Sample Business Contracts

Employment Agreement - NCR Corp. and Mohsen Sohi

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Lars Nyberg                                      1700 South Patterson Boulevard
Chairman and CEO                                             Dayton, Ohio 45479

October 18, 2000

Mr. Mohsen Sohi
29279 Hampshire Place
Westlake, Ohio 44145

Dear Mohsen:

I am delighted to extend to you an offer of employment with NCR Corporation as
Senior Vice President of the Retail Solutions Group.  As you know, this offer is
contingent on the approval of NCR Board of Directors.  In this position, you
will report directly to Bill Amelio, Chief Operating Officer of the
Retail/Financial Group.  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 $375,000, 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 $100,000 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 60%
     of your salary ($225,000) and the maximum award is 120% ($450,000) of your
     salary.  Given the fact that you will forfeit your 2000 bonus at your
     current company, NCR will guarantee an incentive award of $215,000 for
     2000.  This will be paid within thirty days of your effective start date

     For 2001, compensation objectives are yet to be established, but will
     probably include revenue growth, profit and asset management measures.


     Stock Options- You will receive an initial stock option grant, as of your
     effective start date, for 130,000 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.  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

     Note that the grant above includes your 2001 management stock option grant
     which is typically awarded to NCR management in Q1, 2001.

     Restricted Stock - You will receive a special restricted stock grant, as of
     your first date of employment, for 25,000 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 - January 1, 2002 - 60% of the grant
     Final Vesting Date - January 1, 2003 - 40% of the grant

     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.

     NCR Benefits - On your first day of employment with NCR, the company
     provides you and your eligible dependents with the following core benefit

           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. 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

     The NCR Mid-Career Hire Supplemental Pension Plan - This plan, described in
     more detail in the attached summary, 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

     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 - You will be eligible for relocation benefits under NCR's
     Relocation Policy with two notable exceptions described below.

     1)  With respect to the money you have put down on a house in California,
         NCR will cover up to a maximum of $20,000 gross if you cannot get your
         money back. We understand the risk of you not receiving your down
         payment back is low, but are willing to provide you this "safety net"
         given proof of your loss.

     2)  With respect to the sale of your current house in Westlake, Ohio, NCR's
         relocation policy provides a "third-party buy-out process" that
         provides up to a $15,000 gross payment in the event of a qualifying
         loss on sale. Given your circumstances, NCR will provide up to a
         $50,000 gross payment in the event of a loss on the sale of your home.

     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.

     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.

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.


Mohsen, 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.



Lars Nyberg

 /s/ Mohsen Sohi                             October 30, 2000
----------------------------                 ----------------
Agreed and Accepted                                Date
Mohsen Sohi

pc:  W. Buiter
     W. Amelio

Attachments:  Benefits Overview
              Summary of SERP II
              Summary of Mid-Career Hire Plan
              NCR Relocation Policy