Common use of Nature of Grant Clause in Contracts

Nature of Grant. In accepting the grant, you acknowledge, understand and agree that: (a) the Stock Units and the Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c) the future value of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.

Nature of Grant. This provision supplements Section 9 of the Agreement: In accepting the grantRSUs, you acknowledgethe Participant consents to participating in the Plan and acknowledges having received and read a copy of the Plan. The Participant understands that the Company has unilaterally, understand gratuitously and agree that: (a) discretionally decided to grant the Stock Units RSUs under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or any Affiliate except as set forth in the Plan or Agreement. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting of Common Stock subject to the Stock Units are RSUs shall not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not become a part of normal any employment contract (either with the Employer or expected compensation the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purposepurpose (including severance compensation) or any other right whatsoever. In addition, the Participant understands that the RSUs would not be granted but for the assumptions and conditions referred to above; (c) thus, the future value Participant acknowledges and freely accepts that should any or all of the underlying Shares assumptions be mistaken or should any of Common Stock is unknown, indeterminable and canthe conditions not be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture met for any reason, then the grant of the Stock Units resulting from your Termination RSUs shall be null and void. Further, the vesting of Employment (the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, whether the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or not later found employment. This will be the case, for example, even if the Participant: (a) is considered to be invalid unfairly dismissed without good cause; (b) is dismissed for disciplinary or in objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of employment laws in the jurisdiction where you are employed contract; or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) is terminated from service or employment for purposes any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the Stock Unitsabove reasons, your employment or service relationship the Participant will be considered terminated as of automatically lose any rights to the RSUs that were unvested on the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.termination. Notifications

Nature of Grant. In The following provision supplements the "Nature of Award" section of the Agreement: By accepting the grantaward, you acknowledgethe International Participant consents to participation in the Plan and acknowledges that the International Participant has received a copy of the Plan document. The International Participant understands that the Company has unilaterally, understand gratuitously and agree that: (a) in its sole discretion decided to grant the Stock Units Equity Award under the Plan to individuals who may be employees throughout the world. The decision is limited and entered into based upon the Shares of Common Stock subject to express assumption and condition that any equity award granted will not economically or otherwise bind the Stock Units are Company or any subsidiary or affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the International Participant understands that the Equity Award is given on the assumption and condition that the Equity Award shall not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not become part of normal any employment contract (whether with the Company or expected compensation any subsidiary or affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose; purpose (cincluding severance compensation) or any other right whatsoever. Furthermore, the International Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the Equity Award, which is gratuitous and discretionary, since the future value of the underlying Shares shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of unpredictable. The International Participant also understands that the grant of Stock Units to which you are otherwise the Equity Award would not entitledbe made but for the assumptions and conditions set forth hereinabove; thus, you irrevocably agree never to institute the International Participant understands, acknowledges and freely accepts that, should any claim against NCR, or all of the assumptions be mistaken or any of its Subsidiaries or Affiliates or the Employerconditions not be met for any reason, waive your ability, if any, the Equity Award and any rights to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court underlying shares of competent jurisdiction, then, by participating in the Plan, you Common Stock shall be deemed irrevocably to have agreed not to pursue such claim null and agree to execute any void. Further, the International Participant understands and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Unitsagrees that, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement for by the Company or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided set forth in the Plan or by the Company in its discretionAgreement, the any unvested Equity Award and the benefits evidenced by this Agreement do not create any will be cancelled without entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares shares of Common Stock acquired upon settlementunderlying the Equity Award if the International Participant’s employment is terminated for any reason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a "despido improcedente"), material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, or under Article 10.3 of Royal Decree 1382/1985. The International Participant also understands that the grant of the Equity Award would not be made but for the assumptions and conditions set forth hereinabove; thus, the International Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Equity Award shall be null and void.

Nature of Grant. In accepting the grantRestricted Stock Units, you acknowledge, understand and agree Participant acknowledges that: (a) the grant of the Restricted Stock Units is voluntary and the Shares occasional and does not create any contractual or other right to receive future grants of Common Restricted Stock subject to the Units, or benefits in lieu of Restricted Stock Units are not intended to replace any pension rights or compensationeven if Restricted Stock Units have been granted repeatedly in the past; (b) all decisions with respect to future awards of Restricted Stock Units, if any, will be at the Stock Units and sole discretion of the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purposeCompany; (c) the future value of the underlying Shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; (d) in consideration of the award of Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Restricted Stock Units or any diminution in value of the Restricted Stock Units or Shares received when the Restricted Stock Units are earned resulting from your Termination the Participant’s termination of Employment employment by the Company or any Affiliate (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of local employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if anylaws), and in consideration of Participant irrevocably releases the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or Company and/or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claimthat may arise; (e) for purposes in the event of the Stock Units, your involuntary termination of Participant’s employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of local employment laws in the jurisdiction where you are employed or the terms of your employment agreementlaws), if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your Participant’s right to vest in the receive Restricted Stock Units and vesting under the Plan, if any, will terminate effective as of such the date that Participant is no longer actively employed and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in local law or contract, and the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee Company shall have the exclusive discretion to determine when you are Participant is no longer actively providing services employed for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence)the Restricted Stock Units; (f) unless otherwise provided the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred toPlan, or assumed by, another company nor to be exchanged, cashed out Participant’s acquisition or substituted for, in connection with any corporate transaction affecting the Shares sale of the Companyunderlying Shares; and (g) neither NCRParticipant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding Participant’s participation in the Employer nor Plan before taking any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant action related to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementPlan.

Nature of Grant. In accepting the grant, you acknowledge, understand and agree Optionee acknowledges that: (ai) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Stock Units Option Agreement; (ii) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the Shares past; (iii) all decisions with respect to future option grants, if any, will be at the sole discretion of Common Stock subject the Company; (iv) Optionee’s participation in the Plan shall not create a right to further employment with the Employer and shall not interfere with the ability of the Employer to terminate Optionee’s employment relationship at any time with or without cause; (v) Optionee is voluntarily participating in the Plan; (vi) the Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Stock Units are not intended to replace any pension rights Company or compensationthe Employer, and which is outside the scope of Optionee’s employment contract, if any; (bvii) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are Option is not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (cviii) in the event that Optionee is not an employee of the Company, the Option grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Option grant will not be interpreted to form an employment contract with the Employer or any Subsidiary or affiliate of the Company; (ix) the future value of the underlying Shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; (dx) if the underlying Shares do not increase in value, the Option will have no value; (xi) if Optionee exercises his or her Option(s) and acquires Shares, the value of those Shares acquired may increase or decrease in value, even below the Exercise Price; (xii) in consideration of the grant of the Option, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Stock Units Option or diminution in value of the Option or Shares purchased through exercise of the Option resulting from your Termination termination of Employment Optionee’s employment by the Company or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) and Optionee irrevocably releases the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, Company and the Employer from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in signing the PlanNotice of Grant, you Optionee shall be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (exiii) for purposes notwithstanding any terms or conditions of the Stock UnitsPlan to the contrary, your in the event of involuntary termination of Optionee’s employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreementlocal labor laws), if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your Optionee’s right to receive options and vest in the Stock Units options under the Plan, if any, will terminate effective as of such the date that Optionee is no longer actively employed and will not be extended by any notice period mandated under local law (for examplee.g., your period of service active employment would not include any contractual notice period or any a period of “garden leave” or similar period mandated under employment laws pursuant to local law); furthermore, in the jurisdiction where you are employed event of involuntary termination of employment (whether or not in breach of local labor laws), Optionee’s right to exercise the terms Option after termination of your employment agreementemployment, if any), will be measured by the date of termination of his or her active employment and will not be extended by any notice period mandated under local law; the Committee Company shall have the exclusive discretion to determine when you are Optionee is no longer actively providing services employed for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan his or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementher Option grant.

Nature of Grant. In accepting the grantgrant hereunder, you acknowledge, understand the Executive acknowledges and agree agrees that: (ai) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (ii) the Executive has read the Plan and any RSUs granted under it shall be subject to all of the terms and conditions of the Plan, including but not limited to the power of the Committee to interpret and determine the terms and provisions of the Plan and this Agreement and to make all determinations necessary or advisable for the administration of the Plan, all of which interpretations and determinations shall be final and binding; (iii) the RSU does not create any contractual or other right to receive future grants of RSUs, benefits in lieu of RSUs, or any other Plan benefits in the future; (iv) nothing contained in this Agreement is intended to create or enlarge any other contractual obligations between the Company or the Employer and the Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensationExecutive; (bv) any grant under the Stock Units and the Shares Plan, including any grant of Common Stock subject to the Stock Units and the income and value of sameRSUs, are is not part of normal or expected compensation for purposes of calculating any purposeseverance, resignation, redundancy, end of service payments, bonuses, long service option, pension, or retirement benefits or similar payments; (cvi) the Executive is voluntarily participating in the Plan; (vii) the future value of the Shares underlying Shares of Common Stock the RSUs granted hereunder is unknown, indeterminable unknown and cannot be predicted with certainty; and (dviii) no claim or entitlement to compensation or damages neither the Company, the Employer nor any of their respective Subsidiaries shall arise from forfeiture be liable for any change in value of the Stock Units RSUs, the amount realized upon settlement of the RSUs or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the RSUs, resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration fluctuation of the grant United States Dollar/local currency foreign exchange rate. Without limiting the generality of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services adjust the terms and conditions of any award of RSUs to correct for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided any windfalls or shortfalls in such RSUs which, in the Plan or by Committee's determination, arise from factors beyond the Company Executive's control; provided, however, that the Committee's authority with respect to any Award to a "covered employee, " as defined in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares Section 162(m)(3) of the Company; and (g) neither NCRCode, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency limited to decreasing, and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementnot increasing, such RSU.

Nature of Grant. In accepting the grantoffer to acquire Shares, you acknowledge, understand and agree acknowledge that: (a) the Stock Units Plan is established voluntarily by Sun, it is discretionary in nature and it may be modified, amended, suspended or terminated by Sun at any time, unless otherwise provided in the Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensationPlan and this Agreement; (b) the grant of Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of restricted stock units, or benefits in lieu of such grants even if restricted stock units have been granted repeatedly in the Shares past; (c) all decisions with respect to future Restricted Stock Unit grants, if any, will be at the sole discretion of Common Stock subject to Sun; (d) you are voluntarily participating in the Plan; (e) the grant of Restricted Stock Units is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to Sun or the Employer, and which is outside the income and value scope of sameyour employment contract, if any; (f) the Restricted Stock Units are not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (cg) the future value of the underlying Shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; (dh) in consideration of the grant of Restricted Stock Units, no claim or entitlement to compensation or damages shall will arise from forfeiture the termination of vesting or diminution in value of the Stock Units Shares resulting from termination of your Termination of Employment active employment by Sun or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed contract or the terms of your employment agreement, if any), local labor laws) and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, Sun and the Employer from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in the Plansigning this Agreement, you shall will be deemed irrevocably to have agreed not waived your entitlement to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (ei) for purposes notwithstanding any terms or conditions of the Stock UnitsPlan to the contrary, in the event of involuntary termination of your active employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed contract or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCRlocal labor laws), your right to vest in the Stock Units under the Plancontinued vesting, if any, will terminate effective as of such the date that you are no longer actively employed and will not be extended by any notice period mandated under local law (for examplee.g., your period of service active employment would not include any contractual notice period or any a period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreementpursuant to local law), if any); the Committee shall except as expressly provided herein, and that Sun will have the exclusive discretion to determine when you are no longer actively providing services employed for purposes of administering your Award (including whether you may still be considered to be providing services while on a leave grant of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementUnits.

Nature of Grant. In The following provision supplements Section 10 of the Award Agreement (Nature of Grant): By accepting the grantAward, you acknowledgeconsent to participation in the Plan and acknowledge that you have received a copy of the Plan. You understand that the Company has unilaterally, gratuitously and discretionally decided to grant Units under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. This decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or any of its Subsidiaries other than as expressly set forth in the Plan and the Agreement. Consequently, you understand that the Units are granted on the assumption and condition that the Units and any shares of Common Stock issued upon vesting of the Units are not a part of any employment contract (either with the Company or any Subsidiary) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, you understand and agree that: (a) , unless otherwise expressly provided for by the Stock Company or set forth in the Agreement, the Units and the Shares will be cancelled without entitlement to any shares of Common Stock if your employment is terminated for any reason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares a “despido improcedente”), material modification of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c) the future value of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Company, in its sole discretion, shall determine the date when your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) has terminated for purposes of the Stock Units. In addition, your employment you understand that this grant would not be made to you but for the assumptions and conditions referred to above; thus, you acknowledge and freely accept that should any or service relationship will be considered terminated as all of the date you are no longer actively providing services to NCR assumptions be mistaken or the Employer (regardless should any of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will conditions not be extended by met for any notice period (for examplereason, your period of service would not include then any contractual notice period grant of, or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretionright to, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate Units shall be liable for any foreign exchange rate fluctuation between your local currency null and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.void. NOTIFICATIONS

Nature of Grant. In accepting By participating in the grantPlan, you acknowledge, understand and agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the Shares past; (c) all decisions with respect to future grants of Common Restricted Stock subject Units, if any, will be at the sole discretion of the Company; (d) the Restricted Stock Unit grant and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Subsidiary or Affiliate and shall not interfere with the ability of the Company, the Employer or any Subsidiary or Affiliate, as applicable, to terminate your employment or service relationship (if any); (e) you are voluntarily participating in the Plan; (f) the Restricted Stock Units are not intended to replace any pension rights or compensation; (bg) the Restricted Stock Units and Units, the underlying Shares of Common Stock subject to the Stock Units and the income and value of same, same are not part of normal or expected compensation for purposes of calculating any purposeseverance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (ch) the future value of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (di) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from the termination of your Termination of Employment employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the Restricted Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any such claim against NCRthe Company, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCRthe Company, its Subsidiaries and Affiliates, Affiliates and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (ej) unless otherwise agreed with the Company in writing, the Restricted Stock Units, the underlying Shares and the income and value of same are not granted as consideration for, or in connection with, any service you may provide as a director of a Subsidiary or Affiliate; (k) for purposes of the Restricted Stock Units, your employment or other service relationship will be considered terminated as of the date you are no longer actively providing services to NCR the Company or the Employer one of its Subsidiaries or Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) ), and unless otherwise expressly provided in Sections 3 through 6 of this Agreement or determined by NCRthe Company, your right to vest in the Restricted Stock Units under the Planthis Agreement, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award the Restricted Stock Unit grant (including whether you may still be considered to be providing services while on a an approved leave of absence); and (fl) unless otherwise provided in the Plan or by following provisions apply only if you are providing services outside the Company in its discretionUnited States: (A) the Restricted Stock Units, the Award underlying Shares, and the benefits evidenced by this Agreement do income and value of same are not create part of normal or expected compensation or salary for any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Companypurpose; and (gB) neither NCRthe Company, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar U.S. dollar that may affect the value of the Restricted Stock Units or of any amounts amount due to you pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.

Nature of Grant. In accepting the grant, you acknowledgethe Grantee acknowledges, understand understands and agree agrees that: (a1) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (2) all decisions with respect to future RSU or other grants, if any, will be at the sole discretion of the Company; (3) the Grantee is voluntarily participating in the Plan; (4) the RSU and the Shares shares of Common Stock subject to the Stock Units RSU are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c5) the future value of the underlying Shares shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d6) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units RSUs resulting from your Termination the termination of Employment the Grantee's employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or the terms of your the Grantee's employment agreement, if any), and in consideration of the grant of Stock Units the RSUs to which you are the Grantee is otherwise not entitled, you the Grantee irrevocably agree agrees never to institute any claim against NCRthe Company, any of its Subsidiaries or Affiliates or the Employer, waive your waives the Grantee's ability, if any, to bring any such claim, and release NCRreleases the Company, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e7) for purposes of the Stock UnitsRSUs, your the Grantee's employment or service relationship will be considered terminated as of the date you are the Grantee is no longer actively providing services to NCR the Company or the Employer one of its Subsidiaries (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or providing services or the terms of your the Grantee's employment or service agreement, if any) and unless otherwise expressly provided in this Agreement these Terms and Conditions or determined by NCRthe Company, your the Grantee's right to vest in the Stock Units RSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., your the Grantee's period of service would not include any contractual notice period or any period of “"garden leave” " or similar period mandated under employment laws in the jurisdiction where you are the Grantee is employed or providing services or the terms of your the Grantee's employment or service agreement, if any); the Committee Company shall have the exclusive discretion to determine when you are the Grantee is no longer actively providing services for purposes of your Award the Grantee's RSU grant (including whether you the Grantee may still be considered to be providing services while on a an approved leave of absence); (f) 8) unless otherwise provided in the Plan or by the Company in its discretion, the Award RSUs and the benefits evidenced by this Agreement these Terms and Conditions do not create any entitlement to have the Award RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares shares of the Company; (9) the RSUs and the shares of Common Stock subject to the RSUs, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; and (g10) the Grantee acknowledges and agrees that neither NCRthe Company, the Employer nor any Subsidiary subsidiary or Affiliate affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your the Grantee's local currency and the United States Dollar that may affect the value of the Stock Units RSUs or of any amounts due to you the Grantee pursuant to the settlement of the Stock Units RSUs or the subsequent sale of any Shares shares of Common Stock acquired upon settlement.

Nature of Grant. The following provision supplements Section 10 of the Award Agreement (Nature of Grant): In accepting the grantAward, you acknowledgeconsent to participation in the Plan and acknowledge that you have received a copy of the Plan. You understand that the Company has unilaterally, gratuitously and discretionally decided to grant Units under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. This decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or any of its Subsidiaries other than as expressly set forth in the Plan and the Agreement. Consequently, you understand that the Units are granted on the assumption and condition that the Units and any shares of Common Stock issued upon vesting of the Units are not a part of any employment contract (either with the Company or any Subsidiary) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, you understand and agree that: (a) , unless otherwise expressly provided for by the Stock Company or set forth in the Agreement, the Units and the Shares will be cancelled without entitlement to any shares of Common Stock if your employment is terminated for any reason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares a “despido improcedente”), material modification of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c) the future value of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Company, in its sole discretion, shall determine the date when your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) has terminated for purposes of the Stock Units. In addition, your employment you understand that this grant would not be made to you but for the assumptions and conditions referred to above; thus, you acknowledge and freely accept that should any or service relationship will be considered terminated as all of the date you are no longer actively providing services to NCR assumptions be mistaken or the Employer (regardless should any of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will conditions not be extended by met for any notice period (for examplereason, your period of service would not include then any contractual notice period grant of, or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretionright to, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate Units shall be liable for any foreign exchange rate fluctuation between your local currency null and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.void. NOTIFICATIONS

Nature of Grant. In The following provision supplements the "Nature of Award" section of the Agreement: By accepting the grantaward, you acknowledgethe International Participant consents to participation in the Plan and acknowledges that the International Participant has received a copy of the Plan document. The International Participant understands that the Company has unilaterally, understand gratuitously and agree that: (a) in its sole discretion decided to grant the Stock Units Equity Award under the Plan to individuals who may be employees throughout the world. The decision is limited and entered into based upon the Shares of Common Stock subject to express assumption and condition that any equity award granted will not economically or otherwise bind the Stock Units are Company or any subsidiary or affiliate, including the Employer, on an ongoing basis, other than as expressly set forth in the Agreement. Consequently, the International Participant understands that the Equity Award is given on the assumption and condition that the Equity Award shall not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not become part of normal any employment contract (whether with the Company or expected compensation any subsidiary or affiliate, including the Employer) and shall not be considered a mandatory benefit, salary for any purpose; purpose (cincluding severance compensation) or any other right whatsoever. Furthermore, the International Participant understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from the Equity Award, which is gratuitous and discretionary, since the future value of the underlying Shares shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of unpredictable. The International Participant also understands that the grant of Stock Units to which you are otherwise the Equity Award would not entitledbe made but for the assumptions and conditions set forth hereinabove; thus, you irrevocably agree never to institute the International Participant understands, acknowledges and freely accepts that, should any claim against NCR, or all of the assumptions be mistaken or any of its Subsidiaries or Affiliates or the Employerconditions not be met for any reason, waive your ability, if any, the Equity Award and any rights to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court underlying shares of competent jurisdiction, then, by participating in the Plan, you Common Stock shall be deemed irrevocably to have agreed not to pursue such claim null and agree to execute any void. Further, the International Participant understands and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Unitsagrees that, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement for by the Company or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided set forth in the Plan or by the Company in its discretionAgreement, the any unvested Equity Award and the benefits evidenced by this Agreement do not create any will be cancelled without entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares shares of Common Stock acquired upon settlement.underlying the Equity Award if the International Participant’s employment is terminated for any reason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to a "despido improcedente"), material modification of the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, or under Article 10.3 of Royal Decree 1382/1985. The International Participant also understands that the grant of the Equity Award would not be made but for the assumptions and conditions set forth hereinabove; thus, the International Participant understands, acknowledges and freely accepts that, should any or all of the assumptions be mistaken or any of the conditions not be met for any reason, the grant of the Equity Award shall be null and void. ____________

Nature of Grant. In accepting the grantSARs, you acknowledgethe Grantee acknowledges, understand understands and agree agrees that: (a1) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Shares Company at any time, to the extent permitted by the Plan; (2) all decisions with respect to future SARs or other grants, if any, will be at the sole discretion of the Company; (3) the Grantee is voluntarily participating in the Plan; (4) the SARs and any shares of Common Stock subject to acquired under the Stock Units Plan are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c5) the future value of the underlying Shares shares of Common Stock underlying the SARs is unknown, indeterminable and cannot be predicted with certainty; (d6) if the underlying shares of Common Stock do not increase in value, the SARs will have no value; (7) if the Grantee exercises the SARs and acquires shares of Common Stock, the value of such shares of Common Stock may increase or decrease in value, even below the Base Price; (8) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units SARs resulting from your Termination the termination of Employment the Grantee’s employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or providing services or the terms of your the Grantee’s employment or service agreement, if any), and in consideration of the grant of Stock Units the SARs to which you are the Grantee is otherwise not entitled, you the Grantee irrevocably agree agrees never to institute any claim against NCRthe Company, any of its Subsidiaries subsidiaries or Affiliates affiliates or the Employer, waive your waives his or her ability, if any, to bring any such claim, and release NCRreleases the Company, its Subsidiaries subsidiaries and Affiliates, affiliates and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agree agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e9) for purposes of the Stock UnitsSARs, your the Grantee’s employment or service relationship will be considered terminated as of the date you are the Grantee is no longer actively providing services to NCR the Company or the Employer one of its subsidiaries and affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or providing services or the terms of your the Grantee’s employment or service agreement, if any) ), and unless otherwise expressly provided in this the Agreement or determined by NCRthe Company, your (i) the Grantee’s right to vest in the Stock Units SARs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., your the Grantee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are the Grantee is employed or providing services or the terms of your the Grantee’s employment or service agreement, if any); and (ii) the Committee period (if any) during which the Grantee may exercise the SARs after such termination of the Grantee's employment or service relationship will commence on the date the Grantee ceases to actively provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where the Grantee is employed or providing services or terms of the Grantee’s employment or service agreement, if any; and (iii) the Company shall have the exclusive discretion to determine when you are the Grantee is no longer actively providing services for purposes of your Award his or her SARs grant (including whether you the Grantee may still be considered to be providing services while on a leave of absence); (f10) unless otherwise provided in the Plan or by the Company in its discretion, the Award SARs and the benefits evidenced by this the Agreement do not create any entitlement to have the Award SARs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares shares of the Company; (11) the SARs and any shares of Common Stock acquired under the Plan and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension, or retirement or welfare benefits or similar payments; and (g12) the Grantee acknowledges and agrees that neither NCRthe Company, the Employer nor any Subsidiary or Affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your the Grantee’s local currency and the United States Dollar that may affect the value of the Stock Units SARs or of any amounts due to you the Grantee pursuant to the settlement exercise of the Stock Units SARs or the subsequent sale of any Shares shares of Common Stock acquired upon settlementexercise of the SARs.

Nature of Grant. In The following provision supplements Paragraph 9 of the Agreement: By accepting the grantgrant of Performance Stock Units, you acknowledgethe Grantee consents to participation in the Plan and acknowledges that he or she has received a copy of the Plan. The Grantee understands that the Company has unilaterally, understand gratuitously, and agree that: (a) discretionarily decided to offer the Plan to individuals who may be employees of the Company or of its subsidiaries throughout the world. The decision is a temporary decision that is entered into upon the express assumption and condition that any grant of Performance Stock Units will not economically or otherwise bind the Company or any of its subsidiaries presently or in the future, other than as expressly set forth in the Agreement, including this Addendum. Consequently, the Grantee understands that the Plan is offered on the assumption and condition that the Shares Plan and any shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are issued upon vesting is not part of normal any employment or expected compensation service contract (either with the Company or any of its subsidiaries) and shall not be considered a mandatory benefit, salary for any purpose; purpose (c) including severance compensation), or any other right whatsoever. Further, the Grantee understands and agrees that the Company does not guarantee that any benefit whatsoever shall arise from the Performance Stock Units, which is gratuitous and discretionary, since the future value of the underlying Shares shares of Common Stock is unknownunknown and unpredictable. Finally, indeterminable and canthe Grantee understands that the Company would not be predicted with certaintymaking this grant of Performance Stock Units but for the assumptions and conditions referred to above; (d) no claim thus, the Grantee expressly acknowledges and freely accepts that should any or entitlement to compensation or damages shall arise from forfeiture all of the Stock Units resulting from your Termination assumptions be mistaken or should any of Employment (the conditions not be met for any reason whatsoeverreason, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of then the grant of Performance Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, shall be null and release NCR, its Subsidiaries and Affiliates, void and the Employer from Plan shall not have any such claim; ifeffect whatsoever. The Grantee understands and agrees that, notwithstanding the foregoing, any such claim is allowed by as a court condition of competent jurisdiction, then, by participating his or her participation in the Plan, you the termination of the Grantee’s employment for any reason will automatically result in the cancellation of any Performance Stock Units granted to the Grantee under the Plan. In particular, the Grantee understands and agrees that, unless otherwise expressly provided for by the Company, the Grantee will not be permitted to continue to vest in the Performance Stock Units if the Grantee terminates employment for any reason of, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Grantee’s employer, and under Article 10.3 of Royal Decree 1382/1985. The Company, in its sole discretion, shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) determine the date when the Grantee’s status as an employee has terminated for purposes of the right of Performance Stock Units, your employment or service relationship will be considered terminated as of Units granted under the date you Plan to vest. Sweden There are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you country-specific provisions. Switzerland There are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the country-specific provisions. Taiwan There are no country-specific provisions. United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.Kingdom

Nature of Grant. In accepting the grantgrant of Performance RSUs, you acknowledge, understand and agree acknowledge that: (a) • the Stock Units Plan is established voluntarily by BWXT, is discretionary in nature and may be modified, amended, suspended or terminated by BWXT at any time; • the grant of the Performance RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of Performance RSUs, or benefits in lieu of Performance RSUs, even if Performance RSUs have been granted repeatedly in the past; • all decisions with respect to future Performance RSUs grants, if any, will be at the sole discretion of BWXT; • you are voluntarily participating in the Plan; • the Performance RSUs and the Shares of Common Stock subject to the Stock Units Performance RSUs are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to BWXT or the Employer, and which is outside the scope of your employment contract, if any; • the Performance RSUs and the Shares subject to the Performance RSUs are not intended to replace any pension rights or compensation; (b) • the Stock Units Performance RSUs and the Shares of Common Stock subject to the Stock Units and the income and value of same, Performance RSUs are not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for BWXT, the Employer, or any Subsidiary; (c) • the Performance RSUs and your participation in the Plan will not be interpreted to form an employment contract or relationship with BWXT or any Subsidiary; • the future value of the underlying Shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; (d) • in consideration of the grant of the Performance RSUs, and except to the minimum extent prohibited by the provincial minimum standards legislation as may be applicable to you, no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units Performance RSUs resulting from termination of your Termination of Employment service with BWXT or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), ) and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, BWXT and the Employer from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdiction, then, by participating in the Planjurisdiction to have arisen, you shall be deemed irrevocably to have agreed not waive any entitlement to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) • for purposes of the Stock UnitsAgreement, the date of occurrence of your termination of employment by BWXT or a Subsidiary is the later of: (a) the date that you actually cease to perform services for BWXT or a Subsidiary, as recorded by BWXT or its Subsidiary, as applicable; and (b) the last day of the period during which you are entitled to notice of termination under applicable minimum employment standards legislation (the “Termination Date”). For greater certainty, the Termination Date shall be determined without reference to any statutory severance or any contractual or common law notice of termination of which you are in receipt or may be eligible to receive at common law, pursuant to a contract, or otherwise; and no grants or damages in lieu thereof are payable with respect to any applicable statutory severance period or contractual or common law notice period. Notwithstanding the foregoing, in no event will you receive less under the Agreement than that required by applicable minimum employment standards legislation. BWXT and its Subsidiaries reserve the right to terminate the employment of any person, regardless of the effect of such termination of employment on entitlements under the Agreement. You hereby waive, and irrevocably release BWXT and its Subsidiaries from, any claim or entitlement to compensation or damages that may arise from any forfeiture of the Performance RSUs as a result of the cessation of vesting on the Termination Date; notwithstanding the foregoing, if your service relationship terminates due to certain termination events as described in this Agreement, the Performance RSUs will be considered terminated fully vested as of the date you are no longer actively providing services to NCR or of death; and • the Employer (regardless of Performance RSUs and the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units benefits under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws automatically transfer to another company in the jurisdiction where you are employed case of a merger, take-over or the terms transfer of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementliability.

Nature of Grant. The following provision supplements Section 9 of the Stock Unit Agreement: In accepting the grantStock Units, you acknowledgeParticipant acknowledges that he or she consents to participation in the Plan and has received a copy of the Plan. Participant understands that the Company has unilaterally, understand gratuitously, and agree that: (a) the discretionally decided to grant Stock Units under the Plan to individuals who may be Employees, Consultants or Outside Directors throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Shares of Common Stock subject to Company or any Parent or Subsidiary on an ongoing basis. Consequently, Participant understands that the Stock Units are not intended to replace any pension rights or compensation; (b) granted on the assumption and condition that the Stock Units and or the Shares of Common Stock subject to the Stock Units and the income and value of same, are acquired upon vesting shall not become a part of normal any employment or expected compensation service contract (either with the Company or any Parent or Subsidiary) and shall not be considered a mandatory benefit, salary for any purposepurposes (including severance compensation), or any other right whatsoever. In addition, Participant understands that this grant would not be made to Participant but for the assumptions and conditions referred to above; (c) the future value thus, Participant acknowledges and freely accepts that should any or all of the underlying Shares assumptions be mistaken or should any of Common Stock is unknown, indeterminable and canthe conditions not be predicted with certainty; (d) no claim or entitlement to compensation or damages met for any reason, then any grant of Units shall arise from forfeiture be null and void. Further, the vesting of the Stock Units resulting from your Termination is expressly conditioned on Participant’s continued and active rendering of Employment (service, such that if Participant’s Continuous Service terminates for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under cease vesting immediately effective on the Plandate of Participant’s termination of Continuous Service. This will be the case, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, even if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be 1) Participant is considered to be providing services while on unfairly dismissed without good cause (i.e., subject to a leave of absence“despido improcedente”); (f2) unless otherwise provided in the Plan Participant is dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) Participant terminates Continuous Service due to a change of work location, duties or any other employment or contractual condition; (4) Participant terminates Continuous Service due to a unilateral breach of contract by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, Parent or assumed by, another company nor to be exchanged, cashed out Subsidiary; or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g5) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable Participant’s Continuous Service terminates for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementother reason whatsoever.

Nature of Grant. In accepting the grantgrant of RSUs, you acknowledge, understand and agree acknowledge that: (a) • the Stock Units Plan is established voluntarily by BWXT, is discretionary in nature and may be modified, amended, suspended or terminated by BWXT at any time; • the grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted repeatedly in the past; • all decisions with respect to future RSUs grants, if any, will be at the sole discretion of BWXT; • you are voluntarily participating in the Plan; • the RSUs and the Shares of Common Stock subject to the Stock Units RSUs are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to BWXT or the Employer, and which is outside the scope of your employment contract, if any; • the RSUs and the Shares subject to the RSUs are not intended to replace any pension rights or compensation; (b) • the Stock Units RSUs and the Shares of Common Stock subject to the Stock Units and the income and value of same, RSUs are not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for BWXT, the Employer, or any Subsidiary; (c) • the RSUs and your participation in the Plan will not be interpreted to form an employment contract or relationship with BWXT or any Subsidiary; • the future value of the underlying Shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; (d) • in consideration of the grant of the RSUs, and except to the minimum extent prohibited by the provincial minimum standards legislation as may be applicable to you, no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units RSUs resulting from termination of your Termination of Employment service with BWXT or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), ) and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, BWXT and the Employer from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdiction, then, by participating in the Planjurisdiction to have arisen, you shall be deemed irrevocably to have agreed not waive any entitlement to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) • for purposes of the Stock UnitsAgreement, the date of occurrence of your termination of employment by BWXT or service relationship will be considered terminated a Subsidiary is the later of: (a) the date that you actually cease to perform services for BWXT or a Subsidiary, as recorded by BWXT or its Subsidiary, as applicable; and (b) the last day of the date period during which you are entitled to notice of termination under applicable minimum employment standards legislation (the “Termination Date”). For greater certainty, the Termination Date shall be determined without reference to any statutory severance or any contractual or common law notice of termination of which you are in receipt or may be eligible to receive at common law, pursuant to a contract, or otherwise; and no longer actively providing services grants or damages in lieu thereof are payable with respect to NCR any applicable statutory severance period or contractual or common law notice period. Notwithstanding the Employer (foregoing, in no event will you receive less under the Agreement than that required by applicable minimum employment standards legislation. BWXT and its Subsidiaries reserve the right to terminate the employment of any person, regardless of the reason for effect of such termination and whether or not later found to be invalid or in breach of employment laws in on entitlements under the jurisdiction where you are employed Agreement. You hereby waive, and irrevocably release BWXT and its Subsidiaries from, any claim or entitlement to compensation or damages that may arise from any forfeiture of the terms RSUs as a result of your employment agreementthe cessation of vesting on the Termination Date; notwithstanding the foregoing, if any) and unless otherwise expressly provided your service terminates due to certain termination events as described in this Agreement or determined by NCRAgreement, your right to vest in the Stock Units RSUs will be fully vested; and • the RSUs and the benefits under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws automatically transfer to another company in the jurisdiction where you are employed case of a merger, take-over or the terms transfer of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementliability.

Nature of Grant. In accepting the grant, you acknowledge, understand and agree that: (a) the Stock Units and the Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c) the future value of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCRNCR Voyix, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCRNCR Voyix, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR Voyix or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCRNCR Voyix, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCRNCR Voyix, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.

Nature of Grant. In accepting the grantgrant hereunder, you acknowledge, understand the Participant acknowledges and agree agrees that: (ai) the Stock Units 2022 Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (ii) the Participant has read the 2022 Plan and any RSUs granted under it shall be subject to all of the terms and conditions of the 2022 Plan, including but not limited to the power of the Committee to interpret and determine the terms and provisions of the 2022 Plan and this Award Agreement and to make all determinations necessary or advisable for the administration of the 2022 Plan, all of which interpretations and determinations shall be final and binding; (iii) the RSU does not create any contractual or other right to receive future grants of RSUs, benefits in lieu of RSUs, or any other Plan benefits in the future; (iv) nothing contained in this Award Agreement is intended to create or enlarge any other contractual obligations between the Company or the Employer and the Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensationParticipant; (bv) any grant under the Stock Units and the Shares 2022 Plan, including any grant of Common Stock subject to the Stock Units and the income and value of sameRSUs, are is not part of normal or expected compensation for purposes of calculating any purposeseverance, resignation, redundancy, end of service payments, bonuses, long service option, pension, or retirement benefits or similar payments; (cvi) the Participant is voluntarily participating in the 2022 Plan; (vii) the future value of the Shares underlying Shares of Common Stock the RSUs granted hereunder is unknown, indeterminable unknown and cannot be predicted with certainty; (dviii) no claim or entitlement to compensation or damages neither the Company, the Employer nor any of their respective Subsidiaries shall arise from forfeiture be liable for any change in value of the Stock Units RSUs, the amount realized upon settlement of the RSUs or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the RSUs, resulting from your Termination any fluctuation of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any)United States Dollar/local currency foreign exchange rate, and in consideration of (ix) the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, RSUs and the underlying Shares are not granted to the Participant for prior services rendered to the Company, the Employer from or any such claim; if, notwithstanding Subsidiaries. Without limiting the generality of the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services adjust the terms and conditions of any award of RSUs to correct for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided any windfalls or shortfalls in such RSUs which, in the Plan or by Committee's determination, arise from factors beyond the Company Participant's control; provided, however, that the Committee's authority with respect to any Award to a "covered employee, " as defined in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares Section 162(m)(3) of the Company; and (g) neither NCRCode, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency limited to decreasing, and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementnot increasing, such RSU.

Nature of Grant. In By accepting the grantOption, you acknowledge, understand and agree that: (a) your Option and Shares acquired under the Stock Units and the Shares of Common Stock subject to the Stock Units Plan are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c) the future value of the Shares underlying Shares of Common Stock the Option is unknown, indeterminable indeterminable, and cannot be predicted with certainty; (c) if the underlying Shares do not increase in value, the Option will have no value; (d) if you exercise the Option and acquire Option Shares, the value of such Option Shares may increase or decrease in value, even below the Exercise Price; (e) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units Option resulting from your Termination of Employment (for any reason whatsoever, whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units the Option to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and AffiliatesSubsidiaries, Affiliates and the Employer from any such claim; if, if notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (ef) for purposes of the Stock UnitsOption, your employment or service relationship will be considered terminated as of on the date you are no longer actively providing provide services to any NCR or the Employer any Subsidiary (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your any employment agreement), if any) and unless otherwise expressly provided in this Agreement or determined by NCR, (i) your right to vest in the Stock Units under the Plan, Option (if any, ) will terminate as of on such date and will not be extended by any notice period (for examplee.g., your period of service would will not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in such jurisdiction or any employment agreement); and (ii) any exercise period for the Option after such Termination of Employment will begin on the date you cease providing such services and will not be extended by any notice period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award Option (including whether you may still be considered to be providing services while on a leave of absence); (fg) unless otherwise provided in the Plan or by the Company in its discretion, the Award Option and the benefits evidenced by this Agreement do not create any entitlement to have the Award Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (gh) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units Option or of any amounts due to you pursuant to the settlement exercise of the Stock Units Option or the subsequent sale of any Option Shares of Common Stock acquired upon settlementexercise.

Nature of Grant. In This provision supplements Section 8 of the Agreement: By accepting the grantRSUs, you acknowledgeParticipant consents to participating in the Plan and acknowledges that he or she has received a copy of the Plan. Participant understands that Workday has unilaterally, understand gratuitously and agree that: (a) discretionally decided to grant RSUs to acquire Shares under the Stock Units Plan to individuals who may be Employees, Consultants, Directors or Non-Employee Directors of Workday or any Parent or Subsidiary throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind Workday or any Parent or Subsidiary. Consequently, Participant understands that the RSUs are granted on the assumption and condition that the RSUs and any Shares acquired at vesting of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, RSUs are not part of normal any employment or expected compensation service agreement (either with Workday or any Parent or Subsidiary) and shall not be considered a mandatory benefit, salary for any purposepurpose (including severance compensation) or any other right whatsoever. In addition, Participant understands that the RSUs would not be granted to Participant but for the assumptions and conditions referred to herein; (c) the future value thus, Participant acknowledges and freely accepts that should any or all of the underlying Shares assumptions be mistaken or should any of Common Stock is unknown, indeterminable and canthe conditions not be predicted with certainty; (d) no claim met for any reason, then any grant of or entitlement right to compensation RSUs shall be null and void. Further, Participant acknowledges, understands and agrees that Participant will not be entitled to continue vesting in any RSUs once Participant’s employment or damages shall arise from forfeiture service Terminates. This will be the case, for example, even in the event of the Stock Units resulting from your a Termination of Employment a Participant by reason of, including, but not limited to: resignation, retirement, disciplinary dismissal ajudged to be with cause or adjudged/recognized to be without good cause (for any reason whatsoeveri.e., subject to a “despido improcedente”), individual or collective dismissal on objective grounds, whether or not later found adjudged and/or recognized to be invalid with or in breach without cause, material modification of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration or service under Article 41 of the grant Workers’ Statute, relocation under Article 40 of Stock Units to which you are otherwise not entitledthe Workers’ Statue, you irrevocably agree never to institute any claim against NCRArticle 50 of the Workers’ Statue, any of its Subsidiaries or Affiliates or unilateral withdrawal by the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court under Article 10.3 of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.Royal Decree 1382/1985. Notifications

Nature of Grant. In accepting By participating in the grantPlan, you acknowledge, understand and agree that: (a) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Shares of Common Stock subject Company at any time, to the Stock Units extent permitted by the Plan; (b) the grant of the Options is voluntary and occasional and does not create any contractual or other right to receive future grants, or benefits in lieu of Options, even if Options have been granted in the past; (c) all decisions with respect to future grants of Options, if any, will be at the sole discretion of the Company; (d) the Option grant and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Subsidiary or Affiliate and shall not interfere with the ability of the Company, the Employer or any Subsidiary or Affiliate, as applicable, to terminate your employment or service relationship (if any); (e) you are voluntarily participating in the Plan; (f) the Options are not intended to replace any pension rights or compensation; (bg) the Stock Units Options and any Shares acquired under the Shares of Common Stock subject to the Stock Units Plan and the income and value of same, same are not part of normal or expected compensation for purposes of calculating any purposeseverance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (ch) the future value of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (di) if the underlying Shares do not increase in value, the Option will have no value; (j) if you exercise the Option and acquire Shares, the value of such Shares may increase or decrease in value, even below the exercise price; (k) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units Options resulting from the termination of your Termination of Employment employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units the Options to which you are otherwise not entitled, you irrevocably agree never to institute any such claim against NCRthe Company, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCRthe Company, its Subsidiaries and Affiliates, Affiliates and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (el) unless otherwise agreed with the Company in writing, the Options, the underlying Shares and the income and value of same are not granted as consideration for, or in connection with, any service you may provide as a director of a Subsidiary or Affiliate (m) for purposes of the Stock UnitsOptions, your employment or other service relationship will be considered terminated as of the date you are no longer actively providing services to NCR the Company or the Employer one of its Subsidiaries or Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) ), and unless otherwise expressly provided in Sections 2 through 6 of this Agreement or determined by NCR, the Company: (i) your right to vest in the Stock Units Options under the Planthis Agreement, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); and (ii) the period (if any) during which you may exercise the Option will commence as of such date and will not be extended by any notice period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any; the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award the Option grant (including whether you may still be considered to be providing services while on a an approved leave of absence); and (fn) unless otherwise provided in the Plan or by following provisions apply only if you are providing services outside the Company in its discretionUnited States: (A) the Options, the Award underlying Shares, and the benefits evidenced by this Agreement do income and value of same are not create part of normal or expected compensation or salary for any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Companypurpose; and (gB) neither NCRthe Company, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar U.S. dollar that may affect the value of the Stock Units Options or of any amounts amount due to you pursuant to the settlement exercise of the Stock Units Options or the subsequent sale of any Shares of Common Stock acquired upon settlementexercise.

Nature of Grant. In accepting the grant, you acknowledgethe Grantee acknowledges, understand understands and agree agrees that: (a1) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (2) all decisions with respect to future PSU or other grants, if any, will be at the sole discretion of the Company; (3) the Grantee is voluntarily participating in the Plan; (4) the PSU and the Shares shares of Common Stock subject to the Stock Units PSU are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c5) the future value of the underlying Shares shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d6) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units PSUs resulting from your Termination the termination of Employment the Grantee's employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or the terms of your the Grantee's employment agreement, if any), and in consideration of the grant of Stock Units the PSUs to which you are the Grantee is otherwise not entitled, you the Grantee irrevocably agree agrees never to institute any claim against NCRthe Company, any of its Subsidiaries or Affiliates or the Employer, waive your waives the Grantee's ability, if any, to bring any such claim, and release NCRreleases the Company, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e7) for purposes of the Stock UnitsPSUs, your the Grantee's employment or service relationship will be considered terminated as of the date you are the Grantee is no longer actively providing services to NCR the Company or the Employer one of its Subsidiaries (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or providing services or the terms of your the Grantee's employment or service agreement, if any) and unless otherwise expressly provided in this Agreement these Terms and Conditions or determined by NCRthe Company, your the Grantee's right to vest in the Stock Units PSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., your the Grantee's period of service would not include any contractual notice period or any period of “"garden leave” " or similar period mandated under employment laws in the jurisdiction where you are the Grantee is employed or providing services or the terms of your the Grantee's employment or service agreement, if any); the Committee Company shall have the exclusive discretion to determine when you are the Grantee is no longer actively providing services for purposes of your Award the Grantee's PSU grant (including whether you the Grantee may still be considered to be providing services while on a an approved leave of absence); (f) 8) unless otherwise provided in the Plan or by the Company in its discretion, the Award PSUs and the benefits evidenced by this Agreement these Terms and Conditions do not create any entitlement to have the Award PSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares shares of the Company; (9) the PSUs and the shares of Common Stock subject to the PSUs, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; and (g10) the Grantee acknowledges and agrees that neither NCRthe Company, the Employer nor any Subsidiary subsidiary or Affiliate affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your the Grantee's local currency and the United States Dollar that may affect the value of the Stock Units PSUs or of any amounts due to you the Grantee pursuant to the settlement of the Stock Units PSUs or the subsequent sale of any Shares shares of Common Stock acquired upon settlement.

Nature of Grant. In accepting the grantSAR, you acknowledge, understand and agree the Employee acknowledges that: (a) the Stock Units grant of the SAR is voluntary and occasional and does not create any contractual or other right to receive future grants of SARs, or benefits in lieu of SARs even if SARs have been granted repeatedly in the Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensationpast; (b) all decisions with respect to future awards of SARs, if any, will be at the Stock Units and sole discretion of the Shares of Common Stock subject Company; (c) the Employee’s participation in the Plan is voluntary; (d) SARs are extraordinary items that do not constitute regular compensation for services rendered to the Stock Units Company (or the employing Parent or Subsidiary), and that are outside the income and value scope of samethe Employee’s employment contract, if any; (e) SARs are not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculating any severance, resignation, redundancy or end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company (or the employing Parent or Subsidiary); (cf) the future value of the underlying Shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; (dg) in consideration of the award of SARs, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Stock Units SARs or any diminution in value of the SAR or Shares received when the SARs are exercised resulting from your Termination termination of Employment employment by the Company (or the employing Parent or Subsidiary) (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if anylocal labor laws), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you Employee irrevocably agree never to institute any claim against NCR, any of its Subsidiaries releases the Company and/or the employing Parent or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer Subsidiary from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in signing this Agreement, the Plan, you Employee shall be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (eh) for purposes in the event of involuntary termination of the Stock Units, your Employee’s employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in local labor laws), the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your Employee’s right to vest in the Stock Units SARs under the Plan, if any, will terminate effective as of such the date that the Employee is no longer actively employed and will not be extended by any notice period mandated under local law (for examplee.g., your period of service active employment would not include any contractual notice period or any a period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if anypursuant to local law); the Committee Administrator shall have the exclusive discretion to determine when you are the Employee is no longer actively providing services employed for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence)the SAR; (fi) unless otherwise provided the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Employee’s participation in the Plan, or the Employee’s acquisition or sale of the underlying Shares; and (j) the Employee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding the Employee’s participation in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create before taking any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant action related to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementPlan.

Nature of Grant. In accepting the grantgrant of RSUs, you acknowledge, understand and agree acknowledge that: (a) · the Stock Units Plan is established voluntarily by BWXT, is discretionary in nature and may be modified, amended, suspended or terminated by BWXT at any time; · the grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted repeatedly in the past; · all decisions with respect to future RSUs grants, if any, will be at the sole discretion of BWXT; · you are voluntarily participating in the Plan; · the RSUs and the Shares of Common Stock subject to the Stock Units RSUs are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to BWXT or the Employer, and which is outside the scope of your employment contract, if any; · the RSUs and the Shares subject to the RSUs are not intended to replace any pension rights or compensation; (b) · the Stock Units RSUs and the Shares of Common Stock subject to the Stock Units and the income and value of same, RSUs are not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for BWXT, the Employer, or any Subsidiary; (c) · the RSUs and your participation in the Plan will not be interpreted to form an employment contract or relationship with BWXT or any Subsidiary; · the future value of the underlying Shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; (d) · in consideration of the grant of the RSUs, no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units RSUs resulting from termination of your Termination of Employment service with BWXT or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), local labor laws) and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, BWXT and the Employer from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdiction, then, by participating in the Planjurisdiction to have arisen, you shall be deemed irrevocably to have agreed not waive any entitlement to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; · in the event of termination of your service with BWXT (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCRlocal labor laws), your right to vest in the Stock Units RSUs under the Plan, if any, will terminate effective as of such the date that you are no longer actively providing services and will not be extended by any notice period mandated under local law (for examplee.g., your period of active service would not include any contractual notice period or any a period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if anypursuant to local law); you hereby waive and release any claims you may have against BWXT, its subsidiaries, affiliates, employees, officers and directors for the termination of any such right to vest during such notice period; the Board/Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of the RSUs; notwithstanding the foregoing, if your Award (including whether you may still be considered service terminates due to be providing services while on a leave of absence); (f) unless otherwise provided certain termination events as described in the Plan or by the Company in its discretionthis Agreement, the Award RSUs will be fully vested; and · the RSUs and the benefits evidenced by this Agreement do under the Plan, if any, will not create any entitlement automatically transfer to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchangedin the case of a merger, cashed out take-over or substituted for, in connection with any corporate transaction affecting the Shares transfer of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementliability.

Nature of Grant. In accepting the grantRestricted Stock Units, you acknowledge, understand and agree Grantee acknowledges that: (ai) the grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units even if Restricted Stock Units have been granted repeatedly in the Shares past; (ii) all decisions with respect to future awards of Common Restricted Stock subject to Units, if any, will be at the sole discretion of the Company; (iii) Grantee’s participation in the Plan is voluntary; (iv) Restricted Stock Units are extraordinary items that do not intended constitute regular compensation for services rendered to replace the Company or any pension rights Subsidiary, and that are outside the scope of Grantee’s employment or compensationservice contract, if any; (bv) the Restricted Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculating any severance, resignation, redundancy or end of service payments, bonuses, long service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary; (cvi) the future value of the underlying Shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; (dvii) in consideration of the award of Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Restricted Stock Units or any diminution in value of the Restricted Stock Units or Shares received when the Restricted Stock Units vest resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach termination of employment laws in or service by the jurisdiction where you are employed Company or the terms of your employment agreement, if any)any Subsidiary, and in consideration of Grantee irrevocably releases the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or Company and/or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer Subsidiary from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in the Plansigning this Agreement, you Grantee shall be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (eviii) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or is established voluntarily by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.

Nature of Grant. In accepting the grantaward and the Restricted Stock Units, you acknowledge, understand understand, and agree that: (a1) the Plan is established voluntarily by the Company, it is discretionary in nature, and it may be modified, amended, suspended, or terminated by the Company at any time; (2) the grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past; (3) all decisions with respect to future Restricted Stock Unit grants, if any, will be at the sole discretion of the Company; (4) your participation in the Plan is voluntary; (5) the Restricted Stock Units and the Shares shares of Common Stock subject to the Restricted Stock Units Units, and the income from and value of such Restricted Stock Units, are not intended to replace any pension rights or compensationrights; (b6) the Restricted Stock Units and the Shares shares of Common Stock subject to the Restricted Stock Units Units, and the income from and value of samesuch Restricted Stock Units, are not part of normal or expected compensation for purposes of calculating any purposeseverance, resignation, termination, redundancy, dismissal, end of Service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits, or similar payments; (c7) the Restricted Stock Unit grant and your participation in the Plan will not be interpreted to form or amend a Service contract or relationship with the Company, the Employer, or any Affiliate; (8) the future value of the underlying Shares shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; (d9) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from termination of your Termination of Employment Service relationship with the Company or the Employer (for any reason whatsoever, whatsoever and whether or not in breach of contract or local employment laws in the country where you reside, even if otherwise applicable to your employment benefits from the Employer, and/or later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if anyinvalid), and in consideration of the grant of the Restricted Stock Units to which you are otherwise not entitledUnits, you irrevocably agree never to institute any claim against NCRthe Company, any of its Subsidiaries or Affiliates or the Employer, or any Affiliate, waive your ability, if any, to bring any such claim, and release NCRthe Company, its Subsidiaries and Affiliatesthe Employer, and the Employer any Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Planaccepting this award of Restricted Stock Units, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claimclaims; (e10) for purposes in the event of the Stock Units, termination of your employment or service Service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not in breach of contract or local employment laws in the country where you reside, even if otherwise applicable to your employment benefits from the Employer, and/or later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCRinvalid), your right to vest in the Restricted Stock Units under the Plan, if any, will terminate effective as of such the date that you are no longer actively providing Services to the Company, the Employer, or any Affiliate as a Service Provider and will not be extended by any notice period mandated under local law (for examplee.g., your period of service active Service as a Service Provider would not include any contractual notice period or any a period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if anyperiod); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services Services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence)Restricted Stock Units grant; (f11) unless the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement, not otherwise specifically provided for in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award Restricted Stock Units or any such benefits transferred to, or assumed by, another company company, nor to be exchanged, cashed out out, or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and Stock (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.including a Corporate Transaction);

Nature of Grant. In accepting the grantPerformance Units, you acknowledge, understand and agree that: (a) the Stock Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Performance Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Units, or benefits in lieu of Performance Units, even if Performance Units have been granted in the past; (c) all decisions with respect to future Performance Units or other grants, if any, will be at the sole discretion of the Company; (d) the grant of Performance Units and your participation in the Shares Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, your Employer, or any Subsidiary and shall not interfere with the ability of Common Stock subject the Employer to terminate your employment or service relationship (if any); (e) you are voluntarily participating in the Stock Units Plan; (f) the Performance Units, and the income and value of same, are not intended to replace any pension rights or compensation; (bg) the Stock Units and the Shares of Common Stock subject to the Stock Units Performance Units, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any purposeseverance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday-pay, bonuses, long-service awards, leave-related payments, pension or retirement benefits or similar mandatory payments; (ch) the future value of the underlying Shares of Common Stock Performance Units is unknown, indeterminable and cannot be predicted with certainty; (di) no claim or entitlement to compensation or damages shall arise from the forfeiture of the Stock Performance Units resulting from you ceasing to provide employment or other services to the Company or your Termination Employer (for any reason whatsoever whether or not later found to be invalid or in breach of Employment employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); (j) in the event of involuntary termination of your active employment or other services (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCRthe Company, your right to vest in the Stock Performance Units under the Plan, if any, will terminate effective as of such the date that you are no longer actively providing services and will not be extended by any notice period (for examplee.g., your period of service active services would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); , except as expressly provided herein, and that the Committee Company shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award the Performance Units (including whether you may still be considered to be providing services while on a an approved leave of absence); (fk) unless otherwise provided in the Plan or by the Company in its discretion, the Award Performance Units and the benefits evidenced by this Agreement do not create any entitlement to have the Award Performance Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares shares of the Company; (l) unless otherwise agreed with the Company, the Performance Units, and the income and value of same, are not granted as consideration for, or in connection with, services you may provide as a director of a Subsidiary; (m) if you are requested to make repayment under Paragraph 4, you will make repayment immediately; and (gn) the following provisions apply only if you are providing services outside the United States: (i) the Performance Units, and the income and value of same, are not part of normal or expected compensation or salary for any purpose; and (ii) neither NCRthe Company, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Performance Units or the subsequent sale payout of any Shares of Common Stock acquired upon settlementthe Performance Units.

Nature of Grant. In accepting the grantaward and the Restricted Stock Units, you acknowledge, understand and agree that: (a1) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (2) the grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past; (3) all decisions with respect to future Restricted Stock Unit grants, if any, will be at the sole discretion of the Company; (4) your participation in the Plan is voluntary; (5) the Restricted Stock Units and the Shares shares of Common Stock subject to the Restricted Stock Units Units, and the income from and value of such Restricted Stock Units, are not intended to replace any pension rights or compensationrights; (b6) the Restricted Stock Units and the Shares shares of Common Stock subject to the Restricted Stock Units Units, and the income from and value of samesuch Restricted Stock Units, are not part of normal or expected compensation for purposes of calculating any purposeseverance, resignation, termination, redundancy, dismissal, end of Service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments; (c7) the Restricted Stock Unit grant and your participation in the Plan will not be interpreted to form or amend a Service contract or relationship with the Company, the Employer or any Affiliate; (8) the future value of the underlying Shares shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; (d9) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from termination of your Termination of Employment Service relationship with the Company or the Employer (for any reason whatsoever, whatsoever and whether or not in breach of contract or local employment laws in the country where you reside, even if otherwise applicable to your employment benefits from the Employer, and/or later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if anyinvalid), and in consideration of the grant of the Restricted Stock Units to which you are otherwise not entitledUnits, you irrevocably agree never to institute any claim against NCRthe Company, the Employer or any of its Subsidiaries or Affiliates or the EmployerAffiliate, waive your ability, if any, to bring any such claim, and release NCRthe Company, its Subsidiaries and Affiliates, and the Employer and any Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Planaccepting this award of Restricted Stock Units, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.claims;

Nature of Grant. The following section is added to Section 5 of the Agreement: In accepting the grant, you acknowledgethe Employee acknowledges, understand understands and agree agrees that: (a1) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Shares of Common Stock subject Company at any time, to the Stock Units extent permitted by the Plan; (2) all decisions with respect to future Restricted Share or other grants, if any, will be at the sole discretion of the Company; (3) the Employee is voluntarily participating in the Plan; (4) the Restricted Shares are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c5) the future value of the underlying Shares shares of Common Stock common stock is unknown, indeterminable and cannot be predicted with certainty; (d6) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units Restricted Shares resulting from your Termination the termination of Employment the Employee’s employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Employee is employed or the terms of your the Employee’s employment agreement, if any), and in consideration of the grant of Stock Units the Restricted Shares to which you are the Employee is otherwise not entitled, you the Employee irrevocably agree agrees never to institute any claim against NCRthe Company, any of its Subsidiaries or Affiliates or the Employer, waive your waives the Employee’s ability, if any, to bring any such claim, and release NCRreleases the Company, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you the Employee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e7) for purposes of the Stock UnitsRestricted Shares, your the Employee’s employment or service relationship will be considered terminated as of the date you are the Employee is no longer actively providing services to NCR the Company or the Employer one of its Subsidiaries (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Employee is employed or providing services or the terms of your the Employee’s employment or service agreement, if any) and unless otherwise expressly provided in this Agreement these Terms and Conditions or determined by NCRthe Company, your the Employee’s right to vest in the Stock Units Restricted Shares under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., your the Employee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are the Employee is employed or providing services or the terms of your the Employee’s employment or service agreement, if any); the Committee Company shall have the exclusive discretion to determine when you are the Employee is no longer actively providing services for purposes of your Award the Employee’s Restricted Share grant (including whether you the Employee may still be considered to be providing services while on a an approved leave of absence); (f) 8) unless otherwise provided in the Plan or by the Company in its discretion, the Award Restricted Shares and the benefits evidenced by this Agreement these Terms and Conditions do not create any entitlement to have the Award Restricted Shares or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares shares of the Company; (9) the Restricted Shares and the shares of common stock subject to the Restricted Shares, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; and (g10) the Employee acknowledges and agrees that neither NCRthe Company, the Employer nor any Subsidiary subsidiary or Affiliate affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your the Employee’s local currency and the United States Dollar that may affect the value of the Stock Units Restricted Shares or of any amounts due to you the Employee pursuant to the settlement of the Stock Units Restricted Shares or the subsequent sale of any Shares shares of Common Stock common stock acquired upon settlement.

Nature of Grant. In accepting the grant, you acknowledgethe Grantee acknowledges, understand understands and agree agrees that: (a1) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (2) all decisions with respect to future RSU or other grants, if any, will be at the sole discretion of the Company; (3) the Grantee is voluntarily participating in the Plan; (4) the RSU and the Shares shares of Common Stock subject to the Stock Units RSU are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c5) the future value of the underlying Shares shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d6) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units RSUs resulting from your Termination the termination of Employment the Grantee’s employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or the terms of your the Grantee’s employment agreement, if any), and in consideration of the grant of Stock Units the RSUs to which you are the Grantee is otherwise not entitled, you the Grantee irrevocably agree agrees never to institute any claim against NCRthe Company, any of its Subsidiaries or Affiliates or the Employer, waive your waives the Grantee’s ability, if any, to bring any such claim, and release NCRreleases the Company, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e7) for purposes of the Stock UnitsRSUs, your the Grantee’s employment or service relationship will be considered terminated as of the date you are the Grantee is no longer actively providing services to NCR the Company or the Employer one of its Subsidiaries (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or providing services or the terms of your the Grantee’s employment or service agreement, if any) and unless otherwise expressly provided in this Agreement these Terms and Conditions or determined by NCRthe Company, your the Grantee’s right to vest in the Stock Units RSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., your the Grantee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are the Grantee is employed or providing services or the terms of your the Grantee’s employment or service agreement, if any); the Committee Company shall have the exclusive discretion to determine when you are the Grantee is no longer actively providing services for purposes of your Award the Grantee’s RSU grant (including whether you the Grantee may still be considered to be providing services while on a an approved leave of absence); (f) 8) unless otherwise provided in the Plan or by the Company in its discretion, the Award RSUs and the benefits evidenced by this Agreement these Terms and Conditions do not create any entitlement to have the Award RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares shares of the Company; (9) the RSUs and the shares of Common Stock subject to the RSUs, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; and (g10) the Grantee acknowledges and agrees that neither NCRthe Company, the Employer nor any Subsidiary subsidiary or Affiliate affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your the Grantee’s local currency and the United States Dollar that may affect the value of the Stock Units RSUs or of any amounts due to you the Grantee pursuant to the settlement of the Stock Units RSUs or the subsequent sale of any Shares shares of Common Stock acquired upon settlement.

Nature of Grant. This provision supplements Section 3 of the Additional Terms For All Non-U.S. Optionees in this Appendix: In accepting the grantOption, you acknowledgethe Optionee consents to participate in the Plan and acknowledges that he or she has received a copy of the Plan. The Optionee understands that the Company has unilaterally, understand gratuitously and agree that: (a) discretionally decided to grant stock options under the Stock Units Plan to individuals who may be employees of the Company or a subsidiary or affiliate throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Shares Company or any subsidiary or affiliate. Consequently, the Optionee understands that the Option is granted on the assumption and condition that the Option and any shares acquired upon exercise of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, Option are not part of normal any employment contract (either with the Company or expected compensation any subsidiary or affiliate) and shall not be considered a mandatory benefit, salary for any purposepurposes (including severance compensation) or any other right whatsoever. In addition, the Optionee understands that the Option would not be granted to the Optionee but for the assumptions and conditions referred to herein; thus, the Optionee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of this Option shall be null and void. This Option is a conditional right to shares of Class B Common Stock and can be forfeited in the case of, or affected by, the Optionee’s termination of employment. This will be the case, for example, even if (1) the Optionee is considered to be unfairly dismissed without good cause; (c2) the future value Optionee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) the Optionee terminates employment due to a change of work location, duties or any other employment or contractual condition; (4) the Optionee terminates employment due to unilateral breach of contract of the underlying Shares Company or any of Common Stock is unknown, indeterminable and cannot be predicted with certaintyits subsidiaries; or (d5) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (Optionee’s employment terminates for any other reason whatsoever, whether except for reasons specified in Sections 1.3, 1.4, 1.5, or not later found 1.6 of Exhibit A to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreementAgreement. Consequently, if any), and in consideration upon termination of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, Optionee’s employment for any of its Subsidiaries the reasons set forth above, the Optionee may automatically lose any rights to the unvested Options granted to him or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated her as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such Optionee’s termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreementemployment, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided described in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant Exhibit A to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementAgreement.

Nature of Grant. In accepting the grant, you acknowledgethe Grantee acknowledges, understand understands and agree agrees that: (a1) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (2) all decisions with respect to future PSU or other grants, if any, will be at the sole discretion of the Company; (3) the Grantee is voluntarily participating in the Plan; (4) the PSU and the Shares shares of Common Stock subject to the Stock Units PSU are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c5) the future value of the underlying Shares shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d6) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units PSUs resulting from your Termination the termination of Employment the Grantee’s employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or the terms of your the Grantee’s employment agreement, if any), and in consideration of the grant of Stock Units the PSUs to which you are the Grantee is otherwise not entitled, you the Grantee irrevocably agree agrees never to institute any claim against NCRthe Company, any of its Subsidiaries or Affiliates or the Employer, waive your waives the Grantee’s ability, if any, to bring any such claim, and release NCRreleases the Company, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e7) for purposes of the Stock UnitsPSUs, your the Grantee’s employment or service relationship will be considered terminated as of the date you are the Grantee is no longer actively providing services to NCR the Company or the Employer one of its Subsidiaries (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or providing services or the terms of your the Grantee’s employment or service agreement, if any) and unless otherwise expressly provided in this Agreement these Terms and Conditions or determined by NCRthe Company, your the Grantee’s right to vest in the Stock Units PSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., your the Grantee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are the Grantee is employed or providing services or the terms of your the Grantee’s employment or service agreement, if any); the Committee Company shall have the exclusive discretion to determine when you are the Grantee is no longer actively providing services for purposes of your Award the Grantee’s PSU grant (including whether you the Grantee may still be considered to be providing services while on a an approved leave of absence); (f) 8) unless otherwise provided in the Plan or by the Company in its discretion, the Award PSUs and the benefits evidenced by this Agreement these Terms and Conditions do not create any entitlement to have the Award PSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares shares of the Company; (9) the PSUs and the shares of Common Stock subject to the PSUs, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; and (g10) the Grantee acknowledges and agrees that neither NCRthe Company, the Employer nor any Subsidiary subsidiary or Affiliate affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your the Grantee’s local currency and the United States Dollar that may affect the value of the Stock Units PSUs or of any amounts due to you the Grantee pursuant to the settlement of the Stock Units PSUs or the subsequent sale of any Shares shares of Common Stock acquired upon settlement.

Nature of Grant. In accepting the grant, you acknowledge, understand The Participant acknowledges and agree agrees that: (a) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Shares of Common Stock subject Company at any time, to the Stock Units are not intended to replace any pension rights or compensationextent permitted by the Plan; (b) the Stock Units grant of RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the Shares past; (c) all decisions with respect to future RSU grants, if any, will be at the sole discretion of Common Stock subject to the Stock Units and Company; (d) participation in the income and value of same, Plan is voluntary; (e) the RSUs are not a part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, holiday pay, pension or retirement benefits or welfare or similar payments; (cf) the future value of the underlying Shares of Common Stock shares is unknown, indeterminable and cannot be predicted with certainty; and (dg) in consideration of the grant of RSUs, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Stock Units RSUs or diminution in value of the RSUs or shares received upon vesting including (without limitation) any claim or entitlement resulting from your Termination termination of Employment the Participant’s active employment by the Company or a Subsidiary or Affiliate (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) and the jurisdiction where you are employed or Participant hereby releases the terms of your employment agreement, if any), Company and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer Affiliates from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in signing this Agreement, the Plan, you Participant shall be deemed irrevocably to have agreed not waived the Participant’s entitlement to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.

Nature of Grant. In accepting the grantgrant of Restricted Stock Units, you acknowledge, understand the Grantee acknowledges and agree agrees that: (a) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and the Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensationAgreement; (b) the Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units and have been granted repeatedly in the Shares past; (c) all decisions with respect to future grants of Common Stock subject to the Restricted Stock Units and or other awards, if any, will be at the income and value sole discretion of same, are the Company; (d) the Grantee is voluntarily participating in the Plan; (e) the award of Restricted Stock Units is not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer; (cf) the award of Restricted Stock Units and the Grantee’s participation in the Plan will not be interpreted to form an employment contract or relationship with the Company or any of its subsidiaries; (g) the future value of the underlying Shares shares of Common Stock underlying the Award is unknown, indeterminable unknown and cannot be predicted with certainty; (dh) in consideration of the grant of the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Award or diminution in value of the Award or shares of Common Stock Units acquired pursuant to the Award resulting from your Termination termination of Employment the Grantee’s employment by the Company or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) and the jurisdiction where you are employed or Grantee irrevocably releases the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, Company and the Employer from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in accepting the PlanAward, you shall the Grantee will be deemed irrevocably to have agreed not waived the Grantee’s entitlement to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (ei) for purposes in the event of termination of the Stock Units, your Grantee’s employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in local labor laws), the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your Grantee’s right to receive the Award and vest in the Stock Units Award under the Plan, if any, will terminate effective as of such the date that the Grantee is no longer actively employed and will not be extended by any notice period mandated under local law (for examplee.g., your period of service active employment would not include any contractual notice period or any a period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if anypursuant to local law); the Committee shall have the exclusive discretion to determine when you are the Grantee is no longer actively providing services employed for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence)the Grantee’s Award; (fj) unless otherwise provided the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantee’s participation in the Plan, or the Grantee’s acquisition or sale of the underlying shares of Common Stock; and (k) the Grantee is hereby advised to consult with the Grantee’s personal tax, legal and financial advisors regarding the Grantee’s participation in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create before taking any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant action related to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementPlan. 13.

Nature of Grant. In accepting the grant, you acknowledgethe Grantee acknowledges, understand understands and agree agrees that: (a1) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (2) all decisions with respect to future RSU or other grants, if any, will be at the sole discretion of the Company; (3) the Grantee is voluntarily participating in the Plan; (4) the RSU and the Shares shares of Common Stock subject to the Stock Units RSU are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c5) the future value of the underlying Shares shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d6) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units RSUs resulting from your Termination the termination of Employment the Grantee’s employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or the terms of your the Grantee’s employment agreement, if any), and in consideration of the grant of Stock Units the RSUs to which you are the Grantee is otherwise not entitled, you the Grantee irrevocably agree agrees never to institute any claim against NCRthe Company, any of its Subsidiaries or Affiliates or the Employer, waive your waives the Grantee’s ability, if any, to bring any such claim, and release NCRreleases the Company, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e7) for purposes of the Stock UnitsRSUs, your the Grantee’s employment or service relationship will be considered terminated as of the date you are the Grantee is no longer actively providing services to NCR the Company or the Employer one of its Subsidiaries (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or providing services or the terms of your the Grantee’s employment or service agreement, if any) and unless otherwise expressly provided in this Agreement these Terms and Conditions or determined by NCRthe Company, your the Grantee’s right to vest in the Stock Units RSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., your the Grantee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are the Grantee is employed or providing services or the terms of your the Grantee’s employment or service agreement, if any); the Committee Company shall have the exclusive discretion to determine when you are the Grantee is no longer actively providing services for purposes of your Award the Grantee’s RSU grant (including whether you the Grantee may still be considered to be providing services while on a an approved leave of absence); (f) 8) unless otherwise provided in the Plan or by the Company in its discretion, the Award RSUs and the benefits evidenced by this Agreement these Terms and Conditions do not create any entitlement to have the Award RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares shares of the Company; (9) the RSUs and the shares of Common Stock subject to the RSUs, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; and (g10) the Grantee acknowledges and agrees that neither NCRthe Company, the Employer nor any Subsidiary subsidiary or Affiliate affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your the Grantee’s local currency and the United States Dollar that may affect the value of the Stock Units RSUs or of any amounts due to you the Grantee pursuant to the settlement of the Stock Units RSUs or the subsequent sale of any Shares shares of Common Stock acquired upon settlement. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantee’s participation in the Plan, or the Grantee’s acquisition or sale of the underlying shares of Common Stock. The Grantee is hereby advised to consult with the Grantee’s own personal tax, legal and financial advisors regarding the Grantee’s participation in the Plan before taking any action related to the Plan. Data Privacy. The Grantee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, including email, of the Grantee’s personal data as described in the Agreement and any other RSU grant materials (“Data”) by and among, as applicable, the Employer, the Company and its subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan. The Grantee understands that the Company and the Employer may hold certain personal information about the Grantee, including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all RSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Grantee’s favor, for the exclusive purpose of implementing, administering and managing the Plan. The Grantee understands that Data will be transferred to the Company’s stock transfer agent and/or broker, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Grantee understands that the recipients of the Data may be located in the United States or elsewhere (including outside the EEA), and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the Company, the Company’s stock transfer agent and/or broker, and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Grantee’s participation in the Plan. The Grantee understands that Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that the Grantee may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. Further, the Grantee understands that the Grantee is providing the consents herein on a purely voluntary basis. If the Grantee does not consent, or if the Grantee later seeks to revoke the Grantee’s consent, the Grantee’s employment status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing the Grantee’s consent is that the Company would not be able to grant the Grantee RSUs or other equity awards or administer or maintain such awards. Therefore, the Grantee understands that refusing or withdrawing the Grantee’s consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of the Grantee’s refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Grantee’s local human resources representative. Governing Law and Venue. The RSU grant and the provisions of the Agreement are governed by, and subject to, the internal substantive laws of the State of Delaware in the United States of America (with the exception of its conflict of law provisions). For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or the Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the Commonwealth of Pennsylvania in the United States of America and agree that such litigation shall be conducted only in the courts of Cumberland County, the Commonwealth of Pennsylvania, or the federal courts for the United States of America for the Middle District of Pennsylvania, and no other courts, where this grant is made and/or to be performed. Compliance with Law. The following section supplements Section 9 of the Agreement: Notwithstanding any other provision of the Plan or the Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the shares of Common Stock, the Company shall not be required to deliver any shares issuable upon settlement of the RSUs prior to the completion of any registration or qualification of the shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. The Grantee understands that the Company is under no obligation to register or qualify the shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the shares. Further, the Grantee agrees that Company shall have unilateral authority to amend the Plan and the Agreement without the Grantee’s consent to the extent necessary to comply with securities or other laws applicable to issuance of shares. Language. If the Grantee has received the Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

Nature of Grant. In accepting the grantgrant hereunder, you acknowledge, understand the Participant acknowledges and agree agrees that: (ai) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (ii) the Participant has read the Plan and any PSUs granted under it shall be subject to all of the terms and conditions of the Plan, including but not limited to the power of the Committee to interpret and determine the terms and provisions of the Plan and this Award Agreement and to make all determinations necessary or advisable for the administration of the Plan, all of which interpretations and determinations shall be final and binding; (iii) the PSU does not create any contractual or other right to receive future grants of PSUs, benefits in lieu of PSUs, or any other Plan benefits in the future; (iv) nothing contained in this Award Agreement is intended to create or enlarge any other contractual obligations between the Company or the Employer and the Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensationParticipant; (bv) any grant under the Stock Units and the Shares Plan, including any grant of Common Stock subject to the Stock Units and the income and value of samePSUs, are is not part of normal or expected compensation for purposes of calculating any purposeseverance, resignation, redundancy, end of service payments, bonuses, long service option, pension, or retirement benefits or similar payments; (cvi) the Participant is voluntarily participating in the Plan; (vii) the future value of the Shares underlying Shares of Common Stock the PSUs granted hereunder is unknown, indeterminable unknown and cannot be predicted with certainty; (dviii) no claim or entitlement to compensation or damages shall arise from forfeiture none of the Stock Units Company, the Employer or any of their respective Subsidiaries shall be liable for any change in value of the PSUs, the amount realized upon settlement of the PSUs or the amount realized upon a subsequent sale of any Shares acquired upon settlement of the PSUs, resulting from your Termination any fluctuation of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any)United States Dollar/local currency foreign exchange rate, and in consideration of (ix) the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, PSUs and the underlying Shares are not granted to the Participant for prior services rendered to the Company, the Employer from or any such claim; if, notwithstanding Subsidiaries. Without limiting the generality of the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services adjust the terms and conditions of any award of PSUs to correct for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided any windfalls or shortfalls in such PSUs which, in the Plan or by Committee's determination, arise from factors beyond the Company Participant's control; provided, however, that the Committee's authority with respect to any Award to a "covered employee," as defined in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares Section 162(m)(3) of the Company; and (g) neither NCRCode, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency limited to decreasing, and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementnot increasing, such PSU.

Nature of Grant. The following provision supplements Section 3 of this Appendix A: In accepting the grantOption, you acknowledgeacknowledge that you consent to participation in the Plan and have received a copy of the Plan. You understand that the Company has unilaterally, gratuitously, and in its sole discretion decided to grant options under the Plan to Employees, Directors and Consultants throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Subsidiary or Affiliate on an ongoing basis. Consequently, you understand that the Option is granted on the assumption and condition that the Option and any shares of Common Stock acquired under the Plan are not part of any employment contract (either with the Company or any Subsidiary or Affiliate) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation), or any other right whatsoever. In addition, you understand that this grant would not be made but for the assumptions and conditions referred to above; thus, you acknowledge and freely accept that, should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any grant of or right to the Option shall be null and void. You understand and agree that: (a) the Stock Units and the Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c) the future value of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration as a condition of the grant of Stock Units the Option, the termination of your Continuous Service as an Employee, Director or Consultant for any reason (including the reasons listed below) will automatically result in the loss of the Option to which the extent the Option has not vested and become exercisable as of the date you are otherwise not entitledcease to provide Continuous Service to the Company and/or a Subsidiary or Affiliate. In particular, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim understand and agree to execute that any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes unvested portion of the Stock Units, your employment or service relationship will be considered terminated Option as of the date you are no longer actively providing services to NCR or the Employer (regardless and any vested portion of the Option not exercised within the post-termination exercise period set out in Section 7 of the Option Agreement will be forfeited without entitlement to the underlying shares of Common Stock or to any amount of indemnification in the event of a termination of your status as an Employee, Director or Consultant by reason for such termination and whether or of, but not later found limited to, resignation, retirement, disciplinary dismissal adjudged to be invalid with cause, disciplinary dismissal adjudged or in breach recognized to be without good cause (i.e., subject to a “despido impordente”), individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of employment laws in the jurisdiction where you are employed or the terms of your employment agreementunder Article 41 of the Workers’ Statute, if any) and unless otherwise expressly provided in this Agreement or determined by NCRrelocation under Article 40 of the Workers’ Statute, your right to vest in Article 50 of the Stock Units under the PlanWorkers’ Statute, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or unilateral withdrawal by the Company in its discretion, the Award Employer and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares under Article 10.3 of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.Royal Decree 1382/1985. Notifications

Nature of Grant. In accepting the grantAward, you acknowledgethe Grantee acknowledges, understand understands and agree agrees that: (a) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grants; (c) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company; (d) the Award and the Shares Grantee’s participation in the Plan shall not be interpreted as forming an employment contract with the Company; (e) the Grantee is voluntarily participating in the Plan; (f) the Award and any shares of Common Stock subject to acquired under the Stock Units Plan are not intended to replace any pension rights or compensation; (bg) the Award and any shares of Stock Units and acquired under the Shares of Common Stock subject to the Stock Units Plan, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or payments or welfare benefits or similar payments; (ch) the future value of the shares of Stock underlying Shares of Common Stock the Award is unknown, indeterminable indeterminable, and cannot be predicted with certainty; (di) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units Award resulting from your Termination the termination of Employment the Grantee’s employment relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your Grantee’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (fj) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company’s Stock; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.and

Nature of Grant. In accepting the grantRestricted Shares, you acknowledgethe Grantee acknowledges, understand understands and agree that: (a) agrees that:(a)the Plan is established voluntarily by the Stock Units Company, it is discretionary in nature, and may be modified, amended, suspended or terminated by the Shares of Common Stock subject Company at any time, to the Stock Units are not intended extent permitted by the Plan;(b)all decisions with respect to replace any pension rights or compensation; (b) future grants, if any, will be at the Stock Units and sole discretion of the Shares of Common Stock subject to Company;(c)the Grantee is voluntarily participating in the Stock Units Plan;(d)the Shares, including the vesting thereof, and the income and value of same, are not part of normal considered compensation for, or expected compensation for relating to, past services to the Company or any purpose; (c) the other Subsidiary or Affiliate;(e)the future value of the underlying Shares of Common Stock is unknown, indeterminable indeterminable, and cannot be predicted with certainty; (d) no certainty;(f)the value of the Shares may increase or decrease in value;(g)no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units Restricted Shares resulting from your Termination a termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are service;(h)unless otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating provided in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Award Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its sole discretion, the Award Restricted Shares and the benefits evidenced by this Award Agreement do not create any entitlement to have the Award Restricted Shares or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of Shares; and(i)neither the Company; and (g) neither NCR, the Employer Company nor any other Subsidiary or Affiliate shall be liable for any foreign currency exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units Shares or of any amounts due to you the Grantee pursuant to the settlement vesting of the Stock Units Shares or the subsequent sale of any Shares following vesting. Data Privacy: The Company is located at Xxxxxxxxxxxx 0, 00000 Xxxxxxxx/Xxxxxx, Xxxxxxx and grants service providers of Common Stock acquired upon settlementthe Company and its other Subsidiaries and Affiliates the opportunity to participate in the Plan, at the Company's sole discretion. If the Grantee would like to participate in the Plan, the Grantee understands that he or she should review the following information about the Company’s data processing xxxxxxxxx.Xxxx Collection and Usage. The Company collects, processes and uses the Grantee’s personal data, including, but without limitation, name, home address and telephone number, date of birth, social insurance number or other identification number (e.g., resident registration number), passport number, ​ ​ ​ ​

Nature of Grant. In accepting the grantthis Option, you acknowledge, understand and agree that: (a) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature, and the Shares Company may amend, modify, suspend or terminate the Plan at any time, to the extent permitted by the Plan; (b) the grant of Common this Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Options or benefits in lieu of Options, even if Options have been granted in the past; (c) all decisions with respect to future Options or other grants, if any, will be at the sole discretion of the Company; (d) this Agreement does not give you the right to remain retained or employed by the Company or your Employer (or any of their Subsidiaries or Affiliates) in any capacity; (e) the Company and your Employer (or any of their Subsidiaries or Affiliates) reserve the right to terminate your Service at any time and for any reason, in accordance with Applicable Laws; (f) if you are not providing Service to the Company or your Employer, this Option grant does not establish an employment or other Service relationship with the Company or your Employer (or any of their Subsidiaries or Affiliates); (g) you are voluntarily participating in the Plan; (h) this Option and shares of Stock subject to this Option, and the Stock Units income from and value of same, are not intended to replace any pension rights or compensation; (bi) the Stock Units this Option and the Shares shares of Common Stock subject to the Stock Units this Option, and the income from and value of same, are not part of normal or expected compensation for purposes of, without limitation, calculating any purposeseverance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar mandatory payments; (cj) the future value of the underlying Shares shares of Common Stock subject to this Option is unknown, indeterminable indeterminable, and cannot be predicted with certainty; (dk) if the shares of Stock subject to this Option do not increase in value, this Option will have no value; (l) if you exercise this Option and acquire shares of Stock, the value of such shares of Stock may increase or decrease in value, even below the exercise price; (m) no claim or entitlement to compensation or damages shall arise from the forfeiture of this Option or recovery by the Company of any shares of Stock Units resulting from (i) the termination of your Termination of Employment Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction where you are employed or the terms of your employment agreementotherwise rendering services, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment or service agreement, if any) and and/or (ii) the application of any recoupment, recovery or clawback policy, as described in the “Clawback” section below; (n) unless otherwise expressly provided in agreed with the Company, this Agreement or determined by NCR, your right to vest in the Option and shares of Stock Units acquired under the Plan, if anyand the income from and value of same, will terminate are not granted as of such date and will not be extended by consideration for, or in connection with, any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether Service you may still be considered to be providing services while on provide as a leave of absence)director for any Subsidiary or Affiliate; (fo) unless otherwise provided in the Plan or by the Company in its discretion, the Award this Option and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits this Option transferred to, or assumed by, another company company, nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares shares of the CompanyStock; and (gp) the following provisions shall be applicable only to employees outside the U.S.: (i) this Option and shares of Stock subject to this Option, and the income from and value of same, are not part of normal or expected compensation for any purpose; and (ii) neither NCRthe Company, the Employer Employer, nor any other Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units this Option or of any amounts due to you pursuant to the settlement exercise of the Stock Units this Option or the subsequent sale of any Shares shares of Common Stock acquired upon settlementexercise of this Option. Data Privacy Data Collection and Usage. The Company and any Subsidiaries or Affiliates, including the Employer, may collect, process and use certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social security, social insurance, passport or other identification number, salary, nationality, job title, any shares of Stock or directorships held in the Company or any of its Subsidiaries or Affiliates, details of all awards or any other entitlement to shares of Stock or equivalent benefits awarded, canceled, exercised, vested, unvested or outstanding in your favor (“Data”), for the purposes of implementing, administering and managing the Plan. The legal basis, where required, for the processing of Data by the Company and the third-party service providers described below is the necessity of the data processing for the Company to perform its contractual obligations under this Agreement and the Company’s legitimate business interest of managing the Plan and generally administering the Awards. California residents please note, the categories of personal information, including sensitive personal information, are (i) identifiers, (ii) characteristics of protected classifications under California or federal law, (iii) professional or employment related information, (iv) social security, driver’s license, state identification card, or passport number, and (v) any personal information that identifies, relates to, describes, or is capable of being associated with a particular individual. The personal information is not sold or shared for cross-context behavioral advertising. The California Consumer Privacy Act Policy is available at Insulet's California Privacy Policy(1).Plan Administration Service Providers. The Company transfers Data to Fidelity Stock Plan Services, LLC (“Fidelity”), an independent service provider based in the United States, which assists the Company with the implementation, administration and management of the Plan. You acknowledge and understand that Fidelity will open an account for you to receive and trade shares of Stock acquired under the Plan and that you will be asked to agree on separate terms and data processing practices with Fidelity, with such agreement being a condition to the ability to participate in the Plan. The legal basis for the transfer of Data by the Company to Fidelity is your consent. As a result, in the absence of appropriate safeguards such as standard data protection clauses, the processing of your Data in the United States or, as the case may be, other countries, may not be subject to substantive data processing principles or supervision by data protection authorities. In addition, you may not have enforceable rights regarding the processing of Data in such countries. The Company provides appropriate safeguards for protecting Data that it receives in the United States through its adherence to data transfer agreements entered into between the Company and its Subsidiaries and Affiliates within the EU and other non-U.S. xxxxxxxxxxxxx.Xxxxxxxxxxxxx Data Transfers. The Company and its service providers are based in the United States. Your country or jurisdiction may have different data privacy laws and protections than the United States. The Company’s legal basis, where required, for the transfer of Data is your xxxxxxx.Xxxx Retention. The Company will hold and use Data only as long as is necessary to implement, administer and manage your participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax and securities laws.Voluntariness and Consequences of Consent Denial or Withdrawal. Participation in the Plan is voluntary and you are providing the consents herein on a purely voluntary basis. You understand that you may withdraw your consent at any time with future effect for any or no reason. If you do not consent, or if you later seek to revoke your consent, your salary from or employment and career with the Employer will not be affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to grant Options or other equity awards to you or administer or maintain your participation in the Xxxx.Xxxx Subject Rights. You may have a number of rights under data privacy laws in your jurisdiction. Depending on where you are based, such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in your jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, you can contact your local human resources representative.Alternative Basis for Data Processing/Transfer. You understand that in the future, the Company may rely on a different legal basis for the processing and/or transfer of Data and/or request that you provide another data privacy consent form. Upon request of the Company or the Employer, you agree to provide an executed data privacy consent form (or any other agreements or consents) that the Company and/or the Employer may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such consent or agreement requested by the Company and/or the Employer.

Nature of Grant. In accepting The following provisions supplement Paragraph 10 of the grantSubscription Agreement: By signing the Subscription Agreement, you acknowledge, understand and agree that: (a) I consent to participation in the Stock Units Purchase Plan and acknowledge that I have received a copy of the Shares Stock Purchase Plan. I understand that the Company has unilaterally, gratuitously and in its own discretion decided to offer the opportunity to participate in the Stock Purchase Plan to Employees in certain countries around the world. This is a limited decision that is entered into upon the express assumption and condition that such offer will not bind the Company or any Subsidiary, other than as set forth in the Subscription Agreement. Consequently, I understand that the offer to participate in the Stock Purchase Plan is extended on the assumption and condition that my participation and/or any shares of Common Stock subject to acquired under the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, Purchase Plan are not part of normal any employment contract (either with the Employer, the Company, or expected compensation any Subsidiary) and shall not be considered a mandatory benefit, salary for any purpose; purpose (c) the future value of the underlying Shares of Common Stock is unknownincluding severance compensation), indeterminable and canor any right whatsoever. Furthermore, I understand that I shall not be predicted with certainty; (dentitled to continue participating in the Stock Purchase Plan once my status as an Employee terminates for any reason, including, without limitation, retirement, death, or a termination that is deemed to be an “unfair dismissal” or “constructive dismissal,” as set forth in Section 10(b) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoeverPurchase Plan. In addition, whether or not later found I understand that the offer to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest participate in the Stock Units under Purchase Plan would not have been made to me but for the Planassumptions and conditions referred to above; thus, if anyI acknowledge and freely accept that, will terminate as should any or all of such date and will the assumptions be mistaken, or should any of the conditions not be extended by met, for any notice period (for examplereason, your period of service would not include any contractual notice period offer or any period of “garden leave” or similar period mandated under employment laws right to participate in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Stock Purchase Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency null and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.void. NOTIFICATIONS

Nature of Grant. In accepting the grantSARs, you acknowledgethe Grantee acknowledges, understand understands and agree agrees that: (a1) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Shares Company at any time, to the extent permitted by the Plan; (2) all decisions with respect to future SARs or other grants, if any, will be at the sole discretion of the Company; (3) the Grantee is voluntarily participating in the Plan; (4) the SARs and any shares of Common Stock subject to acquired under the Stock Units Plan are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c5) the future value of the underlying Shares shares of Common Stock underlying the SARs is unknown, indeterminable and cannot be predicted with certainty; (d6) if the underlying shares of Common Stock do not increase in value, the SARs will have no value; (7) if the Grantee exercises the SARs and acquires shares of Common Stock, the value of such shares of Common Stock may increase or decrease in value, even below the Base Price; (8) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units SARs resulting from your Termination the termination of Employment the Grantee’s employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or providing services or the terms of your the Grantee’s employment or service agreement, if any), and in consideration of the grant of Stock Units the SARs to which you are the Grantee is otherwise not entitled, you the Grantee irrevocably agree agrees never to institute any claim against NCRthe Company, any of its Subsidiaries 12 Exhibit 10.3 subsidiaries or Affiliates affiliates or the Employer, waive your waives his or her ability, if any, to bring any such claim, and release NCRreleases the Company, its Subsidiaries subsidiaries and Affiliates, affiliates and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agree agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e9) for purposes of the Stock UnitsSARs, your the Grantee’s employment or service relationship will be considered terminated as of the date you are the Grantee is no longer actively providing services to NCR the Company or the Employer one of its subsidiaries and affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or providing services or the terms of your the Grantee’s employment or service agreement, if any) ), and unless otherwise expressly provided in this the Agreement or determined by NCRthe Company, your (i) the Grantee’s right to vest in the Stock Units SARs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., your the Grantee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are the Grantee is employed or providing services or the terms of your the Grantee’s employment or service agreement, if any); and (ii) the Committee period (if any) during which the Grantee may exercise the SARs after such termination of the Grantee's employment or service relationship will commence on the date the Grantee ceases to actively provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where the Grantee is employed or providing services or terms of the Grantee’s employment or service agreement, if any; and (iii) the Company shall have the exclusive discretion to determine when you are the Grantee is no longer actively providing services for purposes of your Award his or her SARs grant (including whether you the Grantee may still be considered to be providing services while on a leave of absence); (f10) unless otherwise provided in the Plan or by the Company in its discretion, the Award SARs and the benefits evidenced by this the Agreement do not create any entitlement to have the Award SARs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares shares of the Company; (11) the SARs and any shares of Common Stock acquired under the Plan and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension, or retirement or welfare benefits or similar payments; and (g12) the Grantee acknowledges and agrees that neither NCRthe Company, the Employer nor any Subsidiary or Affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your the Grantee’s local currency and the United States Dollar that may affect the value of the Stock Units SARs or of any amounts due to you the Grantee pursuant to the settlement exercise of the Stock Units SARs or the subsequent sale of any Shares shares of Common Stock acquired upon settlementexercise of the SARs. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantee’s participation in the Plan, or the Grantee’s acquisition or sale of the underlying shares of Common Stock. The Grantee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan. Data Privacy. The Grantee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, including email, of the Grantee’s personal data as described in the Agreement and any other SARs grant materials (“Data”) by and among, as applicable, the Employer, the Company and its subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan. The Grantee understands that the Company and the Employer may hold certain personal information about the Grantee, including, but not limited to, the Grantee’s name, home address and telephone 13 Exhibit 10.3 number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all SARs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Grantee’s favor, for the exclusive purpose of implementing, administering and managing the Plan. The Grantee understands that Data will be transferred to the Company’s stock transfer agent and/or broker, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Grantee understands that the recipients of the Data may be located in the United States or elsewhere (including outside the EEA), and that the recipient’s country (e.g., the United States) may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Grantee authorizes the Company, the Company’s stock transfer agent and /or broker, and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purposes of implementing, administering and managing the Grantee’s participation in the Plan. The Grantee understands that Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Further, the Grantee understands that he or she is providing the consents herein on a purely voluntary basis. If the Grantee does not consent, or if the Grantee later seeks to revoke his or her consent, his or her employment status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing the Grantee’s consent is that the Company would not be able to grant the Grantee SARs or other equity awards or administer or maintain such awards. Therefore, the Grantee understands that refusing or withdrawing his or her consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of the Grantee’s refusal to consent or withdrawal of consent, the Grantee understands that he or she may contact his or her local human resources representative. Governing Law and Venue. The SARs grant and the provisions of the Agreement are governed by, and subject to, the internal substantive laws of the State of Delaware in the United States of America (with the exception of its conflict of law provisions). For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or the Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the Commonwealth of Pennsylvania in the United States of America and agree that such litigation shall be conducted only in the courts of Cumberland County, the Commonwealth of Pennsylvania, or the federal courts for the United States of America for the Middle District of Pennsylvania, and no other courts, where this grant is made and/or to be performed. Compliance with Law. The following provision supplements Section 7 of the Agreement: Notwithstanding any other provision of the Plan or the Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the shares of Common Stock, the Company shall not be required to deliver any shares of Common Stock issuable upon exercise of the SARs prior to the completion of any registration or qualification of the shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining 14 Exhibit 10.3 any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. The Grantee understands that the Company is under no obligation to register or qualify the shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the shares. Further, the Grantee agrees that the Company shall have unilateral authority to amend the Plan and the Agreement without the Grantee’s consent to the extent necessary to comply with securities or other laws applicable to issuance of shares. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means, including email. The Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. Language. If the Grantee has received the Agreement or any other document related to the SARs and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

Nature of Grant. The following section is added to Section 5 of the Agreement: In accepting the grant, you acknowledgethe Employee acknowledges, understand understands and agree agrees that: (a1) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Shares of Common Stock subject Company at any time, to the Stock Units extent permitted by the Plan; (2) all decisions with respect to future Restricted Share or other grants, if any, will be at the sole discretion of the Company; (3) the Employee is voluntarily participating in the Plan; (4) the Restricted Shares are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c5) the future value of the underlying Shares shares of Common Stock common stock is unknown, indeterminable and cannot be predicted with certainty; (d6) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units Restricted Shares resulting from your Termination the termination of Employment the Employee’s employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Employee is employed or the terms of your the Employee’s employment agreement, if any), and in consideration of the grant of Stock Units the Restricted Shares to which you are the Employee is otherwise not entitled, you the Employee irrevocably agree agrees never to institute any claim against NCRthe Company, any of its Subsidiaries or Affiliates or the Employer, waive your waives the Employee’s ability, if any, to bring any such claim, and release NCRreleases the Company, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you the Employee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e7) for purposes of the Stock UnitsRestricted Shares, your the Employee’s employment or service relationship will be considered terminated as of the date you are the Employee is no longer actively providing services to NCR the Company or the Employer one of its Subsidiaries (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Employee is employed or providing services or the terms of your the Employee’s employment or service agreement, if any) and unless otherwise expressly provided in this Agreement these Terms and Conditions or determined by NCRthe Company, your the Employee’s right to vest in the Stock Units Restricted Shares under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., your the Employee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are the Employee is employed or providing services or the terms of your the Employee’s employment or service agreement, if any); the Committee Company shall have the exclusive discretion to determine when you are the Employee is no longer actively providing services for purposes of your Award the Employee’s Restricted Share grant (including whether you the Employee may still be considered to be providing services while on a an approved leave of absence); (f) 8) unless otherwise provided in the Plan or by the Company in its discretion, the Award Restricted Shares and the benefits evidenced by this Agreement these Terms and Conditions do not create any entitlement to have the Award Restricted Shares or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares shares of the Company; (9) the Restricted Shares and the shares of common stock subject to the Restricted Shares, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; and (g10) the Employee acknowledges and agrees that neither NCRthe Company, the Employer nor any Subsidiary EXHIBIT 10.1 subsidiary or Affiliate affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your the Employee’s local currency and the United States Dollar that may affect the value of the Stock Units Restricted Shares or of any amounts due to you the Employee pursuant to the settlement of the Stock Units Restricted Shares or the subsequent sale of any Shares shares of Common Stock common stock acquired upon settlement.

Nature of Grant. This provision supplements Section 3 of the Additional Terms For All Non-U.S. Optionees in this Appendix: In accepting the grantOption, you acknowledgethe Optionee consents to participate in the Plan and acknowledges that he or she has received a copy of the Plan. The Optionee understands that the Company has unilaterally, understand gratuitously and agree that: (a) discretionally decided to grant stock options under the Stock Units Plan to individuals who may be employees of the Company or a subsidiary or affiliate throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Shares Company or any subsidiary or affiliate. Consequently, the Optionee understands that the Option is granted on the assumption and condition that the Option and any shares acquired upon exercise of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, Option are not part of normal any employment contract (either with the Company or expected compensation any subsidiary or affiliate) and shall not be considered a mandatory benefit, salary for any purposepurposes (including severance compensation) or any other right whatsoever. In addition, the Optionee understands that the Option would not be granted to the Optionee but for the assumptions and conditions referred to herein; thus, the Optionee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of this Option shall be null and void. This Option is a conditional right to shares of Class B Common Stock and can be forfeited in the case of, or affected by, the Optionee’s termination of employment. This will be the case, for example, even if (1) the Optionee is considered to be unfairly dismissed without good cause; (c2) the future value Optionee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) the Optionee terminates employment due to a change of work location, duties or any other employment or contractual condition; (4) the Optionee terminates employment due to unilateral breach of contract of the underlying Shares Company or any of Common Stock is unknown, indeterminable and cannot be predicted with certaintyits subsidiaries; or (d5) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (Optionee’s employment terminates for any other reason whatsoever, whether except for reasons specified in Sections 1.3, 1.4, 1.5, or not later found 1.6 of Exhibit A to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreementAgreement. Consequently, if any), and in consideration upon termination of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, Optionee’s employment for any of its Subsidiaries the reasons set forth above, the Optionee may automatically lose any rights to the unvested Options granted to him or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated her as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such Optionee’s termination and whether or not later found to be invalid or of employment, as described in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant Exhibit A to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementAgreement.

Nature of Grant. In accepting the grantRSUs, you acknowledgeParticipant acknowledges, understand understands and agree agrees that: (a) d)the Plan is established voluntarily by the Stock Units Company, it is discretionary in nature and it may be amended, altered or discontinued by the Shares of Common Stock subject Company at any time, to the Stock Units are not intended to replace any pension rights or compensationextent permitted by the Plan; (b) e)the grant of the Stock Units RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of restricted stock units, or benefits in lieu of restricted stock units, even if restricted stock units have been granted in the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purposepast; (c) f)all decisions with respect to future restricted stock unit grants, if any, will be at the sole discretion of the Company; (g)the future value of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d) no h)no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units RSUs resulting from your Termination Participant ceasing to provide services to the Company or from cancellation of Employment (for the RSUs or recoupment of any reason whatsoeverfinancial gain resulting from the RSUs as described in Section 4 of the Award Agreement and, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units the RSUs to which you are Participant is otherwise not entitled, you Participant irrevocably agree agrees never to institute any claim against NCRthe Company, any of its Subsidiaries or Affiliates or waives the Employer, waive your ability, if any, to bring any such claim, claim and release NCR, its Subsidiaries releases the Company and Affiliates, and the Employer any Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall Participant will be deemed irrevocably to have agreed not to pursue such claim and agree agrees to execute any and all documents necessary to request dismissal or withdrawal of such claimclaims; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless i)unless otherwise provided in the Plan or by the Company Company, in its discretion, the Award RSUs and the benefits evidenced by this the Award Agreement do not create any entitlement to have the Award RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the CompanyShares; and (g) neither NCR, j)neither the Employer Company nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your Participant’s local currency and the United States Dollar that may affect the value of the Stock Units RSUs or of any amounts due to you Participant pursuant to the settlement of the Stock Units RSUs or the subsequent sale of any Shares of Common Stock acquired upon settlement.

Nature of Grant. The following section is added to Section 5 of the Agreement: In accepting the grant, you acknowledgethe Employee acknowledges, understand understands and agree agrees that: (a1) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Shares of Common Stock subject Company at any time, to the Stock Units extent permitted by the Plan; (2) all decisions with respect to future Restricted Share or other grants, if any, will be at the sole discretion of the Company; (3) the Employee is voluntarily participating in the Plan; (4) the Restricted Shares are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c5) the future value of the underlying Shares shares of Common Stock common stock is unknown, indeterminable and cannot be predicted with certainty; (d6) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units Restricted Shares resulting from your Termination the termination of Employment the Employee’s employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Employee is employed or the terms of your the Employee’s employment agreement, if any), and in consideration of the grant of Stock Units the Restricted Shares to which you are the Employee is otherwise not entitled, you the Employee irrevocably agree agrees never to institute any claim against NCRthe Company, any of its Subsidiaries or Affiliates or the Employer, waive your waives the Employee’s ability, if any, to bring any such claim, and release NCRreleases the Company, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you the Employee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e7) for purposes of the Stock UnitsRestricted Shares, your the Employee’s employment or service relationship will be considered terminated as of the date you are the Employee is no longer actively providing services to NCR the Company or the Employer one of its Subsidiaries (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Employee is employed or providing services or the terms of your the Employee’s employment or service agreement, if any) and unless otherwise expressly provided in this Agreement these Terms and Conditions or determined by NCRthe Company, your the Employee’s right to vest in the Stock Units Restricted Shares under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., your the Employee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are the Employee is employed or providing services or the terms of your the Employee’s employment or service agreement, if any); the Committee Company shall have the exclusive discretion to determine when you are the Employee is no longer actively providing services for purposes of your Award the Employee’s Restricted Share grant (including whether you the Employee may still be ADDITIONAL TERMS AND CONDITIONS FOR INTERNATIONAL EMPLOYEES Exhibit 10.8 considered to be providing services while on a an approved leave of absence); (f) 8) unless otherwise provided in the Plan or by the Company in its discretion, the Award Restricted Shares and the benefits evidenced by this Agreement these Terms and Conditions do not create any entitlement to have the Award Restricted Shares or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares shares of the Company; (9) the Restricted Shares and the shares of common stock subject to the Restricted Shares, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; and (g10) the Employee acknowledges and agrees that neither NCRthe Company, the Employer nor any Subsidiary subsidiary or Affiliate affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your the Employee’s local currency and the United States Dollar that may affect the value of the Stock Units Restricted Shares or of any amounts due to you the Employee pursuant to the settlement of the Stock Units Restricted Shares or the subsequent sale of any Shares shares of Common Stock common stock acquired upon settlement.

Nature of Grant. In accepting The following provision supplements Section 6 of the grant, you acknowledge, understand and agree thatSubscription Agreement: (a) By enrolling in the Stock Units Purchase Plan, I consent to participation in the Stock Purchase Plan and acknowledge that I have received a copy of the Shares Stock Purchase Plan. I understand that the Company has unilaterally, gratuitously, and discretionally decided to offer participation in the Stock Purchase Plan to individuals who may be employees of the Company, a Parent or a Subsidiary throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Parent or Subsidiary on an ongoing basis. Consequently, I understand that 6728178-v3\GESDMS the offer of participation in the Stock Purchase Plan is grant on the assumption and condition that the Purchase Rights or the shares of Common Stock subject to I purchase shall not become a part of any employment or service contract (either with the Company or with any Parent or Subsidiary) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation), or any other right whatsoever. In addition, I understand that the offer of participation in the Stock Units are Purchase Plan would not intended be made to replace me but for the assumptions and conditions referred to above; thus, I acknowledge and freely accept that should any pension rights or compensation; (b) all of the assumptions be mistaken or should any of the conditions not be met for any reason, then any offer of participation in the Stock Units Purchase Plan shall be null and the Shares of Common Stock subject to void. Further, my participation in the Stock Units Purchase Plan is expressly conditioned on my continued and the income and value active rendering of sameservice, are not part of normal or expected compensation for any purpose; (c) the future value of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of such that if my Continuous Employment (terminates for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest my participation in the Stock Units under Purchase Plan shall cease immediately effective on the Plandate of my termination of Continuous Employment. This will be the case, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, even if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be 1) I am considered to be providing services while on unfairly dismissed without good cause (i.e., subject to a leave of absence“despido improcedente”); (f2) unless otherwise provided in the Plan I am dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) I terminate Continuous Employment due to a change of work location, duties or any other employment or contractual condition; (4) I terminate Continuous Employment due to a unilateral breach of contract by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, Parent or assumed by, another company nor to be exchanged, cashed out Subsidiary; or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g5) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable my Continuous Employment terminates for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.other reason whatsoever. Notifications

Nature of Grant. The following section is added to Section 5 of the Agreement: In accepting the grant, you acknowledgethe Employee acknowledges, understand understands and agree agrees that: (a1) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Shares of Common Stock subject Company at any time, to the Stock Units extent permitted by the Plan; (2) all decisions with respect to future Restricted Share or other grants, if any, will be at the sole discretion of the Company; (3) the Employee is voluntarily participating in the Plan; (4) the Restricted Shares are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c5) the future value of the underlying Shares shares of Common Stock common stock is unknown, indeterminable and cannot be predicted with certainty; (d6) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units Restricted Shares resulting from your Termination the termination of Employment the Employee’s employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Employee is employed or the terms of your the Employee’s employment agreement, if any), and in consideration of the grant of Stock Units the Restricted Shares to which you are the Employee is otherwise not entitled, you the Employee irrevocably agree agrees never to institute any claim against NCRthe Company, any of its Subsidiaries or Affiliates or the Employer, waive your waives the Employee’s ability, if any, to bring any such claim, and release NCRreleases the Company, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you the Employee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e7) for purposes of the Stock UnitsRestricted Shares, your the Employee’s employment or service relationship will be considered terminated as of the date you are the Employee is no longer actively providing services to NCR the Company or the Employer one of its Subsidiaries (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Employee is employed or providing services or the terms of your the Employee’s employment or service agreement, if any) and unless otherwise expressly provided in this Agreement these Terms and Conditions or determined by NCRthe Company, your the Employee’s right to vest in the Stock Units Restricted Shares under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., your the Employee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are the Employee is employed or providing services or the terms of your the Employee’s employment or service agreement, if any); the Committee Company shall have the exclusive discretion to determine when you are the Employee is no longer actively providing services for purposes of your Award the Employee’s Restricted Share grant (including whether you the Employee may still be considered to be providing services while on a an approved leave of absence); (f) 8) unless otherwise provided in the Plan or by the Company in its discretion, the Award Restricted Shares and the benefits evidenced by this Agreement these Terms and Conditions do not create any entitlement to have the Award Restricted ADDITIONAL TERMS AND CONDITIONS FOR INTERNATIONAL EMPLOYEES Exhibit 10.4 Shares or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares shares of the Company; (9) the Restricted Shares and the shares of common stock subject to the Restricted Shares, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; and (g10) the Employee acknowledges and agrees that neither NCRthe Company, the Employer nor any Subsidiary subsidiary or Affiliate affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your the Employee’s local currency and the United States Dollar that may affect the value of the Stock Units Restricted Shares or of any amounts due to you the Employee pursuant to the settlement of the Stock Units Restricted Shares or the subsequent sale of any Shares shares of Common Stock common stock acquired upon settlement.

Nature of Grant. This provision supplements Section 3 of the Additional Terms for All Non-U.S. Optionees in this Appendix: In accepting the grantOption, you acknowledgethe Optionee consents to participate in the Plan and acknowledges that he or she has received a copy of the Plan. The Optionee understands that the Company has unilaterally, understand gratuitously and agree that: (a) discretionally decided to grant stock options under the Stock Units Plan to individuals who may be employees of the Company or a subsidiary or affiliate throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Shares Company or any subsidiary or affiliate. Consequently, the Optionee understands that the Option is granted on the assumption and condition that the Option and any shares acquired upon exercise of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, Option are not part of normal any employment contract (either with the Company or expected compensation any subsidiary or affiliate) and shall not be considered a mandatory benefit, salary for any purposepurposes (including severance compensation) or any other right whatsoever. In addition, the Optionee understands that the Option would not be granted to the Optionee but for the assumptions and conditions referred to herein; thus, the Optionee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of this Option shall be null and void. This Option is a conditional right to shares of Class B Common Stock and can be forfeited in the case of, or affected by, the Optionee’s termination of employment. This will be the case, for example, even if (1) the Optionee is considered to be unfairly dismissed without good cause; (c2) the future value Optionee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (3) the Optionee terminates employment due to a change of work location, duties or any other employment or contractual condition; (4) the Optionee terminates employment due to unilateral breach of contract of the underlying Shares Company or any of Common Stock is unknown, indeterminable and cannot be predicted with certaintyits subsidiaries; or (d5) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (Optionee’s employment terminates for any other reason whatsoever, whether except for reasons specified in Sections 1.3, 1.4, 1.5, or not later found 1.6 of Exhibit A to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreementAgreement. Consequently, if any), and in consideration upon termination of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, Optionee’s employment for any of its Subsidiaries the reasons set forth above, the Optionee may automatically lose any rights to the unvested Options granted to him or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated her as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such Optionee’s termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreementemployment, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided described in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant Exhibit A to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementAgreement.

Nature of Grant. In accepting the grantRSUs, you acknowledge, understand and agree that: (a) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature, and the Shares Company may amend, modify, suspend or terminate the Plan at any time, to the extent permitted by the Plan; (b) the grant of Common RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or benefits in lieu of RSUs, even if RSUs have been granted in the past; (c) all decisions with respect to future RSUs or other grants, if any, will be at the sole discretion of the Company; (d) this Agreement does not give you the right to remain retained or employed by the Company or your Employer (or any of their Subsidiaries or Affiliates) in any capacity; (e) the Company and your Employer (or any of their Subsidiaries or Affiliates) reserve the right to terminate your Service at any time and for any reason, in accordance with Applicable Laws; (f) if you are not providing Service to the Company or your Employer, this RSU grant does not establish an employment or other Service relationship with the Company; (g) you are voluntarily participating in the Plan; (h) the RSUs and the shares of Stock subject to the Stock Units RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation; (bi) the Stock Units RSUs and the Shares share of Common Stock subject to the Stock Units RSUs, and the income from and value of same, are not part of normal or expected compensation for purposes of, without limitation, calculating any purposeseverance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar mandatory payments; (cj) the future value of the underlying Shares shares of Common Stock subject to the RSUs is unknown, indeterminable indeterminable, and cannot be predicted with certainty; (dk) no claim or entitlement to compensation or damages shall arise from the forfeiture of the Stock Units RSUs resulting from the termination of your Termination of Employment Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction where you are employed or the terms of your employment agreementotherwise rendering services, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment or service agreement, if any) and and/or the application of any recoupment, recovery or clawback policy; (l) unless otherwise expressly provided in this Agreement or determined by NCRagreed with the Company, your right to vest in the RSUs and shares of Stock Units acquired under the Plan, if anyand the income from and value of same, will terminate are not granted as of such date and will not be extended by consideration for, or in connection with, any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether Service you may still be considered to be providing services while on provide as a leave director of absence)any Subsidiary or Affiliate; (fm) unless otherwise provided in the Plan or by the Company in its discretion, the Award RSUs and the benefits evidenced by this the Agreement do not create any entitlement to have the Award or any such benefits RSUs transferred to, or assumed by, another company company, nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares shares of the CompanyStock; and (gn) the following provisions shall be applicable only to employees outside the U.S.: (i) the RSUs and the shares of Stock subject to the RSUs, and the income from and value of same, are not part of normal or expected compensation for any purpose; and (ii) neither NCRthe Company, the Employer Employer, nor any other Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units RSUs or of any amounts due to you pursuant to the settlement of the Stock Units upon vesting or the subsequent sale of any Shares shares of Common Stock acquired upon settlementunder the Plan.

Nature of Grant. In accepting the grantRestricted Stock Units, you acknowledge, understand and agree the Participant acknowledges that: (a) the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units and the Shares of Common Stock subject to the even if Restricted Stock Units are not intended to replace any pension rights or compensationhave been granted repeatedly in the past; (b) all decisions with respect to future awards of Restricted Stock Units, if any, will be at the sole discretion of the Company; (c) the Participant’s participation in the Plan is voluntary; (d) Restricted Stock Units and the Shares of Common Stock subject are extraordinary items that do not constitute regular compensation for services rendered to the Company or any Subsidiary, and that are outside the scope of the Participant’s employment contract, if any; (e) Restricted Stock Units and the income and value of same, are not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculating any severance, resignation, redundancy or end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary; (cf) the future value of the underlying Shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; (dg) in consideration of the award of Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Restricted Stock Units or any diminution in value of the Restricted Stock Units or Shares received when the Restricted Stock Units vest resulting from your Termination termination of Employment employment by the Company or any Subsidiary (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if anylocal labor laws), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you Participant irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or releases the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and Company and/or the Employer Subsidiary from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in signing this Agreement, the Plan, you Participant shall be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (eh) for purposes in the event of involuntary termination of the Stock Units, your Participant’s employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in local labor laws), the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your Participant’s right to vest in the receive Restricted Stock Units and vest under the Plan, if any, will terminate effective as of such the date that the Participant is no longer actively employed and will not be extended by any notice period mandated under local law (for examplee.g., your period of service active employment would not include any contractual notice period or any a period of “garden leave” or similar period mandated under employment laws in pursuant to local law), and the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee Company shall have the exclusive discretion to determine when you are the Participant is no longer actively providing services employed for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence)the Award; (fi) unless otherwise provided the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares; and (j) the Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create before taking any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant action related to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementPlan.

Nature of Grant. In accepting the grant, you acknowledgethe Executive acknowledges, understand understands, and agree agrees that: (a) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Shares of Common Stock subject to Company at any time, unless otherwise provided in the Stock Units Plan and this Agreement, and any such modification, amendment, suspension or termination will not constitute a constructive or wrongful dismissal; (b) the PSUs are extraordinary items and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or welfare or retirement benefits or similar payments; (c) in no event should the PSUs be considered as compensation for, or relating in any way to, past services for the Company or the Service Recipient, nor are the PSUs or the underlying Shares intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (cd) the future value of the underlying Shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; (de) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Executive’s participation in the Plan or the PSUs; 6. (f) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units PSUs resulting from your Termination termination of Employment the Executive’s Service (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if anylocal labor laws), and in consideration of the grant of Stock Units the PSUs to which you are the Executive is otherwise not entitled, you the Executive irrevocably agree (i) agrees never to institute any such claim against NCR, any of its Subsidiaries or Affiliates the Company or the EmployerService Recipient, waive your (ii) waives the Executive’s ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, (iii) releases the Company and the Employer Service Recipient from any such claim; if. If, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you the Executive shall be deemed irrevocably to have agreed not to pursue such claim and agree agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Companyclaims; and (g) neither NCRthe Executive is hereby advised to consult with personal tax, legal and financial advisors regarding participation in the Employer nor Plan before taking any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant action related to the settlement of the Stock Units PSUs or the subsequent sale of any Shares of Common Stock acquired upon settlementPlan. 16.

Nature of Grant. In accepting the grant, you acknowledgethe Grantee acknowledges, understand understands and agree agrees that: (a1) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (2) all decisions with respect to future PSU or other grants, if any, will be at the sole discretion of the Company; (3) the Grantee is voluntarily participating in the Plan; (4) the PSU and the Shares shares of Common Stock subject to the Stock Units PSU are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c5) the future value of the underlying Shares shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d6) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units PSUs resulting from your Termination the termination of Employment the Grantee’s employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or the terms of your the Grantee’s employment agreement, if any), and in consideration of the grant of Stock Units the PSUs to which you are the Grantee is otherwise not entitled, you the Grantee irrevocably agree agrees never to institute any claim against NCRthe Company, any of its Subsidiaries or Affiliates or the Employer, waive your waives the Grantee’s ability, if any, to bring any such claim, and release NCRreleases the Company, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e7) for purposes of the Stock UnitsPSUs, your the Grantee’s Exhibit 10.1 employment or service relationship will be considered terminated as of the date you are the Grantee is no longer actively providing services to NCR the Company or the Employer one of its Subsidiaries (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or providing services or the terms of your the Grantee’s employment or service agreement, if any) and unless otherwise expressly provided in this Agreement these Terms and Conditions or determined by NCRthe Company, your the Grantee’s right to vest in the Stock Units PSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., your the Grantee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are the Grantee is employed or providing services or the terms of your the Grantee’s employment or service agreement, if any); the Committee Company shall have the exclusive discretion to determine when you are the Grantee is no longer actively providing services for purposes of your Award the Grantee’s PSU grant (including whether you the Grantee may still be considered to be providing services while on a an approved leave of absence); (f) 8) unless otherwise provided in the Plan or by the Company in its discretion, the Award PSUs and the benefits evidenced by this Agreement these Terms and Conditions do not create any entitlement to have the Award PSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares shares of the Company; (9) the PSUs and the shares of Common Stock subject to the PSUs, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; and (g10) the Grantee acknowledges and agrees that neither NCRthe Company, the Employer nor any Subsidiary subsidiary or Affiliate affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your the Grantee’s local currency and the United States Dollar that may affect the value of the Stock Units PSUs or of any amounts due to you the Grantee pursuant to the settlement of the Stock Units PSUs or the subsequent sale of any Shares shares of Common Stock acquired upon settlement.

Nature of Grant. This provision supplements Section 9 of the Agreement: In accepting the grantRSUs, you acknowledgethe Participant consents to participating in the Plan and acknowledges having received and read a copy of the Plan. The Participant understands that the Company has unilaterally, understand gratuitously and agree that: (a) discretionally decided to grant the Stock Units RSUs under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or any Affiliate except as set forth in the Plan or Agreement. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting of Common Stock subject to the Stock Units are RSUs shall not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not become a part of normal any employment contract (either with the Employer or expected compensation the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purposepurpose (including severance compensation) or any other right whatsoever. In addition, the Participant understands that the RSUs would not be granted but for the assumptions and conditions referred to above; (c) thus, the future value Participant acknowledges and freely accepts that should any or all of the underlying Shares assumptions be mistaken or should any of Common Stock is unknown, indeterminable and canthe conditions not be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture met for any reason, then the grant of the Stock Units resulting from your Termination RSUs shall be null and void. Further, the vesting of Employment (the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, whether the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or not later found employment. This will be the case, for example, even if the Participant: (a) is considered to be invalid unfairly dismissed without good cause; (b) is dismissed for disciplinary or in objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of employment laws in the jurisdiction where you are employed contract; or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) is terminated from service or employment for purposes any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the Stock UnitsaPPROVED FOR USE: CATM COMPENSATION COMMITTEE – MARCH __, your employment or service relationship 2020 above reasons, the Participant will be considered terminated as of automatically lose any rights to the RSUs that were unvested on the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.termination. Notifications

Nature of Grant. In accepting the grantthis Option, you acknowledge, understand and agree that: (a) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature, and the Shares Company may amend, modify, suspend or terminate the Plan at any time, to the extent permitted by the Plan; (b) the grant of Common this Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Options or benefits in lieu of Options, even if Options have been granted in the past; (c) all decisions with respect to future Options or other grants, if any, will be at the sole discretion of the Company; (d) this Agreement does not give you the right to remain retained or employed by the Company or your Employer (or any of their Subsidiaries or Affiliates) in any capacity; (e) the Company and your Employer (or any of their Subsidiaries or Affiliates) reserve the right to terminate your Service at any time and for any reason, in accordance with Applicable Laws; (f) if you are not providing Service to the Company or your Employer, this Option grant does not establish an employment or other Service relationship with the Company or your Employer (or any of their Subsidiaries or Affiliates); (g) you are voluntarily participating in the Plan; (h) this Option and shares of Stock subject to this Option, and the Stock Units income from and value of same, are not intended to replace any pension rights or compensation; (bi) the Stock Units this Option and the Shares shares of Common Stock subject to the Stock Units this Option, and the income from and value of same, are not part of normal or expected compensation for purposes of, without limitation, calculating any purposeseverance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar mandatory payments; (cj) the future value of the underlying Shares shares of Common Stock subject to this Option is unknown, indeterminable indeterminable, and cannot be predicted with certainty; (dk) if the shares of Stock subject to this Option do not increase in value, this Option will have no value; (l) if you exercise this Option and acquire shares of Stock, the value of such shares of Stock may increase or decrease in value, even below the exercise price; (m) no claim or entitlement to compensation or damages shall arise from the forfeiture of the Stock Units this Option resulting from the termination of your Termination of Employment Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction where you are employed or the terms of your employment agreementotherwise rendering services, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment or service agreement, if any) and and/or the application of any recoupment, recovery or clawback policy; (n) unless otherwise expressly provided in agreed with the Company, this Agreement or determined by NCR, your right to vest in the Option and shares of Stock Units acquired under the Plan, if anyand the income from and value of same, will terminate are not granted as of such date and will not be extended by consideration for, or in connection with, any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether Service you may still be considered to be providing services while on provide as a leave of absence)director for any Subsidiary or Affiliate; (fo) unless otherwise provided in the Plan or by the Company in its discretion, the Award this Option and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits this Option transferred to, or assumed by, another company company, nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares shares of the CompanyStock; and (gp) the following provisions shall be applicable only to employees outside the U.S.: (i) this Option and shares of Stock subject to this Option, and the income from and value of same, are not part of normal or expected compensation for any purpose; and (ii) neither NCRthe Company, the Employer Employer, nor any other Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units this Option or of any amounts due to you pursuant to the settlement exercise of the Stock Units this Option or the subsequent sale of any Shares shares of Common Stock acquired upon settlementexercise of this Option.

Nature of Grant. In accepting the grant, you acknowledgethe Grantee acknowledges, understand understands and agree agrees that: (a1) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (2) all decisions with respect to future PSU or other grants, if any, will be at the sole discretion of the Company; (3) the Grantee is voluntarily participating in the Plan; (4) the PSU and the Shares shares of Common Stock subject to the Stock Units PSU are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c5) the future value of the underlying Shares shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d6) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units PSUs resulting from your Termination the termination of Employment the Grantee’s employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or the terms of your the Grantee’s employment agreement, if any), and in consideration of the grant of Stock Units the PSUs to which you are the Grantee is otherwise not entitled, you the Grantee irrevocably agree agrees never to institute any claim against NCRthe Company, any of its Subsidiaries or Affiliates or the Employer, waive your waives the Grantee’s ability, if any, to bring any such claim, and release NCRreleases the Company, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents Exhibit 10(hh) necessary to request dismissal or withdrawal of such claim; (e7) for purposes of the Stock UnitsPSUs, your the Grantee’s employment or service relationship will be considered terminated as of the date you are the Grantee is no longer actively providing services to NCR the Company or the Employer one of its Subsidiaries (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or providing services or the terms of your the Grantee’s employment or service agreement, if any) and unless otherwise expressly provided in this Agreement these Terms and Conditions or determined by NCRthe Company, your the Grantee’s right to vest in the Stock Units PSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., your the Grantee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are the Grantee is employed or providing services or the terms of your the Grantee’s employment or service agreement, if any); the Committee Company shall have the exclusive discretion to determine when you are the Grantee is no longer actively providing services for purposes of your Award the Grantee’s PSU grant (including whether you the Grantee may still be considered to be providing services while on a an approved leave of absence); (f) 8) unless otherwise provided in the Plan or by the Company in its discretion, the Award PSUs and the benefits evidenced by this Agreement these Terms and Conditions do not create any entitlement to have the Award PSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares shares of the Company; (9) the PSUs and the shares of Common Stock subject to the PSUs, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; and (g10) the Grantee acknowledges and agrees that neither NCRthe Company, the Employer nor any Subsidiary subsidiary or Affiliate affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your the Grantee’s local currency and the United States Dollar that may affect the value of the Stock Units PSUs or of any amounts due to you the Grantee pursuant to the settlement of the Stock Units PSUs or the subsequent sale of any Shares shares of Common Stock acquired upon settlement.

Nature of Grant. In accepting By participating in the grantPlan, you acknowledge, understand and agree that: (a) a)the Plan is established voluntarily by the Stock Units Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Shares of Common Stock subject Administrator at any time, to the Stock extent permitted by the Plan; (b)the grant of the Units is voluntary and occasional and does not create any contractual or other right to receive future grants or benefits in lieu of Units, even if Units have been granted in the past; (c)all decisions with respect to future grants of Units, if any, will be at the sole discretion of the Administrator; (d)the Unit grant and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or Affiliate and shall not interfere with the ability of the Company, the Employer or any Affiliate, as applicable, to terminate your employment or service relationship (if any); (e)you are voluntarily participating in the Plan; –Rev 1.2017 7 (f)the Units are not intended to replace any pension rights or compensation; (b) g)the Units, the Stock Units and the Shares of Common Stock subject to the Stock Units underlying Shares, and the income and value of same, same are not part of normal or expected compensation for purposes of calculating any purposeseverance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (c) the h)the future value of the underlying Shares shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d) no i)no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from the termination of your Termination of Employment employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of Stock the Units to which you are otherwise not entitled, you irrevocably agree never to institute any such claim against NCRthe Company, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCRthe Company, its Subsidiaries and Affiliates, Affiliates and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for j)unless otherwise agreed with the Company in writing, the Units, the underlying shares of Stock and the income and value of same are not granted as consideration for, or in connection with, any service you may provide as a director of an Affiliate; (k)for purposes of the Stock Units, your employment or other service relationship will be considered terminated as of the date you are no longer actively providing services to NCR the Company or the Employer one of its Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) ), and unless otherwise expressly provided in this Agreement or determined by NCRthe Company, your right to vest in the Stock Units under the Planthis Agreement, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award the Unit grant (including whether you may still be considered to be providing services while on a an approved leave of absence); and (fl)the following provisions apply only if you are providing services outside the United States: (A) unless otherwise provided in the Plan or by the Company in its discretionUnits, the Award underlying shares of Stock, and the benefits evidenced by this Agreement do income and value of same are not create part of normal or expected compensation or salary for any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Companypurpose; and (gB) neither NCRthe Company, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar U.S. dollar that may affect the value –Rev 1.2017 8 of the Stock Units or of any amounts amount due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares shares of Common Stock acquired upon settlement. 17.

Nature of Grant. In accepting the grantSAR, you acknowledge, understand and agree the Employee acknowledges that: (a) the Stock Units grant of the SAR is voluntary and occasional and does not create any contractual or other right to receive future grants of SARs, or benefits in lieu of SARs even if SARs have been granted repeatedly in the past; (b) all decisions with respect to future awards of SARs, if any, will be at the sole discretion of the Company; (c) the Employee’s participation in the Plan is voluntary; (d) SARs are extraordinary items that do not constitute regular compensation for services rendered to the Company or the Employer, and that are outside the scope of the Employee’s employment contract, if any; (e) the SAR and the Shares of Common Stock subject to the Stock Units SAR are not intended to replace any pension rights or compensation; , (bf) the Stock Units SARs and the Shares of Common Stock subject to the Stock Units and the income and value of same, SARs are not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, or end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Parent or Subsidiary of the Company; (cg) the future value of the underlying Shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; (dh) in consideration of the award of SARs, no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units SAR resulting from your Termination termination of Employment employment by the Company or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if anylocal labor laws), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you Employee irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or releases the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, Company and the Employer from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in the Plan, you Employee shall be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (ei) for purposes of the Stock UnitsCompany is not providing any tax, your employment legal or service relationship will be considered terminated as of financial advice, nor is the date you are no longer actively providing services to NCR Company making any recommendations regarding the Employee’s participation in the Plan, or the Employer Employee’s acquisition or sale of Shares; (regardless of j) the reason for such termination SAR and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units benefits under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws automatically transfer to another company in the jurisdiction where you are employed case of a merger, take-over or transfer of liability and (k) the terms of your employment agreementEmployee is hereby advised to consult with his or her own personal tax, if any); legal and financial advisors regarding the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided Employee’s participation in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create before taking any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant action related to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementPlan.

Nature of Grant. In accepting the grantgrant of the Option, you acknowledgeParticipant acknowledges, understand understands and agree agrees that: (a) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past; (c) all decisions with respect to future option grants, if any, will be at the sole discretion of the Administrator; (d) Participant is voluntarily participating in the Plan; (e) the Option and the Shares shares of Common Stock subject to the Stock Units Option are not intended to replace any pension rights or compensationrights; (bf) nothing in the Stock Units Plan or the Terms shall confer upon Participant any right to continue in the employ or service of the Company or any Affiliate or shall interfere with or restrict in any way the rights of the Company and the Shares of Common Stock subject its Affiliates, which rights are hereby expressly reserved, to discharge or terminate Participant’s services at any time for any reason whatsoever, with or without cause, except to the Stock Units extent expressly provided otherwise in a Written Agreement between the Company or an Affiliate and Participant; (g) if Participant exercises the income Option and obtains shares of Stock, the value of samethose shares purchased upon exercise may increase or decrease in value, are not part of normal or expected compensation for any purposeeven below the exercise price; (ch) if the underlying shares of Stock do not increase in value, the Option will have no intrinsic value; (i) the future value of the underlying Shares shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certaintypredicted; (dj) no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Stock Units Option resulting from your Participant’s Termination of Employment by the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are Participant is employed or the terms of your Participant’s employment agreementcontract, if any), and in consideration of as a condition to receiving the grant of Stock Units to which you are otherwise not entitledOption grant, you Participant irrevocably agree agrees (i) never to institute any claim against NCRthe Company, the Employer or any other Affiliate in the event of its Subsidiaries any such termination of the Option, (ii) to waive his or Affiliates or the Employer, waive your her ability, if any, to bring any such claim, and (iii) to release NCRthe Company, its Subsidiaries and Affiliates, and the Employer and all other Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you Participant shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claimclaims; (ek) for purposes except as provided otherwise in Section 3.2 or 3.5, in the event of the Stock Units, your employment or service relationship will be considered terminated as Participant’s Termination of the date you are no longer actively providing services to NCR or the Employer Employment (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are Participant is employed or the terms of your Participant’s employment agreementcontract, if any) and unless otherwise expressly provided in this Agreement or determined by NCR), your Participant’s right to vest in the Stock Units Option under the Plan, if any, B-9 will terminate effective as of such the date that Participant is no longer actively employed; furthermore, in the event of Participant’s Termination of Employment, Participant’s right to exercise the Option after Termination of Employment, if any, will be measured by the date of termination of active employment and will not be extended by any notice period mandated under local law (for examplee.g., your period of service active employment would not include any contractual notice period or any a period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if anypursuant to local law); the Committee Administrator shall have the exclusive discretion to determine when you are Participant is no longer actively providing services employed for purposes of your Award Participant’s Option grant (including whether you Participant may still be considered to be providing services while on a leave of absence); (fl) unless otherwise if Participant resides outside the U.S., the following additional provisions shall apply: (i) the Option and the shares of Stock subject to the Option are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of Participant’s employment contract, if any; (ii) except as explicitly provided in pursuant to the Plan or terms of a written benefit plan maintained by the Company in its discretionor any Affiliate, the Award Option and the shares of Stock subject to the Option are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits evidenced by this Agreement do not create or similar payments and in no event should be considered as compensation for, or relating in any entitlement to have way to, past services for the Award Company, the Employer or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares other Affiliate; and (iii) Participant acknowledges and agrees that none of the Company; and (g) neither NCR, the Employer nor or any Subsidiary or other Affiliate shall be liable for any foreign exchange rate fluctuation between your Participant’s local currency and the United States Dollar U.S. dollar that may affect the value of the Stock Units Option or of any amounts due to you Participant pursuant to the settlement of the Stock Units Option or the subsequent sale of any Shares shares of Common Stock acquired upon settlement. 5.4.

Nature of Grant. The following provision supplements Section 10 of the Award Agreement (Nature of Grant): In accepting the grantAward, you acknowledgeconsent to participation in the Plan and acknowledge that you have received a copy of the Plan. You understand that the Company has unilaterally, gratuitously and discretionally decided to grant Units under the Plan to individuals who may be employees of the Company or its Subsidiaries throughout the world. This decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or any of its Subsidiaries other than as expressly set forth in the Plan and the Agreement. Consequently, you understand that the Units are granted on the assumption and condition that the Units and any shares of Common Stock issued upon vesting of the Units are not a part of any employment contract (either with the Company or any Subsidiary) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. MARCH 2017 -37- Further, you understand and agree that: (a) , unless otherwise expressly provided for by the Stock Company or set forth in the Agreement, the Units and the Shares will be cancelled without entitlement to any shares of Common Stock if your employment is terminated for any reason, including, but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without good cause (i.e., subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares a “despido improcedente”), material modification of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c) the future value of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, or under Article 10.3 of Royal Decree 1382/1985. The Company, in its sole discretion, shall determine the date when your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) has terminated for purposes of the Stock Units. In addition, your employment you understand that this grant would not be made to you but for the assumptions and conditions referred to above; thus, you acknowledge and freely accept that should any or service relationship will be considered terminated as all of the date you are no longer actively providing services to NCR assumptions be mistaken or the Employer (regardless should any of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will conditions not be extended by met for any notice period (for examplereason, your period of service would not include then any contractual notice period grant of, or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretionright to, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate Units shall be liable for any foreign exchange rate fluctuation between your local currency null and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.void. NOTIFICATIONS

Nature of Grant. In accepting the grantgrant of the Option, you acknowledgeParticipant acknowledges, understand understands and agree agrees that: (a) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted repeatedly in the past; (c) all decisions with respect to future option grants, if any, will be at the sole discretion of the Administrator; (d) Participant is voluntarily participating in the Plan; (e) the Option and the Shares shares of Common Stock subject to the Stock Units Option are not intended to replace any pension rights or compensationrights; (bf) nothing in the Stock Units Plan or the Terms shall confer upon Participant any right to continue in the employ or service of the Company or any Affiliate or shall interfere with or restrict in any way the rights of the Company and the Shares of Common Stock subject its Affiliates, which rights are hereby expressly reserved, to discharge or terminate Participant’s services at any time for any reason whatsoever, with or without cause, except to the Stock Units extent expressly provided otherwise in a Written Agreement between the Company or an Affiliate and Participant; (g) if Participant exercises the income Option and obtains shares of Stock, the value of samethose shares purchased upon exercise may increase or decrease in value, are not part of normal or expected compensation for any purposeeven below the exercise price; (ch) if the underlying shares of Stock do not increase in value, the Option will have no intrinsic value; (i) the future value of the underlying Shares shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certaintypredicted; (dj) no claim or entitlement to compensation or damages shall arise from forfeiture termination of the Stock Units Option resulting from your Participant’s Termination of Employment by the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are Participant is employed or the terms of your Participant’s employment agreementcontract, if any), and in consideration of as a condition to receiving the grant of Stock Units to which you are otherwise not entitledOption grant, you Participant irrevocably agree agrees (i) never to institute any claim against NCRthe Company, the Employer or any other Affiliate in the event of its Subsidiaries any such termination of the Option, (ii) to waive his or Affiliates or the Employer, waive your her ability, if any, to bring any such claim, and (iii) to release NCRthe Company, its Subsidiaries and Affiliates, and the Employer and all other Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you Participant shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claimclaims; (ek) for purposes except as provided otherwise in Section 3.2 or 3.5, in the event of the Stock Units, your employment or service relationship will be considered terminated as Participant’s Termination of the date you are no longer actively providing services to NCR or the Employer Employment (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are Participant is employed or the terms of your Participant’s employment agreementcontract, if any) and unless otherwise expressly provided in this Agreement or determined by NCR), your Participant’s right to vest in the Stock Units Option under the Plan, if any, A-9 will terminate effective as of such the date that Participant is no longer actively employed; furthermore, in the event of Participant’s Termination of Employment, Participant’s right to exercise the Option after Termination of Employment, if any, will be measured by the date of termination of active employment and will not be extended by any notice period mandated under local law (for examplee.g., your period of service active employment would not include any contractual notice period or any a period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if anypursuant to local law); the Committee Administrator shall have the exclusive discretion to determine when you are Participant is no longer actively providing services employed for purposes of your Award Participant’s Option grant (including whether you Participant may still be considered to be providing services while on a leave of absence); (fl) unless otherwise if Participant resides outside the U.S., the following additional provisions shall apply: (i) the Option and the shares of Stock subject to the Option are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or the Employer, and which is outside the scope of Participant’s employment contract, if any; (ii) except as explicitly provided in pursuant to the Plan or terms of a written benefit plan maintained by the Company in its discretionor any Affiliate, the Award Option and the shares of Stock subject to the Option are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits evidenced by this Agreement do not create or similar payments and in no event should be considered as compensation for, or relating in any entitlement to have way to, past services for the Award Company, the Employer or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares other Affiliate; and (iii) Participant acknowledges and agrees that none of the Company; and (g) neither NCR, the Employer nor or any Subsidiary or other Affiliate shall be liable for any foreign exchange rate fluctuation between your Participant’s local currency and the United States Dollar U.S. dollar that may affect the value of the Stock Units Option or of any amounts due to you Participant pursuant to the settlement of the Stock Units Option or the subsequent sale of any Shares shares of Common Stock acquired upon settlement. 5.4.

Nature of Grant. In accepting the grantRestricted Stock Units, you acknowledgeconsent to participate in the Plan and acknowledge that you have received a copy of the Plan, the Agreement and this Appendix A. You understand that the Company has unilaterally, gratuitously and discretionally decided to grant Restricted Stock Units under the Plan to individuals who may be Service Providers of the Company or any Affiliate throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliate. Consequently, you understand that the Restricted Stock Units are granted on the assumption and condition that the Restricted Stock Units and any shares of Stock issued upon vesting of the Restricted Stock Units are not part of any employment contract (either with the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, you understand that the Restricted Stock Units would not be granted to you but for the assumptions and conditions referred to herein; thus, you acknowledge and freely accept that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Restricted Stock Units and any right to the Restricted Stock Units shall be null and void. You understand and agree that: (a) the Stock Units and the Shares of Common Stock subject to the Stock Units are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c) the future value of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration as a condition of the grant of the Restricted Stock Units, the termination of your status as a Service Provider for any reason (including the reasons below) will automatically result in the loss of the Restricted Stock Units to which you are otherwise the extent the Restricted Stock Units have not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated vested as of the date you are no longer actively providing services Service to NCR the Company or the Employer (regardless Employer. In particular, you understand and agree that any unvested Restricted Stock Units as of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes Service will be forfeited without entitlement to the underlying shares of Stock or to any amount of indemnification in the event of a termination of your Award (including whether you may still be considered status as a Service Provider by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be providing services while with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on a leave objective grounds, whether adjudged or recognized to be with or without cause, material modification of absence); (f) unless otherwise provided the terms of employment under Article 41 of the Workers' Statute, relocation under Article 40 of the Workers' Statute, Article 50 of the Workers' Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985. You acknowledge that you have read and specifically accept the conditions referred to in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares following provisions of the CompanyAgreement: Vesting, Share Delivery; Vested Units, Tax-Related Items and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value Nature of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementGrant.

Nature of Grant. In accepting the grantRSUs, you acknowledge, understand and agree that: (a) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature, and the Shares Company may amend, modify, suspend or terminate the Plan at any time, to the extent permitted by the Plan; (b) the grant of Common RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs or benefits in lieu of RSUs, even if RSUs have been granted in the past; (c) all decisions with respect to future RSUs or other grants, if any, will be at the sole discretion of the Company; (d) this Agreement does not give you the right to remain retained or employed by the Company or your Employer (or any of their Subsidiaries or Affiliates) in any capacity; (e) the Company and your Employer (or any of their Subsidiaries or Affiliates) reserve the right to terminate your Service at any time and for any reason, in accordance with Applicable Laws; (f) if you are not providing Service to the Company or your Employer, this RSU grant does not establish an employment or other Service relationship with the Company; (g) you are voluntarily participating in the Plan; (h) the RSUs and the shares of Stock subject to the Stock Units RSUs, and the income from and value of same, are not intended to replace any pension rights or compensation; (bi) the Stock Units RSUs and the Shares share of Common Stock subject to the Stock Units RSUs, and the income from and value of same, are not part of normal or expected compensation for purposes of, without limitation, calculating any purposeseverance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar mandatory payments; (cj) the future value of the underlying Shares shares of Common Stock subject to the RSUs is unknown, indeterminable indeterminable, and cannot be predicted with certainty; (dk) no claim or entitlement to compensation or damages shall arise from the forfeiture of the RSUs or recovery by the Company of any shares of Stock Units resulting from (i) the termination of your Termination of Employment Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction where you are employed or the terms of your employment agreementotherwise rendering services, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment or service agreement, if any) and and/or (ii) the application of any recoupment, recovery or clawback policy, as described in the “Clawback” section below; (l) unless otherwise expressly provided in this Agreement or determined by NCRagreed with the Company, your right to vest in the RSUs and shares of Stock Units acquired under the Plan, if anyand the income from and value of same, will terminate are not granted as of such date and will not be extended by consideration for, or in connection with, any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether Service you may still be considered to be providing services while on provide as a leave director of absence)any Subsidiary or Affiliate; (fm) unless otherwise provided in the Plan or by the Company in its discretion, the Award RSUs and the benefits evidenced by this the Agreement do not create any entitlement to have the Award or any such benefits RSUs transferred to, or assumed by, another company company, nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares shares of the CompanyStock; and (gn) the following provisions shall be applicable only to employees outside the U.S.: (i) the RSUs and the shares of Stock subject to the RSUs, and the income from and value of same, are not part of normal or expected compensation for any purpose; and (ii) neither NCRthe Company, the Employer Employer, nor any other Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units RSUs or of any amounts due to you pursuant to the settlement of the Stock Units upon vesting or the subsequent sale of any Shares shares of Common Stock acquired upon settlementunder the Plan. Data Privacy Data Collection and Usage. The Company and any Subsidiaries or Affiliates, including the Employer, may collect, process and use certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social security, social insurance, passport or other identification number, salary, nationality, job title, any shares of Stock or directorships held in the Company or any of its Subsidiaries or Affiliates, details of all awards or any other entitlement to shares of Stock or equivalent benefits awarded, canceled, exercised, vested, unvested or outstanding in your favor (“Data”), for the purposes of implementing, administering and managing the Plan. The legal basis, where required, for the processing of Data by the Company and the third-party service providers described below is the necessity of the data processing for the Company to perform its contractual obligations under this Agreement and the Company’s legitimate business interest of managing the Plan and generally administering the Awards. California residents please note, the categories of personal information, including sensitive personal information, are (i) identifiers, (ii) characteristics of protected classifications under California or federal law, (iii) professional or employment related information, (iv) social security, driver’s license, state identification card, or passport number, and (v) any personal information that identifies, relates to, describes, or is capable of being associated with a particular individual. The personal information is not sold or shared for cross-context behavioral advertising. The California Consumer Privacy Act Policy is available at Insulet's California Privacy Policy(1). Plan Administration Service Providers. The Company transfers Data to Fidelity Stock Plan Services, LLC (“Fidelity”), an independent service provider based in the United States, which assists the Company with the implementation, administration and management of the Plan. You acknowledge and understand that Fidelity will open an account for you to receive and trade shares of Stock acquired under the Plan and that you will be asked to agree on separate terms and data processing practices with Fidelity, with such agreement being a condition to the ability to participate in the Plan. The legal basis for the transfer of Data by the Company to Fidelity is your consent. As a result, in the absence of appropriate safeguards such as standard data protection clauses, the processing of your Data in the United States or, as the case may be, other countries, may not be subject to substantive data processing principles or supervision by data protection authorities. In addition, you may not have enforceable rights regarding the processing of Data in such countries. The Company provides appropriate safeguards for protecting Data that it receives in the United States through its adherence to data transfer agreements entered into between the Company and its Subsidiaries and Affiliates within the EU and other non-U.S. jurisdictions. International Data Transfers. The Company and its service providers are based in the United States. Your country or jurisdiction may have different data privacy laws and protections than the United States. The Company’s legal basis, where required, for the transfer of Data is your consent. Data Retention. The Company will hold and use Data only as long as is necessary to implement, administer and manage your participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax and securities laws. Voluntariness and Consequences of Consent Denial or Withdrawal. Participation in the Plan is voluntary and you are providing the consents herein on a purely voluntary basis. You understand that you may withdraw your consent at any time with future effect for any or no reason. If you do not consent, or if you later seek to revoke your consent, your salary from or employment and career with the Employer will not be affected; the only consequence of refusing or withdrawing your consent is that the Company would not be able to grant RSUs or other equity awards to you or administer or maintain your participation in the Plan. Data Subject Rights. You may have a number of rights under data privacy laws in your jurisdiction. Depending on where you are based, such rights may include the right to (i) request access or copies of Data the Company processes, (ii) rectification of incorrect Data, (iii) deletion of Data, (iv) restrictions on processing of Data, (v) portability of Data, (vi) lodge complaints with competent authorities in your jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, you can contact your local human resources representative. Alternative Basis for Data Processing/Transfer. You understand that in the future, the Company may rely on a different legal basis for the processing and/or transfer of Data and/or request that you provide another data privacy consent form. Upon request of the Company or the Employer, you agree to provide an executed data privacy consent form (or any other agreements or consents) that the Company and/or the Employer may deem necessary to obtain from you for the purpose of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and agree that you will not be able to participate in the Plan if you fail to provide any such consent or agreement requested by the Company and/or the Employer.

Nature of Grant. In accepting the grantRSUs, you acknowledge, understand and agree Participant acknowledges that: (a) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time; (b) the grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs even if RSUs have been granted repeatedly in the past; (c) all decisions with respect to future awards of RSUs, if any, will be at the sole discretion of the Company; (d) Participant’s participation in the Plan is voluntary; (e) RSUs and the Shares of Common Stock subject to the Stock Units RSUs are extraordinary items that do not constitute compensation of any kind for services rendered of any kind to the Company, any Subsidiary or the Employer, and that are outside the scope of Participant’s employment contract, if any; (f) RSUs and the Shares subject to the RSUs are not intended to replace any pension rights or compensation; (bg) the Stock Units RSUs and the Shares of Common Stock subject to the Stock Units and the income and value of same, RSUs are not part of normal or expected compensation or salary for any purposepurposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, any Subsidiary or the Employer; (ch) the future value of the underlying Shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; (di) in consideration of the award of RSUs, no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units RSUs resulting from your Termination termination of Employment Participant’s employment by the Company, any Subsidiary or the Employer (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) and Participant irrevocably releases the jurisdiction where you are employed or Company, the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and Subsidiary and/or the Employer from any such claimclaim that may arise; if, notwithstanding the foregoing, any such claim is allowed found by a court of competent jurisdictionjurisdiction to have arisen, then, by participating in the Plan, you Participant shall be deemed irrevocably to have agreed not waived his or her entitlement to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; and (ej) for purposes in the event of the Stock Units, your termination of Participant’s employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreementlocal labor laws), if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your Participant’s right to receive RSUs and vest in the Stock Units under the Plan, if any, will terminate effective as of such the date that Participant is no longer actively employed and will not be extended by any notice period (for examplemandated under local law ( e.g., your period of service active employment would not include any contractual notice period or any a period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if anypursuant to local law); the Committee Board shall have the exclusive discretion to determine when you are Participant is no longer actively providing services employed for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlementRSUs.

Nature of Grant. In accepting the grant, you acknowledgethe Executive acknowledges, understand understands, and agree agrees that: (a) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Shares of Common Stock subject to Company at any time, unless otherwise provided in the Stock Units Plan and this Agreement, and any such modification, amendment, suspension or termination will not constitute a constructive or wrongful dismissal; (b) the RSUs are extraordinary items and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or welfare or retirement benefits or similar payments; (c) in no event should the RSUs be considered as compensation for, or relating in any way to, past services for the Company or the Service Recipient, nor are the RSUs or the underlying Shares intended to replace any pension rights or compensation; 6. (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (cd) the future value of the underlying Shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; (de) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Executive’s participation in the Plan or the RSUs; (f) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units RSUs resulting from your Termination termination of Employment the Executive’s Service (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if anylocal labor laws), and in consideration of the grant of Stock Units the RSUs to which you are the Executive is otherwise not entitled, you the Executive irrevocably agree (i) agrees never to institute any such claim against NCR, any of its Subsidiaries or Affiliates the Company or the EmployerService Recipient, waive your (ii) waives the Executive’s ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, (iii) releases the Company and the Employer Service Recipient from any such claim; if. If, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you the Executive shall be deemed irrevocably to have agreed not to pursue such claim and agree agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Award (including whether you may still be considered to be providing services while on a leave of absence); (f) unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Companyclaims; and (g) neither NCRthe Executive is hereby advised to consult with personal tax, legal and financial advisors regarding participation in the Employer nor Plan before taking any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant action related to the settlement of the Stock Units RSUs or the subsequent sale of any Shares of Common Stock acquired upon settlementPlan. 17.

Nature of Grant. In accepting the grant, you acknowledgethe Grantee acknowledges, understand understands and agree agrees that: (a1) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (2) all decisions with respect to future PSU or other grants, if any, will be at the sole discretion of the Company; (3) the Grantee is voluntarily participating in the Plan; (4) the PSU and the Shares shares of Common Stock subject to the Stock Units PSU are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c5) the future value of the underlying Shares shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d6) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units PSUs resulting from your Termination the termination of Employment the Grantee's employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or the terms of your the Grantee's employment agreement, if any), and in consideration of the grant of Stock Units the PSUs to which you are the Grantee is otherwise not entitled, you the Grantee irrevocably agree agrees never to institute any claim against NCRthe Company, any of its Subsidiaries or Affiliates or the Employer, waive your waives the Grantee's ability, if any, to bring any such claim, and release NCRreleases the Company, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e7) for purposes of the Stock UnitsPSUs, your the Grantee's employment or service relationship will be considered terminated as of the date you are the Grantee is no longer actively providing services to NCR the Company or the Employer one of its Subsidiaries (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or providing services or the terms of your the Grantee's employment or service agreement, if any) and unless otherwise expressly provided in this Agreement these Terms and Conditions or determined by NCRthe Company, your the Grantee's right to vest in the Stock Units PSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., your the Grantee's period of service would not include any contractual notice period or any period of “"garden leave” " or similar period mandated under employment laws in the jurisdiction where you are the Grantee is employed or providing services or the terms of your the Grantee's employment or service agreement, if any); the Committee Company shall have the exclusive discretion to determine when you are the Grantee is no longer actively providing services for purposes of your Award the Grantee's PSU grant (including whether you the Grantee may still be considered to be providing services while on a an approved leave of absence); (f) 8) unless otherwise provided in the Plan or by the Company in its discretion, the Award PSUs and the benefits evidenced by this Agreement these Terms and Conditions do not create any entitlement to have the Award PSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares shares of the Company; (9) the PSUs and the shares of Common Stock subject to the PSUs, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, 000-0000-0000/1/AMERICAS calculating severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; and (g10) the Grantee acknowledges and agrees that neither NCRthe Company, the Employer nor any Subsidiary subsidiary or Affiliate affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your the Grantee's local currency and the United States Dollar that may affect the value of the Stock Units PSUs or of any amounts due to you the Grantee pursuant to the settlement of the Stock Units PSUs or the subsequent sale of any Shares shares of Common Stock acquired upon settlement.

Nature of Grant. In accepting the grantOption, you acknowledgeParticipant acknowledges, understand understands and agree agrees that: (a) a)the Plan is established voluntarily by the Stock Units Company, it is discretionary in nature and it may be amended, altered or discontinued by the Company at any time, to the extent permitted by the Plan; (b)the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted in the past; (c)all decisions with respect to future option grants, if any, will be at the sole discretion of the Company; (d)Participant is voluntarily participating in the Plan; (e)the Option and the Shares of Common Stock subject to the Stock Units Option, and the income and value of same, are not intended to replace any pension rights or compensation; (b) the Stock Units f)the Option and the Shares of Common Stock subject to the Stock Units Option, and the income and value of same, are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (c) g)unless otherwise agreed with the Company, the Option and the Shares subject to the Option, and the income and value of same, are not granted as consideration for, or in connection with, services Participant may provide as a director of an Affiliate; (h)the grant of the Option and Participant’s participation in the Plan will not create a right to employment or be interpreted as forming or amending an employment or service contract with the Company, the Employer or any Affiliate and will not interfere with the ability of the Company, the Employer or any Affiliate, as applicable, to terminate Participant’s employment or service relationship (if any); (i)the future value of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; if the Shares subject to the Option do not increase in value, the Option will have no value; if Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease, even below the exercise price; (d) no j)no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units Option resulting from your Termination of Employment Participant ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are Participant is employed or the terms of your Participant’s employment agreement, if any), and in consideration ) or from cancellation of the grant Option or recoupment of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any financial gain resulting from exercise of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating Option as described in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claimSection 13 below; (e) for k)for purposes of the Stock UnitsOption, your Participant’s employment or other service relationship will be considered terminated as of the date you are Participant is no longer actively providing services to NCR the Company or the Employer one of its Affiliates (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are Participant is employed or the terms of your Participant’s employment agreement, if any) and and, unless otherwise expressly provided in this Award Agreement or determined by NCRthe Company, your Participant’s right to vest in the Stock Units Option under the Plan, if any, will terminate as of such date, or will be measured with reference to such date in the case of a Group Termination Event, and will not be extended by any notice period (for examplee.g., your Participant’s period of active service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are Participant is employed or the terms of your Participant’s employment agreement, if any); furthermore, in the event of termination of Participant’s employment or other service relationship (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), Participant’s right to exercise the Option after termination of employment, if any, will be measured with reference to such date and will not be extended by any notice period; the Committee shall have the exclusive discretion to determine when you are Participant is no longer actively providing services for purposes of your Award the Option (including whether you Participant may still be considered to be providing services while on a leave of absence); (f) unless l)unless otherwise provided in the Plan or by the Company Company, in its discretion, the Award Option and the benefits evidenced by this Award Agreement do not create any entitlement to have the Award Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the CompanyShares; and (g) neither NCRm)neither the Company, nor the Employer nor any Subsidiary or Affiliate shall will be liable for any foreign exchange rate fluctuation between your Participant’s local currency and the United States Dollar that may affect the value of the Stock Units Option or of any amounts due to you Participant pursuant to the settlement exercise of the Stock Units Option or the subsequent sale of any Shares of Common Stock acquired upon settlementexercise. 0.

Nature of Grant. In accepting the grant, you acknowledgethe Grantee acknowledges, understand understands and agree agrees that: (a1) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (2) all decisions with respect to future RSU or other grants, if any, will be at the sole discretion of the Company; (3) the Grantee is voluntarily participating in the Plan; (4) 000-0000-0000/1 the RSU and the Shares shares of Common Stock subject to the Stock Units RSU are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c5) the future value of the underlying Shares shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; (d6) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units RSUs resulting from your Termination the termination of Employment the Grantee's employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or the terms of your the Grantee's employment agreement, if any), and in consideration of the grant of Stock Units the RSUs to which you are the Grantee is otherwise not entitled, you the Grantee irrevocably agree agrees never to institute any claim against NCRthe Company, any of its Subsidiaries or Affiliates or the Employer, waive your waives the Grantee's ability, if any, to bring any such claim, and release NCRreleases the Company, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you the Grantee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e7) for purposes of the Stock UnitsRSUs, your the Grantee's employment or service relationship will be considered terminated as of the date you are the Grantee is no longer actively providing services to NCR the Company or the Employer one of its Subsidiaries (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Grantee is employed or providing services or the terms of your the Grantee's employment or service agreement, if any) and unless otherwise expressly provided in this Agreement these Terms and Conditions or determined by NCRthe Company, your the Grantee's right to vest in the Stock Units RSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., your the Grantee's period of service would not include any contractual notice period or any period of “"garden leave” " or similar period mandated under employment laws in the jurisdiction where you are the Grantee is employed or providing services or the terms of your the Grantee's employment or service agreement, if any); the Committee Company shall have the exclusive discretion to determine when you are the Grantee is no longer actively providing services for purposes of your Award the Grantee's RSU grant (including whether you the Grantee may still be considered to be providing services while on a an approved leave of absence); (f) 8) unless otherwise provided in the Plan or by the Company in its discretion, the Award RSUs and the benefits evidenced by this Agreement these Terms and Conditions do not create any entitlement to have the Award RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares shares of the Company; (9) the RSUs and the shares of Common Stock subject to the RSUs, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; and (g10) the Grantee acknowledges and agrees that neither NCRthe Company, the Employer nor any Subsidiary subsidiary or Affiliate affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your the Grantee's local currency and the United States Dollar that may affect the value of the Stock Units RSUs or of any amounts due to you the Grantee pursuant to the settlement of the Stock Units RSUs or the subsequent sale of any Shares shares of Common Stock acquired upon settlement.

Nature of Grant. In accepting the grant, you acknowledgethe Participant acknowledges, understand understands and agree agrees that: (ai) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan; (ii) the grant of the PBS RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of PBS RSUs, or benefits in lieu of PBS RSUs, even if PBS RSUs have been granted in the past; (iii) all decisions with respect to future awards or other grants, if any, will be at the sole discretion of the Company; (iv) the Participant is voluntarily participating in the Plan; (v) the PBS RSUs and the Shares of Common Stock subject to the Stock Units PBS RSUs, and the income and value of same, are not intended to replace any pension rights or compensation; (bvi) the Stock Units PBS RSUs and the Shares of Common Stock subject to the Stock Units PBS RSUs, and the income and value of same, are not part of normal or expected compensation for purposes of, including, without limitation, calculating any purposeseverance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (cvii) the future value of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; 5 (dviii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units PBS RSUs resulting from your Termination the termination of Employment the Participant's employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Participant is employed or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to NCR or the Employer (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any) and unless otherwise expressly provided in this Agreement or determined by NCR, your right to vest in the Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for example, your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your Participant's employment agreement, if any); (ix) unless otherwise agreed with the Committee shall have Company, the exclusive discretion to determine when you PBS RSUs and the Shares, and the income and value of same, are no longer actively providing services for purposes not granted as consideration for, or in connection with, the service the Participant may provide as a director of your Award (including whether you may still be considered to be providing services while on a leave the Company or any member of absence)the Combined Group and its Affiliates; (fx) unless otherwise provided in the Plan or by the Company in its discretion, the Award PBS RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the Award PBS RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares shares of the Company; and (gxi) if the Participant resides outside the United States or is otherwise subject to the laws of a country outside the United States: (A) the PBS RSUs and the Shares subject to the PBS RSUs, and the income and value of same, are not part of normal or expected compensation for any purpose; and (B) neither NCRthe Company, the Employer nor or any Subsidiary member of the Combined Group or Affiliate its Affiliates shall be liable for any foreign exchange rate fluctuation between your the Participant's local currency and the United States Dollar that may affect the value of the Stock Units PBS RSUs or of any amounts due to you the Participant pursuant to the settlement of the Stock Units PBS RSUs or the subsequent sale of any Shares of Common Stock acquired upon settlement.. (e)

Nature of Grant. The following section is added to Section 5 of the Agreement: In accepting the grant, you acknowledgethe Employee acknowledges, understand understands and agree agrees that: (a1) the Stock Units Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Shares of Common Stock subject Company at any time, to the Stock Units extent permitted by the Plan; (2) all decisions with respect to future Restricted Share or other grants, if any, will be at the sole discretion of the Company; (3) the Employee is voluntarily participating in the Plan; (4) the Restricted Shares are not intended to replace any pension rights or compensation; (b) the Stock Units and the Shares of Common Stock subject to the Stock Units and the income and value of same, are not part of normal or expected compensation for any purpose; (c5) the future value of the underlying Shares shares of Common Stock common stock is unknown, indeterminable and cannot be predicted with certainty; (d6) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units Restricted Shares resulting from your Termination the termination of Employment the Employee’s employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Employee is employed or the terms of your the Employee’s employment agreement, if any), and in consideration of the grant of Stock Units the Restricted Shares to which you are the Employee is otherwise not entitled, you the Employee irrevocably agree agrees never to institute any claim against NCRthe Company, any of its Subsidiaries or Affiliates or the Employer, waive your waives the Employee’s ability, if any, to bring any such claim, and release NCRreleases the Company, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you the Employee shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (e7) for purposes of the Stock UnitsRestricted Shares, your the Employee’s employment or service relationship will be considered terminated as of the date you are the Employee is no longer actively providing services to NCR the Company or the Employer one of its Subsidiaries (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are the Employee is employed or providing services or the terms of your the Employee’s employment or service agreement, if any) and unless otherwise expressly provided in this Agreement these Terms and Conditions or determined by NCRthe Company, your the Employee’s right to vest in the Stock Units Restricted Shares under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., your the Employee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are the Employee is employed or providing services or the terms of your the Employee’s employment or service agreement, if any); the Committee Company shall have the exclusive discretion to determine when you are the Employee is no longer actively providing services for purposes of your Award the Employee’s Restricted Share grant (including whether you the Employee may still be ADDITIONAL TERMS AND CONDITIONS FOR INTERNATIONAL EMPLOYEES Exhibit 10.3 considered to be providing services while on a an approved leave of absence); (f) 8) unless otherwise provided in the Plan or by the Company in its discretion, the Award Restricted Shares and the benefits evidenced by this Agreement these Terms and Conditions do not create any entitlement to have the Award Restricted Shares or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares shares of the Company; (9) the Restricted Shares and the shares of common stock subject to the Restricted Shares, and the income and value of same, are not part of normal or expected compensation for any purpose, including, without limitation, calculating severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; and (g10) the Employee acknowledges and agrees that neither NCRthe Company, the Employer nor any Subsidiary subsidiary or Affiliate affiliate of the Company shall be liable for any foreign exchange rate fluctuation between your the Employee’s local currency and the United States Dollar that may affect the value of the Stock Units Restricted Shares or of any amounts due to you the Employee pursuant to the settlement of the Stock Units Restricted Shares or the subsequent sale of any Shares shares of Common Stock common stock acquired upon settlement.

Nature of Grant. In accepting the grant, you acknowledgeParticipant acknowledges, understand understands, and agree agrees that: (a) the grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past; (b) all decisions with respect to future Restricted Stock Units or other grants, if any, will be at the sole discretion of the Company; (c) Participant is voluntarily participating in the Plan; (d) the Restricted Stock Units and the Shares of Common Stock subject to the Restricted Stock Units are not intended to replace any pension rights or compensation; (be) the Restricted Stock Units and the Shares of Common Stock subject to the Restricted Stock Units Units, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any purposeseverance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (cf) the future value of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certaintypredicted; (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of Stock Units to which you are otherwise not entitled, you irrevocably agree never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agree to execute any and all documents necessary to request dismissal or withdrawal of such claim; (eg) for purposes of the Restricted Stock Units, your employment or service relationship Participant’s status as a Service Provider will be considered terminated as of the date you are Participant is no longer actively providing services to NCR the Company or the Employer any Parent or Subsidiary (regardless of the reason for such termination and whether or not later found to be found invalid or in breach of employment laws in the jurisdiction where you are employed Participant is a Service Provider or the terms of your Participant’s employment or service agreement, if any) ), and unless otherwise expressly provided in this Award Agreement (including by reference in the Notice of Grant to other arrangements or contracts) or determined by NCRthe Administrator, your Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (for examplee.g., your Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed Participant is a Service Provider or the terms of your Participant’s employment or service agreement, if any, unless Participant is providing bona fide services during such time); the Committee Administrator shall have the exclusive discretion to determine when you are Participant is no longer actively providing services for purposes of your Award the Restricted Stock Units grant (including whether you Participant may still be considered to be providing services while on a leave of absenceabsence and consistent with local law); (fh) unless otherwise provided in the Plan or by the Company in its discretion, the Award Restricted Stock Units and the benefits evidenced by this Award Agreement do not create any entitlement to have the Award or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and (g) neither NCR, the Employer nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Stock Units or of any amounts due to you pursuant to the settlement of the Stock Units or the subsequent sale of any Shares of Common Stock acquired upon settlement.any