AND AGREED:

/s/ Ronald Mitsch
                                              /s/ Lars Nyberg
Dr. Ronald Mitsch                             __________________________
Chairman, Compensation Committee              Lars Nyberg
Board of Directors, NCR Corporation           Date:  July 19, 1999