Common use of Code of Conduct Certification; Compliance with Xxxxxxx Xxxxxxx Laws and NCR Xxxxxxx Xxxxxxx Policy Clause in Contracts

Code of Conduct Certification; Compliance with Xxxxxxx Xxxxxxx Laws and NCR Xxxxxxx Xxxxxxx Policy. Notwithstanding any other provision of this Agreement, this Award of Stock Units and your right to receive payment of any Stock Units that become Vested hereunder are subject to and expressly conditioned upon your timely annual certification to NCR’s Code of Conduct, and in the event of your failure to timely provide any such certification as may be required prior to the date that Stock Units would otherwise be paid under this Agreement, those Stock Units shall be forfeited; provided that no such forfeiture shall occur unless you are provided written notice (which notice may be provided by email) of the impending forfeiture, and you do not provide your certification to NCR’s Code of Conduct within thirty days following such notice. With respect to any shares of Common Stock distributed to you hereunder, you understand and agree that if at any time following such distribution you are in possession or have knowledge of material non-public information relating to NCR, in accordance with law you may not trade in NCR securities until the information becomes public, except as may be the case pursuant to a 10b5-1 trading plan properly executed by you and NCR when you were not in possession or did not have knowledge of material non-public information relating to NCR (to the extent such a trading plan is required or permitted by NCR’s Xxxxxxx Xxxxxxx Policy). You should consult an attorney if you have questions concerning such matters.

Code of Conduct Certification; Compliance with Xxxxxxx Xxxxxxx Laws and NCR Xxxxxxx Xxxxxxx Policy. Notwithstanding any other provision of this Agreement, this Award of Stock Units the Option and your right to receive payment exercise any portion of any Stock Units the Option that has become Vested hereunder are subject to and expressly conditioned upon your timely annual certification to NCR’s Code of Conduct, and in the event of your failure to timely provide any such certification as may be required prior to the date that Stock Units the Options would otherwise be paid vested under this Agreement, Agreement those Stock Units Options shall be forfeited; provided that no such forfeiture shall occur unless you are provided written notice (which notice may be provided by email) of the impending forfeiture, and you do not provide your certification to NCR’s Code of Conduct within thirty days following such notice. With respect to any shares of Common Stock distributed to you hereunder, you understand and agree that if at any time following such distribution you are in possession or have knowledge of material non-public information relating to NCR, in accordance with law you may not trade in NCR securities until the information becomes public, except as may be the case pursuant to a 10b5-1 trading plan properly executed by you and NCR when you were not in possession or did not have knowledge of material non-public information relating to NCR (to the extent such a trading plan is required or permitted by NCR’s Xxxxxxx Xxxxxxx Policy). You should consult an attorney if you have questions concerning such matters.