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.

Code of Conduct Certification; Compliance with Xxxxxxx Xxxxxxx Laws and NCR Xxxxxxx Xxxxxxx Policy. Notwithstanding any other provision of this Agreementanything herein to the contrary, this Award of Stock Units the Option and your right to receive payment of any Stock Units that become Vested hereunder exercise it are subject to and expressly conditioned upon your timely annual certification to NCR’s the NCR Code of Conduct, and in the event of your failure to . If you do not timely provide any such certification as may be required prior to by the date Employer before vesting of any portion of the Option, that Stock Units would otherwise be paid under this Agreement, those Stock Units shall portion of the Option will be forfeited; provided , except that no such forfeiture shall will 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 your Option and any shares of Common Stock distributed to you hereunderShares provided under this agreement, you understand and agree that if at any time following such distribution you are in possession responsible for reviewing, understanding and complying with Xxxxxxx Xxxxxxx laws and NCR’s Xxxxxxx Xxxxxxx Policy (available on the internet or have knowledge of material non-public information relating to NCRby request from the NCR Law Department), in accordance with law and that you may not trade in NCR securities until except in compliance with the information becomes public, except NCR Xxxxxxx Xxxxxxx Policy (as may be the case pursuant amended from time to a 10b5-1 trading plan properly executed time), which is incorporated herein 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)reference. You should consult an attorney if you have questions concerning such matters. The parties intend that payments under this Agreement comply with Code Section 409A or are exempt therefrom, and this Agreement shall be interpreted, administered and governed in accordance with such intent.