Common use of Certain Terminations Clause in Contracts

Certain Terminations. Subject to Section 3(d) but otherwise notwithstanding anything to the contrary set forth in the Employment Agreement, the Plan or this Agreement, upon the termination of employment of the Participant: (i) following the Effective Date by the Company for Cause (as defined in the Employment Agreement), by the Participant without Good Reason (as defined in the Employment Agreement) other than as a result of Participant retiring from the Company at any time after the Effective Date (“Retirement”) or as a result of the Participant's death or Disability (as defined in the Employment Agreement), all unvested Restricted Shares shall be forfeited and returned to the Company; provided that, in the case of termination by the Participant without Good Reason prior to the Release Date (as defined below), the Eligible Restricted Shares that have met the Measurement Standard shall remain outstanding and unvested until the Release Date and, in the absence of a Forfeiture Termination (as defined below), shall vest on the Release Date to the extent vesting would have occurred on the date of termination; or (ii) by the Company without Cause, by the Participant as a result of Retirement or by the Participant for Good Reason, subject to Section 3(d): (A) the unvested Restricted Shares shall remain outstanding and eligible to vest in accordance with Section 3(a) until the tenth (10th) anniversary of the Effective Date as to (i) Restricted Shares that are Eligible Restricted Shares on the Date of Termination (as defined in the Employment Agreement), and (ii) a number of Non-Eligible Restricted Shares, if any, in the group of Restricted Shares which first would have become Eligible Restricted Shares on the anniversary of the Effective Date immediately following the Date of Termination equal to the number of Restricted Shares in such group multiplied by a fraction, the numerator of which is the number of calendar days following the anniversary of the Effective Date immediately preceding the Date of Termination (or, in the case of the Restricted Shares which would first have become Eligible Restricted Shares on the first anniversary of the Effective Date, the Effective Date) through the Date of Termination, and the denominator of which is 365 (with those Restricted Shares described in this clause (ii) becoming Eligible Restricted Shares); and (B) any Non-Eligible Restricted Shares that remain unvested after the application of clause (A) and Section 3(d) shall immediately be forfeited and returned to the Company as of the Date of Termination. In the absence of affirmative action by the Company or the Participant to terminate the employment of the Participant, the expiration of the term of the Employment Agreement shall not constitute a termination of employment by the Company or by the Participant under this Section 3(b).

Certain Terminations. Subject If the Participant’s Service terminates during the Performance Period due to Section 3(d) but otherwise notwithstanding anything to death, Disability, or the contrary set forth in Company terminates the Employment AgreementParticipant’s Service without Cause during the Performance Period, the Plan or this Agreement, upon the termination of employment Participant shall receive a pro rata portion of the Participant: (i) following the Effective Date by the Company for Cause (as defined in the Employment Agreement), by the Participant without Good Reason (as defined in the Employment Agreement) other than as Units determined based on a result of Participant retiring from the Company at any time after the Effective Date (“Retirement”) or as a result of the Participant's death or Disability (as defined in the Employment Agreement), all unvested Restricted Shares shall be forfeited and returned to the Company; provided that, in the case of termination by the Participant without Good Reason prior to the Release Date (as defined below), the Eligible Restricted Shares that have met the Measurement Standard shall remain outstanding and unvested until the Release Date and, in the absence of a Forfeiture Termination (as defined below), shall vest on the Release Date to the extent vesting would have occurred on the date of termination; or (ii) by the Company without Cause, by the Participant as a result of Retirement or by the Participant for Good Reason, subject to Section 3(d): (A) the unvested Restricted Shares shall remain outstanding and eligible to vest in accordance with Section 3(a) until the tenth (10th) anniversary of the Effective Date as to (i) Restricted Shares that are Eligible Restricted Shares on the Date of Termination (as defined in the Employment Agreement), and (ii) a number of Non-Eligible Restricted Shares, if any, in the group of Restricted Shares which first would have become Eligible Restricted Shares on the anniversary of the Effective Date immediately following the Date of Termination equal to the number of Restricted Shares in such group multiplied by a fraction, fraction the numerator of which is the number of full calendar days following the anniversary months of the Effective Date immediately preceding Participant’s Service during the Date of Termination (or, in the case of the Restricted Shares which would first have become Eligible Restricted Shares on the first anniversary of the Effective Date, the Effective Date) through the Date of Termination, Performance Period and the denominator of which is 365 twenty-four (with those Restricted Shares described in 24) multiplied by the total number of Units that would have been earned based on actual Performance Goal results for the Performance Period. For purposes of illustration only, assuming that the Participant’s Service terminates due to Disability on November 13, 2023, the Participant will be entitled to receive a pro-rata portion (18/24th) of the Units that are earned based on actual achievement of the Performance Goals for the Performance Period. In the event that the Participant earns Units pursuant to this clause Section 3(b), such Units shall be converted to Stock following the approval of the Committee, on the second (ii2nd) becoming Eligible Restricted Shares); and (B) any Non-Eligible Restricted Shares that remain unvested after the application of clause (A) and Section 3(d) shall immediately be forfeited and returned to the Company as anniversary of the Date of TerminationGrant, but not later than the 45th day after the second (2nd) anniversary of the Date of Grant. In Notwithstanding the absence preceding sentence, if the Participant is a “specified employee” as determined under Section 409A of affirmative action by the Internal Revenue Code of 1986, as amended, and the Company or terminates the Participant’s Service without Cause during the Performance Period, such Participant shall have such Units converted to terminate Stock on the employment date that is the later of: (x) the first day following the six month anniversary of the Participant’s separation from service (as defined under Section 409A), or (y) the expiration of the term of the Employment Agreement shall not constitute a termination of employment by the Company or by the Participant under date such Units would have otherwise been converted pursuant to this Section 3(b). Notwithstanding Section 2(a) of the Plan, “Cause” for purposes of this Agreement shall be defined as set forth in the Plan, but shall also include any termination of the Participant’s Service as a result of the Participant’s continued failure to meet performance objectives or expectations after receiving a written demand that specifically identifies the manner in which the Company believes that Participant has not performed. The final determination of whether the Participant has been discharged or has terminated Service for any of the reasons specified in this paragraph 3(b) will be made by the Board, as applicable, in its sole and absolute discretion.

Certain Terminations. Subject to Section 3(d) but otherwise notwithstanding anything to the contrary set forth in the Employment Agreement, the Plan or this Agreement, upon the termination of employment of If the Participant: ’s Service terminates during the Performance Period due to death, Disability or Retirement, or the Company terminates the Participant’s Service without Cause during the Performance Period, (i) following with respect to the Effective Date by Tranche 1 Units and Tranche 2 Units that are earned based on the Company for Cause (as defined in achievement of the Employment Agreement)Operating Net Income and Cash Flow Pre-Financing Performance Goals, by respectively, the Participant without Good Reason shall receive (as defined A) any portion of such Units earned in the Employment Agreementrespect of any completed Calendar Year(s) other than as a result of Participant retiring from the Company at any time after the Effective Date (“Retirement”) or as a result of the Participant's death or Disability (as defined in the Employment Agreement), all unvested Restricted Shares shall be forfeited and returned to the Company; provided that, in the case of termination by the Participant without Good Reason prior to the Release Date (as defined below), the Eligible Restricted Shares that have met the Measurement Standard shall remain outstanding and unvested until the Release Date and, in the absence of a Forfeiture Termination (as defined below), shall vest on the Release Date to the extent vesting would have occurred on the date of termination; or such termination based on actual Operating Net Income and Cash Flow Pre-Financing results for such prior Calendar Year(s) plus (iiB) by the Company without Cause, by the Participant as a result of Retirement or by the Participant for Good Reason, subject to Section 3(d): (A) the unvested Restricted Shares shall remain outstanding and eligible to vest in accordance with Section 3(a) until the tenth (10th) anniversary pro rata portion of the Effective Date as to (i) Restricted Shares that are Eligible Restricted Shares Tranche 1 Units and Tranche 2 Units, based on the Date of Termination (as defined in the Employment Agreement), and (ii) a number of Non-Eligible Restricted Shares, if any, in the group of Restricted Shares which first would have become Eligible Restricted Shares on the anniversary of the Effective Date immediately following the Date of Termination equal to the number of Restricted Shares in such group multiplied by a fraction, fraction the numerator of which is the number of full PERFORMANCE SHARE UNIT – US ELT calendar days following the anniversary months of the Effective Date immediately preceding Participant’s Service during the Date of Termination (or, Calendar Year in the case of the Restricted Shares which would first have become Eligible Restricted Shares on the first anniversary of the Effective Date, the Effective Date) through the Date of Termination, such termination occurs and the denominator of which is 365 twelve (with those Restricted Shares described 12), that would have been earned based on actual Operating Net Income and Cash Flow Pre-Financing results for the Calendar Year in this clause which such termination occurs; and (ii) becoming Eligible Restricted Shares); and (B) any Non-Eligible Restricted Shares that remain unvested after the application of clause (A) and Section 3(d) shall immediately be forfeited and returned with respect to the Company as Tranche 3 Units that are earned based on the achievement of the Relative TSR Performance Goal, the Participant shall receive a pro rata portion of such Units, based on a fraction the numerator of which is the number of full calendar months of the Participant’s Service during the Performance Period and the denominator of which is thirty six (36), that would have been earned based on actual Relative TSR results for the Performance Period. For purposes of illustration only, assuming that the Participant’s Service terminates due to Retirement on February 1, 2025, the Participant will be entitled to receive (x) the Tranche 1 Units and Tranche 2 Units that were earned based on actual Operating Net Income and Cash Flow Pre-Financing results for 2023 and 2024, respectively, (y) a pro-rata portion (1/12th) of the Tranche 1 Units and Tranche 2 Units that are earned based on actual Operating Net Income and Cash Flow Pre-Financing results for 2025, respectively, and (z) a pro-rata portion (25/36th) of the Tranche 3 Units that are earned based on actual Relative TSR results for the Performance Period. In the event that the Participant earns Units pursuant to this Section 3(e), such Units shall be converted to Stock or cash, at the discretion of and following the approval of the Committee, on the third (3rd) anniversary of the Date of TerminationGrant, bxx xxt later than the 45th day after the third (3rd) anniversary of the Date of Grant. In Nxxxxxhstanding the absence preceding sentence, if the Participant is a “specified employee” as determined under Section 409A of affirmative action the Internal Revenue Code of 1986, as amended, and (1) his or her Service terminates during one of the Performance Periods due to Retirement or (2) the Company terminates the Participant’s Service without Cause during a Performance Period, such Participant shall have such Units converted to Stock or cash on the date that is the later of: (x) the first day following the six month anniversary of the Participant’s separation from Service, or (y) the anniversary of the Date of Grant immediately following the end of the Performance Period in which such Participant’s Retirement or termination by the Company or without Cause occurs (but no later than the Participant to terminate the employment of the Participant, the expiration of the term of the Employment Agreement shall not constitute a termination of employment by the Company or by the Participant under this Section 3(b45th day after such date).

Certain Terminations. Subject The Employer may terminate the Employee's -------------------- employment hereunder at any time for any reason or for no reason by providing a Notice of Termination in accordance with Section 2.02(c). If the Employee's services are terminated by the Employer for any reason other than for cause as defined in Section 2.02(b) hereof and other than due to Section 3(d) but otherwise notwithstanding anything to the contrary set forth in the Employment Agreement, the Plan death or this Agreement, upon the termination of employment of the Participant: disability: (i) following the Effective Date by the Company for Cause (as defined in the Employment Agreement), by the Participant without Good Reason (as defined in the Employment Agreement) other than as a result of Participant retiring from the Company at any time after the Effective Date (“Retirement”) or as a result of the Participant's death or Disability (as defined in the Employment Agreement), all unvested Restricted Shares Employer shall be forfeited and returned pay to the Company; provided that, in the case of termination by the Participant without Good Reason Employee any base salary and other benefits earned and accrued under this Agreement prior to the Release Date (as defined below), the Eligible Restricted Shares that have met the Measurement Standard shall remain outstanding and unvested until the Release Date and, in the absence of a Forfeiture Termination (as defined below), shall vest on the Release Date to the extent vesting would have occurred on the date of termination; or , (ii) by the Company without Cause, by Employer shall pay to the Participant as Employee a result pro-rated bonus for the year of Retirement or by the Participant for Good Reason, subject to Section 3(d): (A) the unvested Restricted Shares shall remain outstanding and eligible to vest termination in accordance with Section 3(a) until the tenth (10th) anniversary of the Effective Date as to (i) Restricted Shares that are Eligible Restricted Shares on the Date of Termination (as defined in the Employment Agreement), and (ii) a number of Non-Eligible Restricted Shares, if any, in the group of Restricted Shares which first would have become Eligible Restricted Shares on the anniversary of the Effective Date immediately following the Date of Termination an amount equal to the number product of(A) the target bonus established with respect to the Employee for such year, or if no such target is established the bonus paid or payable to the Employee for the year prior to the year of Restricted Shares in such group termination, multiplied by (B) a fraction, the numerator of which is the number of calendar days following the anniversary of the Effective Date immediately preceding the Date of Termination (or, in the case year of the Restricted Shares which would first have become Eligible Restricted Shares on the first anniversary of the Effective Date, the Effective Date) through the Date of Termination, termination completed prior to such termination and the denominator of which is 365 365; provided that if a target bonus had been established with respect to the year of termination, a pro-rated bonus shall be payable pursuant to this Section 2.02(d)(ii) only if the performance goals established with respect to such target bonus have been achieved by the date the bonus would have been paid in the absence of the Employee's termination of employment (with those Restricted Shares described in this clause iii) the Employer agrees that such termination would not be voluntary or a termination "for cause" as contemplated by any stock option or other incentive plans and any stock option or other award agreements entered into between the Employer and the Employee (ii) becoming Eligible Restricted Shares); and (B) any Non-Eligible Restricted Shares including agreements that remain unvested may be entered into after the application of clause (A) date hereof), and Section 3(d) shall immediately be forfeited and returned that any stock options with respect to the Company Employer's stock held by the Employee shall become fully exercisable as of the Date date of Terminationsuch termination and shall remain exercisable until the later of three months following the date of such termination or the expiration date of such option, notwithstanding any contrary vesting schedules otherwise applicable to such options, (iv) the Employer will continue to pay the Employee, for the balance of the Term, her base salary as of the date of such termination, and (v) the Employee shall have no further rights hereunder. In Such continued payments will be made at the times and in the manner they would have been made to the Employee in the absence of affirmative action by the Company or the Participant to terminate the employment of the Participant, the expiration of the term of the Employment Agreement shall not constitute a termination of employment by the Company or by the Participant under this Section 3(b)such termination.

Certain Terminations. Subject to Section 3(d) but otherwise notwithstanding Notwithstanding anything to the contrary set forth in any employment agreement between the Employment AgreementOptionee and the Company, the Plan or this Agreement, upon the termination of employment of the Participant: Optionee (i) following the Effective Date by the Company for Cause (as defined in the Employment Agreement), by the Participant without Good Reason (as defined in the Employment Agreement) other than as a result of Participant retiring from the Company at Optionee’s death or Disability, by the Company, or any time after of its Subsidiaries, for Cause, by the Effective Date (“Retirement”) Optionee without Good Reason or as a result of the Participant's death or Disability (as defined in the Employment Agreement)Optionee’s Retirement, all unvested Restricted Shares Performance-Vesting Options shall be forfeited cancelled and returned to the Company; provided thatforfeited, in the case of termination by the Participant without Good Reason prior to the Release Date (as defined below), the Eligible Restricted Shares that have met the Measurement Standard shall remain outstanding and unvested until the Release Date and, in the absence of a Forfeiture Termination (as defined below), shall vest on the Release Date to the extent vesting would have occurred on the date of termination; or or (ii) by the Company Company, or any of its Subsidiaries, without Cause, by the Participant as a result of Retirement Cause or by the Participant Optionee for Good Reason, subject to Section 3(d): : (A) the all Non-Eligible Performance-Vesting Options shall immediately be canceled and forfeited; (B) all unvested Restricted Shares shall Eligible Performance-Vesting Options that do not remain outstanding and eligible to vest pursuant to Section 4.2(b)(ii)(C) hereof shall be canceled and forfeited; and (C) the Applicable Percentage of each of the Eligible Tranche I Performance Options, Eligible Tranche II Performance Options, and Eligible Tranche III Performance Options, respectively, shall remain outstanding and be eligible to vest in accordance with the applicable measurement standard set forth in Section 3(a) until the tenth (10th) anniversary of the Effective Date as to (i) Restricted Shares that are Eligible Restricted Shares on the Date of Termination (as defined in the Employment Agreement4.2(a), where one-third (1/3) of such Eligible Performance-Vesting Options that remain outstanding and eligible to vest pursuant to the foregoing provision shall be subject to the stock price threshold of $60 per Share, one-third (ii1/3) a number of Nonsuch Eligible Performance-Vesting Options shall be subject to the stock price threshold of $80 per Share, and one-third (1/3) of such Eligible Restricted SharesPerformance-Vesting Options shall be subject to the stock price threshold of $100 per Share, if anyrespectively. Notwithstanding anything set forth in Section 7 to the contrary, in the group of Restricted Shares which first would have become Eligible Restricted Shares on the anniversary of the Effective Date immediately following the Date of Termination equal to the number of Restricted Shares in such group multiplied by a fraction, the numerator of which is the number of calendar days Performance-Vesting Options that vest pursuant to this Section 4.2(b) following the anniversary date of the Effective Date immediately preceding the Date of Termination (or, in the case of the Restricted Shares which would first have become Eligible Restricted Shares on the first anniversary of the Effective Date, the Effective Date) through the Date of Termination, and the denominator of which is 365 (with those Restricted Shares described in this clause (ii) becoming Eligible Restricted Shares); and (B) any Non-Eligible Restricted Shares that remain unvested after the application of clause (A) and Section 3(d) shall immediately be forfeited and returned to the Company as of the Date of Termination. In the absence of affirmative action by the Company or the Participant to terminate the employment of the Participant, the expiration of the term of the Employment Agreement shall not constitute a Optionee’s termination of employment by shall continue to be exercisable in whole or in part at any time for six (6) months following the Company or by the Participant under date that such options become vested and exercisable in accordance with this Section 3(b4.2(b), but in no event after the Exercise Expiration Date.

Certain Terminations. Subject to Section 3(d) but otherwise notwithstanding anything to the contrary set forth in the Employment Agreement, the Plan or this Agreement, upon the termination of employment of the Participant: (i) following If during the Effective Date first year of the Performance Period (fiscal 2017) and prior to a Change in Control you cease to be employed by Teradata for any reason other than a termination of your employment by Teradata for Cause, then the Company for Cause (as defined in the Employment Agreement)shall credit to your Account a pro-rated number of Share Units, by the Participant without Good Reason (as defined in the Employment Agreement) other than as a result of Participant retiring from the Company at any time after the Effective Date (“Retirement”) or as a result of the Participant's death or Disability (as defined in the Employment Agreement), all unvested Restricted Shares which shall be forfeited fully vested, and returned to which shall be calculated by multiplying (i) the Company; provided that, in the case actual number of termination by the Participant without Good Reason prior to the Release Date Share Units (as defined below), the Eligible Restricted Shares if any) that have met the Measurement Standard shall remain outstanding and unvested until the Release Date and, in the absence of a Forfeiture Termination (as defined below), shall vest on the Release Date to the extent vesting would have occurred on the date of termination; or (ii) by the Company without Cause, by the Participant as a result of Retirement or by the Participant for Good Reason, subject been credited to Section 3(d): (A) the unvested Restricted Shares shall remain outstanding and eligible to vest your Account in accordance with Section 3(a) until 1 of this Agreement had you continued in employment through December 31, 2017, determined by the tenth (10th) anniversary Committee based on the actual performance of the Effective Date as to (i) Restricted Shares that are Eligible Restricted Shares on Company during the Date of Termination (as defined in the Employment Agreement)entire Performance Period, and by (ii) a number of Non-Eligible Restricted Shares, if any, in the group of Restricted Shares which first would have become Eligible Restricted Shares on the anniversary of the Effective Date immediately following the Date of Termination equal to the number of Restricted Shares in such group multiplied by a fraction, the numerator of which is the number of calendar days following the anniversary full and partial months of the Effective Date immediately preceding the Date of Termination (oremployment you completed commencing with January 1, in the case of the Restricted Shares which would first have become Eligible Restricted Shares on the first anniversary of the Effective Date, the Effective Date) through the Date of Termination2017, and the denominator of which is 365 12 months (subject to such rounding conventions as may be implemented from time-to-time by Teradata’s third party Plan administrator). For purposes of determining any pro rata vesting of your Share Units, your period of employment with those Restricted Teradata shall not include any leave of absence, other than an approved leave of absence from which Teradata reasonably expects that you will return to perform services for Teradata. The Company shall deliver to you the Shares described in underlying the pro-rated number of Share Units (if any) that become vested pursuant to this clause Section 2(b) within seventy (70) days after December 31, 2019. (ii) becoming Eligible Restricted Shares); and If during the second or third year of the Performance Period (B) any Non-Eligible Restricted Shares that remain unvested after the application of clause (Afiscal 2018 or 2019) and Section 3(d) shall immediately prior to a Change in Control you cease to be forfeited and returned to the Company as of the Date of Termination. In the absence of affirmative action employed by the Company or the Participant to terminate the employment of the Participant, the expiration of the term of the Employment Agreement shall not constitute Teradata for any reason other than a termination of your employment by Teradata for Cause, then, following the completion of the full Performance Period, the Company or shall credit to your Account the number of Share Units earned pursuant to this Agreement, determined by the Participant under Committee based on the actual performance of the Company during the entire Performance Period, which Share Units shall be fully vested (without pro-ration). The Company shall deliver to you the Shares underlying the number of Share Units (if any) that become vested pursuant to this Section 3(b)2(b) within seventy (70) days after December 31, 2019.

Certain Terminations. Subject If the Participant’s Service terminates during the Performance Period due to Section 3(d) but otherwise notwithstanding anything to death or Disability, or the contrary set forth in Company terminates the Employment AgreementParticipant’s Service without Cause during the Performance Period, the Plan or this Agreement, upon the termination of employment Participant shall receive a pro rata portion of the Participant: (i) following the Effective Date by the Company for Cause (as defined in the Employment Agreement), by the Participant without Good Reason (as defined in the Employment Agreement) other than as Units determined based on a result of Participant retiring from the Company at any time after the Effective Date (“Retirement”) or as a result of the Participant's death or Disability (as defined in the Employment Agreement), all unvested Restricted Shares shall be forfeited and returned to the Company; provided that, in the case of termination by the Participant without Good Reason prior to the Release Date (as defined below), the Eligible Restricted Shares that have met the Measurement Standard shall remain outstanding and unvested until the Release Date and, in the absence of a Forfeiture Termination (as defined below), shall vest on the Release Date to the extent vesting would have occurred on the date of termination; or (ii) by the Company without Cause, by the Participant as a result of Retirement or by the Participant for Good Reason, subject to Section 3(d): (A) the unvested Restricted Shares shall remain outstanding and eligible to vest in accordance with Section 3(a) until the tenth (10th) anniversary of the Effective Date as to (i) Restricted Shares that are Eligible Restricted Shares on the Date of Termination (as defined in the Employment Agreement), and (ii) a number of Non-Eligible Restricted Shares, if any, in the group of Restricted Shares which first would have become Eligible Restricted Shares on the anniversary of the Effective Date immediately following the Date of Termination equal to the number of Restricted Shares in such group multiplied by a fraction, fraction the numerator of which is the number of full calendar days following the anniversary months of the Effective Date immediately preceding Participant’s Service during the Date of Termination (or, in the case of the Restricted Shares which would first have become Eligible Restricted Shares on the first anniversary of the Effective Date, the Effective Date) through the Date of Termination, Performance Period and the denominator of which is 365 twenty-four (with those Restricted Shares described in 24) multiplied by the total number of Units that would have been earned based on actual Performance Goal results for the Performance Period. For purposes of illustration only, assuming that the Participant’s Service terminates due to Disability on November 13, 2023, the Participant will be entitled to receive a pro-rata portion (18/24th) of the Units that are earned based on actual achievement of the Performance Goals for the Performance Period. In the event that the Participant earns Units pursuant to this clause Section 3(b), such Units shall be converted to Stock following the approval of the Committee, on the second (ii2nd) becoming Eligible Restricted Shares); and (B) any Non-Eligible Restricted Shares that remain unvested after the application of clause (A) and Section 3(d) shall immediately be forfeited and returned to the Company as anniversary of the Date of TerminationGrant, but not later than the 45th day after the second (2nd) anniversary of the Date of Grant. In Notwithstanding the absence preceding sentence, if the Participant is a “specified employee” as determined under Section 409A of affirmative action by the Internal Revenue Code of 1986, as amended, and the Company or terminates the Participant’s Service without Cause during the Performance Period, such Participant shall have such Units converted to terminate Stock on the employment date that is the later of: (x) the first day following the six month anniversary of the Participant’s separation from service (as defined under Section 409A), or (y) the expiration of the term of the Employment Agreement shall not constitute a termination of employment by the Company or by the Participant under date such Units would have otherwise been converted pursuant to this Section 3(b). Notwithstanding Section 2(a) of the Plan, “Cause” for purposes of this Agreement shall be defined as set forth in the Plan, but shall also include any termination of the Participant’s Service as a result of the Participant’s continued failure to meet performance objectives or expectations after receiving a written demand that specifically identifies the manner in which the Company believes that Participant has not performed. The final determination of whether the Participant has been discharged or has terminated Service for any of the reasons specified in this Section 3(b) or in Section 3(c) will be made by the Board, as applicable, in its sole and absolute discretion.

Certain Terminations. Subject to Section 3(d) but otherwise notwithstanding anything to the contrary set forth in the Employment Agreement, the Plan or this Agreement, upon the termination of employment of If the Participant: ’s Service terminates during the Performance Period due to death, Disability or Retirement, or the Company terminates the Participant’s Service without Cause during the Performance Period, (i) following with respect to the Effective Date by Tranche 1 Units and Tranche 2 Units that are earned based on the Company for Cause (as defined in achievement of the Employment Agreement)Operating Net Income and Cash Flow Pre-Financing Performance Goals, by respectively, the Participant without Good Reason shall receive (as defined A) any portion of such Units earned in the Employment Agreementrespect of any completed Calendar Year(s) other than as a result of Participant retiring from the Company at any time after the Effective Date (“Retirement”) or as a result of the Participant's death or Disability (as defined in the Employment Agreement), all unvested Restricted Shares shall be forfeited and returned to the Company; provided that, in the case of termination by the Participant without Good Reason prior to the Release Date (as defined below), the Eligible Restricted Shares that have met the Measurement Standard shall remain outstanding and unvested until the Release Date and, in the absence of a Forfeiture Termination (as defined below), shall vest on the Release Date to the extent vesting would have occurred on the date of termination; or such termination based on actual Operating Net Income and Cash Flow Pre-Financing results for such prior Calendar Year(s) plus (iiB) by the Company without Cause, by the Participant as a result of Retirement or by the Participant for Good Reason, subject to Section 3(d): (A) the unvested Restricted Shares shall remain outstanding and eligible to vest in accordance with Section 3(a) until the tenth (10th) anniversary pro rata portion of the Effective Date as to (i) Restricted Shares that are Eligible Restricted Shares Tranche 1 Units and Tranche 2 Units, based on the Date of Termination (as defined in the Employment Agreement), and (ii) a number of Non-Eligible Restricted Shares, if any, in the group of Restricted Shares which first would have become Eligible Restricted Shares on the anniversary of the Effective Date immediately following the Date of Termination equal to the number of Restricted Shares in such group multiplied by a fraction, fraction the numerator of which is the number of full PERFORMANCE SHARE UNIT – US ELT calendar days following the anniversary months of the Effective Date immediately preceding Participant’s Service during the Date of Termination (or, Calendar Year in the case of the Restricted Shares which would first have become Eligible Restricted Shares on the first anniversary of the Effective Date, the Effective Date) through the Date of Termination, such termination occurs and the denominator of which is 365 twelve (with those Restricted Shares described 12), that would have been earned based on actual Operating Net Income and Cash Flow Pre-Financing results for the Calendar Year in this clause which such termination occurs; and (ii) becoming Eligible Restricted Shares); and (B) any Non-Eligible Restricted Shares that remain unvested after the application of clause (A) and Section 3(d) shall immediately be forfeited and returned with respect to the Company as Tranche 3 Units that are earned based on the achievement of the Relative TSR Performance Goal, the Participant shall receive a pro rata portion of such Units, based on a fraction the numerator of which is the number of full calendar months of the Participant’s Service during the Performance Period and the denominator of which is thirty six (36), that would have been earned based on actual Relative TSR results for the Performance Period. For purposes of illustration only, assuming that the Participant’s Service terminates due to Retirement on February 1, 2023, the Participant will be entitled to receive (x) the Tranche 1 Units and Tranche 2 Units that were earned based on actual Operating Net Income and Cash Flow Pre-Financing results for 2021 and 2022, respectively, (y) a pro-rata portion (1/12th) of the Tranche 1 Units and Tranche 2 Units that are earned based on actual Operating Net Income and Cash Flow Pre-Financing results for 2023, respectively, and (z) a pro-rata portion (25/36th) of the Tranche 3 Units that are earned based on actual Relative TSR results for the Performance Period. In the event that the Participant earns Units pursuant to this Section 3(e), such Units shall be converted to Stock or cash, at the discretion of and following the approval of the Committee, on the third (3rd) anniversary of the Date of TerminationGrant, but not later than the 45th day after the third (3rd) anniversary of the Date of Grant. In Notwithstanding the absence preceding sentence, if the Participant is a “specified employee” as determined under Section 409A of affirmative action the Internal Revenue Code of 1986, as amended, and (1) his or her Service terminates during one of the Performance Periods due to Retirement or (2) the Company terminates the Participant’s Service without Cause during a Performance Period, such Participant shall have such Units converted to Stock or cash on the date that is the later of: (x) the first day following the six month anniversary of the Participant’s separation from Service, or (y) the anniversary of the Date of Grant immediately following the end of the Performance Period in which such Participant’s Retirement or termination by the Company or without Cause occurs (but no later than the Participant to terminate the employment of the Participant, the expiration of the term of the Employment Agreement shall not constitute a termination of employment by the Company or by the Participant under this Section 3(b45th day after such date).

Certain Terminations. Subject to Section 3(d) but otherwise notwithstanding anything to the contrary set forth in the Employment Agreement, the Plan or this Agreement, upon the termination of employment of the Participant: (i) following the Effective Date If you cease to be employed by the Company for Cause (as defined in the Employment Agreement), by the Participant without Good Reason (as defined in the Employment Agreement) other than as a result of Participant retiring from the Company at any time after the Effective Date (“Retirement”) or as a result of the Participant's death or Disability (as defined in the Employment Agreement), all unvested Restricted Shares shall be forfeited and returned to the Company; provided that, in the case of termination by the Participant without Good Reason Teradata prior to the Release Vesting Date and prior to a Change in Control due to death or Disability, then the Company shall credit to your Account a pro-rated number of Share Units, which shall be fully vested, and which shall be calculated by multiplying (as defined below), i) the Eligible Restricted Shares actual number of Share Units that have met the Measurement Standard shall remain outstanding and unvested until the Release Date and, in the absence of a Forfeiture Termination (as defined below), shall vest on the Release Date to the extent vesting would have occurred on the date of termination; or (ii) by the Company without Cause, by the Participant as a result of Retirement or by the Participant for Good Reason, subject been credited to Section 3(d): (A) the unvested Restricted Shares shall remain outstanding and eligible to vest your Account in accordance with Section 3(a) until 1 of this Agreement had you continued in employment through the tenth (10th) anniversary Vesting Date, determined by the Committee based on the actual performance of the Effective Date as to (i) Restricted Shares that are Eligible Restricted Shares on Company during the Date of Termination (as defined in the Employment Agreement)Performance Period, and by (ii) a number of Non-Eligible Restricted Shares, if any, in the group of Restricted Shares which first would have become Eligible Restricted Shares on the anniversary of the Effective Date immediately following the Date of Termination equal to the number of Restricted Shares in such group multiplied by a fraction, the numerator of which is the number of calendar days following the anniversary full and partial months of the Effective Date immediately preceding the Date of Termination (oremployment you completed commencing with January 1, in the case of the Restricted Shares which would first have become Eligible Restricted Shares on the first anniversary of the Effective Date, the Effective Date) through the Date of Termination2018, and the denominator of which is 365 36 months (subject to such rounding conventions as may be implemented from time-to-time by Teradata’s third party Plan administrator). For purposes of determining any pro rata vesting of your Share Units, your period of employment with those Restricted Teradata shall not include any leave of absence, other than an approved leave of absence from which Teradata reasonably expects that you will return to perform services for Teradata. Except as otherwise provided in Section 3 of this Agreement, the Company shall deliver to you the Shares described in this clause underlying the pro-rated number of Share Units within seventy (70) days after the Vesting Date. (ii) becoming Eligible Restricted SharesIf you cease to be employed by Teradata prior to the Vesting Date and prior to a Change in Control due to your Retirement, then the Committee or its delegate may in its sole discretion choose to provide that all or any pro rata portion of the Share Units that would have been credited to your Account in accordance with Section 1 of this Agreement had you continued in employment throughout the Performance Period, determined by the Committee based on the actual performance of the Company during such Performance Period, will become vested upon the terms, and subject to the conditions, established by the Committee, including an acceleration of vesting for Share Units for up to one additional year following Retirement. For purposes of this Agreement, “Retirement” means termination by you of your employment with Teradata at or after age 55 (other than, if applicable to you, for Good Reason (as described below) following a Change in Control); and . Except as otherwise provided in Section 3 of this Agreement, the Company shall deliver to you the Shares underlying the pro-rated number of Share Units within seventy (B70) any Non-Eligible Restricted Shares that remain unvested days after the application of clause (A) and Section 3(d) shall immediately be forfeited and returned to the Company as of the Date of Termination. In the absence of affirmative action by the Company or the Participant to terminate the employment of the Participant, the expiration of the term of the Employment Agreement shall not constitute a termination of employment by the Company or by the Participant under this Section 3(b)Vesting Date.

Certain Terminations. Subject to Section 3(d) but otherwise notwithstanding anything to the contrary set forth in the Employment Agreement, the Plan or this Agreement, upon the termination of employment of the Participant: (i) following the Effective Date If you cease to be employed by the Company for Cause (as defined in the Employment Agreement), by the Participant without Good Reason (as defined in the Employment Agreement) other than as a result of Participant retiring from the Company at any time after the Effective Date (“Retirement”) or as a result of the Participant's death or Disability (as defined in the Employment Agreement), all unvested Restricted Shares shall be forfeited and returned to the Company; provided that, in the case of termination by the Participant without Good Reason Teradata prior to the Release Vesting Date due to death or Disability, then the Company shall credit to your Account a pro-rated number of Share Units, which shall be fully vested, and which shall be calculated by multiplying (as defined below), i) the Eligible Restricted Shares actual number of Share Units that have met the Measurement Standard shall remain outstanding and unvested until the Release Date and, in the absence of a Forfeiture Termination (as defined below), shall vest on the Release Date to the extent vesting would have occurred on the date of termination; or (ii) by the Company without Cause, by the Participant as a result of Retirement or by the Participant for Good Reason, subject been credited to Section 3(d): (A) the unvested Restricted Shares shall remain outstanding and eligible to vest your Account in accordance with Section 3(a) until 1 of this Agreement had you continued in employment through the tenth (10th) anniversary Vesting Date, determined by the Committee based on the actual performance of the Effective Date as to (i) Restricted Shares that are Eligible Restricted Shares on Company during the Date of Termination (as defined in the Employment Agreement)Performance Period, and by (ii) a number of Non-Eligible Restricted Shares, if any, in the group of Restricted Shares which first would have become Eligible Restricted Shares on the anniversary of the Effective Date immediately following the Date of Termination equal to the number of Restricted Shares in such group multiplied by a fraction, the numerator of which is the number of calendar days following the anniversary full and partial months of the Effective Date immediately preceding the Date of Termination (oremployment you completed commencing with January 1, in the case of the Restricted Shares which would first have become Eligible Restricted Shares on the first anniversary of the Effective Date, the Effective Date) through the Date of Termination2020, and the denominator of which is 365 36 months (subject to such rounding conventions as may be implemented from time-to-time by Teradata’s third party plan administrator). For purposes of determining any pro rata vesting of your Share Units, your period of employment with those Restricted Shares described in this clause Teradata shall not include any leave of absence, other than an approved leave of absence from which Teradata reasonably expects that you will return to perform services for Teradata. (ii) becoming Eligible Restricted SharesIf Teradata terminates your employment prior to a Vesting Date other than for Cause (as defined in the Plan); and , death or Disability, or if you resign from Teradata for Good Reason (Bas defined in your participation agreement under the Teradata Executive Severance Plan), in each case provided that, within 21 days after such termination, you shall have executed and delivered a release of claims in a form provided under the Teradata Executive Severance Plan and such release of claims shall have become effective and irrevocable in accordance with its terms, then a pro rata portion of the Share Units will become fully Vested. The pro rata portion of the Share Units that will become fully Vested will be determined by multiplying (i) any Non-Eligible Restricted Shares the actual number of Share Units that remain unvested after would have been credited to your Account in accordance with Section 1 of this Agreement had you continued in employment through the application Vesting Date, determined by the Committee based on the actual performance of clause (A) and Section 3(d) shall immediately be forfeited and returned to the Company as during the Performance Period, by (ii) a fraction, the numerator of which is the number of full and partial months of employment you completed commencing with the first day of the Date Performance Period, and the denominator of Termination. In the absence which is 36 months, provided that your years of affirmative action vesting service for this purpose only shall be no less than 24 months (subject to such rounding conventions as may be implemented from time-to-time by the Company or the Participant to terminate the employment of the Participant, the expiration of the term of the Employment Agreement shall not constitute a termination of employment by the Company or by the Participant under this Section 3(bTeradata’s third party plan administrator).

Certain Terminations. Subject to Section 3(d) but otherwise notwithstanding Notwithstanding anything to the contrary set forth in any employment agreement between the Employment AgreementOptionee and the Company, the Plan or this Agreement, upon the termination of employment of the Participant: Optionee (i) following the Effective Date by the Company for Cause (as defined in the Employment Agreement), by the Participant without Good Reason (as defined in the Employment Agreement) other than as a result of Participant retiring from the Company at Optionee’s death or Disability, by the Company, or any time after of its Subsidiaries, for Cause, by the Effective Date (“Retirement”) Optionee without Good Reason or as a result of the Participant's death or Disability (as defined in the Employment Agreement)Optionee’s Retirement, all unvested Restricted Shares Performance- Vesting Options shall be forfeited cancelled and returned to the Company; provided thatforfeited, in the case of termination by the Participant without Good Reason prior to the Release Date (as defined below), the Eligible Restricted Shares that have met the Measurement Standard shall remain outstanding and unvested until the Release Date and, in the absence of a Forfeiture Termination (as defined below), shall vest on the Release Date to the extent vesting would have occurred on the date of termination; or or (ii) by the Company Company, or any of its Subsidiaries, without Cause, by the Participant as a result of Retirement Cause or by the Participant Optionee for Good Reason, subject to Section 3(d): : (A) the all Non-Eligible Performance-Vesting Options shall immediately be canceled and forfeited; (B) all unvested Restricted Shares shall Eligible Performance-Vesting Options that do not remain outstanding and eligible to vest pursuant to Section 4.2(b)(ii)(C) hereof shall be canceled and forfeited; and (C) the Applicable Percentage of each of the Eligible Tranche I Performance Options, Eligible Tranche II Performance Options, and Eligible Tranche III Performance Options, respectively, shall remain outstanding and be eligible to vest in accordance with the applicable measurement standard set forth in Section 3(a) until the tenth (10th) anniversary of the Effective Date as to (i) Restricted Shares that are Eligible Restricted Shares on the Date of Termination (as defined in the Employment Agreement4.2(a), where one-third (1/3) of such Eligible Performance-Vesting Options that remain outstanding and eligible to vest pursuant to the foregoing provision shall be subject to the stock price threshold of $60 per Share, one-third (ii1/3) a number of Nonsuch Eligible Performance-Vesting Options shall be subject to the stock price threshold of $80 per Share, and one-third (1/3) of such Eligible Restricted SharesPerformance-Vesting Options shall be subject to the stock price threshold of $100 per Share, if anyrespectively. Notwithstanding anything set forth in Section 7 to the contrary, in the group of Restricted Shares which first would have become Eligible Restricted Shares on the anniversary of the Effective Date immediately following the Date of Termination equal to the number of Restricted Shares in such group multiplied by a fraction, the numerator of which is the number of calendar days Performance-Vesting Options that vest pursuant to this Section 4.2(b) following the anniversary date of the Effective Date immediately preceding the Date of Termination (or, in the case of the Restricted Shares which would first have become Eligible Restricted Shares on the first anniversary of the Effective Date, the Effective Date) through the Date of Termination, and the denominator of which is 365 (with those Restricted Shares described in this clause (ii) becoming Eligible Restricted Shares); and (B) any Non-Eligible Restricted Shares that remain unvested after the application of clause (A) and Section 3(d) shall immediately be forfeited and returned to the Company as of the Date of Termination. In the absence of affirmative action by the Company or the Participant to terminate the employment of the Participant, the expiration of the term of the Employment Agreement shall not constitute a Optionee’s termination of employment by shall continue to be exercisable in whole or in part at any time for six (6) months following the Company or by the Participant under date that such options become vested and exercisable in accordance with this Section 3(b4.2(b), but in no event after the Exercise Expiration Date.

Certain Terminations. Subject to Section 3(d) but otherwise notwithstanding anything to the contrary set forth in the Employment Agreement, the Plan or this Agreement, upon the termination of employment of the Participant: (i) following the Effective Date If you cease to be employed by the Company for Cause (as defined in the Employment Agreement), by the Participant without Good Reason (as defined in the Employment Agreement) other than as a result of Participant retiring from the Company at any time after the Effective Date (“Retirement”) or as a result of the Participant's death or Disability (as defined in the Employment Agreement), all unvested Restricted Shares shall be forfeited and returned to the Company; provided that, in the case of termination by the Participant without Good Reason Teradata prior to the Release Vesting Date due to death or Disability, then the Company shall credit to your Account a pro-rated number of Share Units, which shall be fully vested, and which shall be calculated by multiplying (as defined below), i) the Eligible Restricted Shares actual number of Share Units that have met the Measurement Standard shall remain outstanding and unvested until the Release Date and, in the absence of a Forfeiture Termination (as defined below), shall vest on the Release Date to the extent vesting would have occurred on the date of termination; or (ii) by the Company without Cause, by the Participant as a result of Retirement or by the Participant for Good Reason, subject been credited to Section 3(d): (A) the unvested Restricted Shares shall remain outstanding and eligible to vest your Account in accordance with Section 3(a) until 1 of this Agreement had you continued in employment through the tenth (10th) anniversary Vesting Date, determined by the Committee based on the actual performance of the Effective Date as to (i) Restricted Shares that are Eligible Restricted Shares on Company during the Date of Termination (as defined in the Employment Agreement)Performance Period, and by (ii) a number of Non-Eligible Restricted Shares, if any, in the group of Restricted Shares which first would have become Eligible Restricted Shares on the anniversary of the Effective Date immediately following the Date of Termination equal to the number of Restricted Shares in such group multiplied by a fraction, the numerator of which is the number of calendar days following the anniversary full and partial months of the Effective Date immediately preceding the Date of Termination (oremployment you completed commencing with January 1, in the case of the Restricted Shares which would first have become Eligible Restricted Shares on the first anniversary of the Effective Date, the Effective Date) through the Date of Termination2019, and the denominator of which is 365 36 months (subject to such rounding conventions as may be implemented from time-to-time by Teradata’s third party Plan administrator). For purposes of determining any pro rata vesting of your Share Units, your period of employment with those Restricted Shares described in this clause Teradata shall not include any leave of absence, other than an approved leave of absence from which Teradata reasonably expects that you will return to perform services for Teradata. (ii) becoming Eligible Restricted Shares); andIf you cease to be employed by Teradata prior to the Vesting Date due to your Retirement, then the Committee or its delegate may in its sole discretion choose to provide that all or any pro rata portion of the Share Units that would have been credited to your Account in accordance with Section 1 of this Agreement had you continued in employment throughout the Performance Period, determined by the Committee based on the actual performance of the Company during such Performance Period, will become vested upon the terms, and subject to the conditions, established by the Committee, including an acceleration of vesting for Share Units for up to one additional year following Retirement. For purposes of this Agreement, “Retirement” means termination by you of your employment with Teradata at or after age 55. (Biii) any Non-Eligible Restricted Shares that remain unvested after the application of clause (A) and Section 3(d) shall immediately be forfeited and returned If your employment with Teradata is terminated prior to the Company as Vesting Date due to a reduction-in-force, then, upon such termination of employment, a pro rata portion of the Date Share Units will become fully Vested. The pro rata portion of Termination. In the absence Share Units that will become fully Vested will be determined by multiplying (i) the actual number of affirmative action Share Units that would have been credited to your Account in accordance with Section 1 of this Agreement had you continued in employment through the Vesting Date, determined by the Company or Committee based on the Participant to terminate the employment actual performance of the ParticipantCompany during the Performance Period, by (ii) a fraction, the expiration numerator of which is the number of full and partial months of employment you completed commencing with the first day of the term Performance Period, and the denominator of the Employment Agreement which is 36 months (subject to such rounding conventions as may be implemented from time-to-time by Teradata’s third party Plan administrator). For purposes of determining such pro rata Vesting of your Share Units, your period of employment with Teradata shall not constitute include any leave of absence, other than an approved leave of absence from which Teradata reasonably expects that you will return to perform services for Teradata. Teradata in its sole discretion determines when an employee’s position is terminated due to a termination of employment by the Company or by the Participant under this Section 3(b)reduction-in-force.