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. In accepting the grant, you acknowledge, understand and agree that: : (a) the Stock Units and the Shares 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 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 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 shares of the Company; and 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.

Nature of Grant. In accepting the grantRSU Award, you acknowledge, understand the Participant acknowledges and agree agrees that: : (a) the Stock Units Plan is established voluntarily by the Company, is discretionary in nature and may be amended, suspended or terminated by the Shares of Common Stock subject to the Stock Units are not intended to replace Company at any pension rights or compensation; time; (b) the Stock Units grant of the RSU Award is voluntary and occasional and does not create any contractual or other right to receive future RSU Awards, or benefits in lieu of RSU Awards, even if RSU Awards have been granted repeatedly 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 purpose; past; (c) all decisions with respect to future RSU Awards, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) the future value of the Shares underlying Shares of Common Stock the RSU Award is unknown, indeterminable unknown and cannot be predicted with certainty; ; (df) no claim or entitlement to compensation or damages shall arise from the forfeiture of the Stock Units RSU Award resulting from your a Termination of Employment 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 RSU Award to which you are the Participant is otherwise not entitled, you the Participant irrevocably agree agrees never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Company and/or the Employer, waive your waives the Participant’s ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and releases the Company and/or 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 Participant 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 claimclaims; and (eg) for purposes the Participants residing outside of the Stock UnitsU.S.A.: (A) the RSU Award and any Shares acquired under the Plan are not intended to replace any pension rights or compensation; (B) the RSU Award is not part of normal or expected compensation or salary for any purposes, your employment including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, dismissal, bonuses, long-service awards, pension or service relationship will retirement or welfare benefits or similar payments and in no event should be considered terminated as compensation for, or relating in any way to past services for the Employer, the Company or any Parent, Subsidiary or Affiliate; and (C) in the event of the date you are no longer actively providing services to NCR or the Employer Participant’s Termination of Service (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 Stock Units RSU Award under the Plan, if any, will terminate effective as of such the 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 Termination 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)Service and; the Committee shall have the exclusive discretion to determine when you are the Participant is no longer actively providing services service 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 settlementRSU Award.

Nature of Grant. In accepting the grant, you acknowledge, understand and agree that: : (a) the Stock Units and the Shares shares of NCR Common Stock subject to the Stock Units are not intended to replace any pension rights or compensation; ; (b) the Stock Units and the Shares shares of NCR 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 shares of NCR 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 shares of the Company; and 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 NCR Common Stock acquired upon settlement.

Nature of Grant. In accepting the grantRSU Award, you acknowledge, understand the Participant acknowledges and agree agrees that: : (a) the Stock Units Plan is established voluntarily by the Company, is discretionary in nature and may be amended, suspended or terminated by the Shares of Common Stock subject to the Stock Units are not intended to replace Company at any pension rights or compensation; time; (b) the Stock Units grant of the RSU Award is voluntary and occasional and does not create any contractual or other right to receive future RSU Awards, or benefits in lieu of RSU Awards, even if RSU Awards have been granted repeatedly 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 purpose; past; (c) all decisions with respect to future RSU Awards, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) the future value of the Shares underlying Shares of Common Stock the RSU Award is unknown, indeterminable unknown and cannot be predicted with certainty; ; (df) no claim or entitlement to compensation or damages shall arise from the forfeiture of the Stock Units RSU Award resulting from your a Termination of Employment 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 RSU Award to which you are the Participant is otherwise not entitled, you the Participant irrevocably agree agrees never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Company and/or the Employer, waive your waives the Participant’s ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and releases the Company and/or 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 Participant 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 claimclaims; and (eg) for purposes if the Participant resides outside of the Stock UnitsU.S.A.: (A) the RSU Award and any Shares acquired under the Plan are not intended to replace any pension rights or compensation; (B) the RSU Award is not part of normal or expected compensation or salary for any purposes, your employment including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, dismissal, bonuses, long-service awards, pension or service relationship will retirement or welfare benefits or similar payments and in no event should be considered terminated as compensation for, or relating in any way to past services for the Employer, the Company or any Parent, Subsidiary or Affiliate; and (C) in the event of the date you are no longer actively providing services to NCR or the Employer Participant’s Termination of Service (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 anyand subject to Sections 1.1(b) and unless otherwise expressly provided in this Agreement or determined by NCR(c), your as applicable, the Participant’s right to vest in the Stock Units RSU Award under the Plan, if any, will terminate effective as of such the date and will not be extended by any notice period (for exampleof Termination of Service, 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); it being understood that the Committee shall have the exclusive discretion to determine when you are the Participant is no longer actively providing services service 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 settlementRSU Award.

Nature of Grant. In accepting the grantOption, you acknowledge, understand and agree that: : (a) the Stock Units Option and any Shares acquired under 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 the date you are no longer actively providing services to NCR 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 this Agreement or determined by NCR, (i) your right to vest in the Stock Units Option under the Plan, 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 after such Termination of Employment will commence on the date you cease to provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where you are employed or 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 shares of the Company; and 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 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 grantaward of Performance RSUs, you acknowledge, understand and agree the Grantee acknowledges that: : (a) the Stock Units Plan is discretionary in nature and established voluntarily by the Company and may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan, and the Shares award of Common Stock subject Performance RSUs is at the sole discretion of the Company and does not create any contractual or other right to receive future awards of Performance RSUs, or benefits in lieu of Performance RSUs even if Performance RSUs have been awarded repeatedly in the Stock Units are not intended to replace any pension rights or compensation; past; (b) the Stock Units award of Performance RSUs is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or to the Employer, and the Shares Performance RSUs are outside the scope of Common Stock subject to the Stock Units Grantee's employment contract, if any; (c) the Performance RSUs and the income and value of same, Dividend Equivalent RSUs are not part of normal or expected compensation or salary for any purpose; (c) the future value purposes, including, calculation of the underlying Shares any severance, resignation, termination, redundancy, end of Common Stock is unknownservice payments, indeterminable and cannot be predicted with certainty; bonuses, long-service awards, pension or retirement benefits or similar payments; (d) neither the award of Performance RSUs nor any provision of this Agreement nor the Plan confer upon the Grantee any right with respect to employment or continuation of current employment, and in the event that the Grantee is not an employee of the Company, the Performance RSUs shall not be interpreted to form an employment contract or relationship with the Company; and (e) no claim or entitlement to compensation or damages arises from termination of the Performance RSUs or Dividend Equivalent RSUs, and no claim or entitlement to compensation or damages shall arise from forfeiture any diminution in value of the Stock Units Performance RSUs, Dividend Equivalent RSUs, or shares received upon settlement of the Performance RSUs or Dividend Equivalent RSUs resulting from your Termination termination of Employment the Grantee's employment by 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 signing this Agreement, the Plan, 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; (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 grantaward of RSUs, you acknowledge, understand and agree the Grantee acknowledges that: : (a) the Stock Units Plan is discretionary in nature and established voluntarily by the Company and may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan, and the Shares award of Common Stock subject RSUs is at the sole discretion of the Company and does not create any contractual or other right to receive future awards of RSUs, or benefits in lieu of RSUs even if RSUs have been awarded repeatedly in the Stock Units are not intended to replace any pension rights or compensation; past; (b) the Stock Units RSUs and the Shares of Common Stock subject to the Stock Units and the income and value of same, Dividend Equivalent RSUs are not part of normal or expected compensation or salary for any purpose; purposes, including, calculation of any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (c) nothing in the future value Plan or in this Agreement will confer upon the Grantee any right to continue in the employ of the underlying Shares Company nor interfere with or restrict in any way the right of Common Stock the Company, which is unknownhereby expressly reserved, indeterminable and cannot be predicted to remove, terminate or discharge the Grantee at any time for any reason whatsoever, with certaintyor without cause; and (d) no claim or entitlement to compensation or damages arises from termination of the RSUs or Dividend Equivalent RSUs, and no claim or entitlement to compensation or damages shall arise from forfeiture any diminution in value of the Stock Units RSUs, Dividend Equivalent RSUs, or shares received upon settlement of the RSUs or Dividend Equivalent RSUs resulting from your Termination termination of Employment the Grantee's employment by 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 signing this Agreement, the Plan, 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; (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 grantAward, you acknowledgethe Grantee acknowledges, understand understands and agree agrees that: : (ai) 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 Company at any time, to the extent permitted by the Plan; (ii) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company; (iii) the grant of the PSUs and the Grantee’s 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 Grantee's employer or any Subsidiary, and shall not interfere with the ability of the Company, the Grantee's employer or any Subsidiary, as applicable, to terminate the Grantee’s employment or service relationship (if any); (iv) the Grantee is voluntarily participating in the Plan; (v) the PSUs and any Shares issued under the Plan and the income and value of Common Stock subject to the Stock Units same are not intended to replace any pension rights or compensation; ; (bvi) the Stock Units future value of the Shares underlying the PSUs is unknown and indeterminable; (vii) unless otherwise agreed with the Company, the Award and the Shares of Common Stock subject to the Stock Units Award, and the income and value of same, are not part granted as consideration for, or in connection with, the service Grantee may provide as a director of normal or expected compensation for any purpose; (c) the future value a Subsidiary of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; Company; (dviii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units PSUs resulting from your Termination of Employment separation from service (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 EmployerGrantee's employer, waive your waives his ability, if any, to bring any such claim, and release NCRreleases the Company, its Subsidiaries and Affiliates, and the Employer Grantee's 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; and (eix) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of Grantee acknowledges and agrees that neither 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 discretionCompany, 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 Grantee's employer nor any Subsidiary or Affiliate 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 vesting and settlement of the Stock Units PSU or the subsequent sale of any Shares of Common Stock acquired issued 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. In accepting the grantRestricted Share Units, you acknowledgethe Participant acknowledges, understand understands and agree agrees that: : (ai) the Stock RSU Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time; (ii) the grant of the Restricted Share Unit is voluntary and occasional and does not create any contractual or other right to receive future Awards, or benefits in lieu of Restricted Share Units, even if Restricted Share Units have been granted in the past; (iii) all decisions with respect to future Restricted Share Unit Awards or other grants, if any, will be at the sole discretion of the Company; (iv) the grant of the Restricted Share Units and the Participant’s participation in the RSU 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, and shall not interfere with the ability of the Company, the Employer or any Subsidiary, as applicable, to terminate the Participant’s employment or service relationship (if any); (v) the Participant is voluntarily participating in the RSU Plan; (vi) the Restricted Share Units and any Shares of Common Stock subject to issued under the Stock Units RSU 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; (cvii) the future value of the Shares underlying Shares of Common Stock the Restricted Share Units is unknown, indeterminable unknown and cannot be predicted with certainty; indeterminable; (dx) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units Restricted Share Unit resulting from your the occurrence of a Termination of Employment Event (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 the Participant’s employment agreement, if any), and in consideration of the grant of Stock the Restricted Share Units to which you are the Participant is otherwise not entitled, you the Participant irrevocably agree agrees never to institute any claim against NCRthe Company, any of its Subsidiaries or Affiliates or the Employer, waive your waives his 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 RSU Plan, you the 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 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); (fxi) unless otherwise provided in the RSU Plan or by the Company in its discretion, the Award Restricted Share Unit and the benefits evidenced by this Agreement do not create any entitlement to have the Award Restricted Share Unit 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 (xii) the Participant acknowledges and (g) agrees that neither NCRthe Company, the Employer nor any Subsidiary or Affiliate 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 Restricted Share Units or of any amounts due to you the Participant pursuant to the vesting and settlement of the Stock Units Restricted Share Unit or the subsequent sale of any Shares of Common Stock acquired issued upon settlement.

Nature of Grant. In accepting the grantAward, you acknowledgethe Grantee acknowledges, understand understands and agree agrees that: : (ai) 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 Company at any time, to the extent permitted by the Plan; (ii) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company; (iii) the grant of the PSUs and the Grantee’s 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 Grantee's employer or any Subsidiary, and shall not interfere with the ability of the Company, the Grantee's employer or any Subsidiary, as applicable, to terminate the Grantee’s employment or service relationship (if any); (iv) the Grantee is voluntarily participating in the Plan; (v) the PSUs and any Shares issued under the Plan and the income and value of Common Stock subject to the Stock Units same 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; (cvi) the future value of the Shares underlying Shares of Common Stock the PSUs is unknown, indeterminable and cannot be predicted with certainty; ; (dvii) unless otherwise agreed with the Company, the Award and the Shares subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, the service Grantee may provide as a director of a Subsidiary of the Company; (viii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units PSUs resulting from your Termination of Employment separation from service (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 EmployerGrantee's employer, waive your waives his ability, if any, to bring any such claim, and release NCRreleases the Company, its Subsidiaries and Affiliates, and the Employer Grantee's 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; and (eix) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of Grantee acknowledges and agrees that neither 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 discretionCompany, 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 Grantee's employer nor any Subsidiary or Affiliate 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 vesting and settlement of the Stock Units PSU or the subsequent sale of any Shares of Common Stock acquired issued 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. In accepting the grantAward, you acknowledgethe Grantee acknowledges, understand understands and agree agrees that: : (ai) 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 Company at any time, to the extent permitted by the Plan; (ii) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company; (iii) the grant of the PSUs and the Grantee’s 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 Grantee's employer or any Subsidiary, and shall not interfere with the ability of the Company, the Grantee's employer or any Subsidiary, as applicable, to terminate the Grantee’s employment or service relationship (if any); (iv) the Grantee is voluntarily participating in the Plan; (v) the PSUs and any Shares issued under the Plan and the income and value of Common Stock subject to the Stock Units same are not intended to replace any pension rights or compensation; ; (bvi) the Stock Units future value of the Shares underlying the PSUs is unknown and indeterminable; (vii) unless otherwise agreed with the Company, the Award and the Shares of Common Stock subject to the Stock Units Award, and the income and value of same, are not part granted as consideration for, or in connection with, the service Grantee may provide as a director of normal or expected compensation for any purpose; (c) the future value a Subsidiary of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; Company; (dviii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units PSUs resulting from your Termination of Employment Separation from Service (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 EmployerGrantee's employer, waive your waives his ability, if any, to bring any such claim, and release NCRreleases the Company, its Subsidiaries and Affiliates, and the Employer Grantee's 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; and (eix) for purposes of the Stock Units, your employment or service relationship will be considered terminated as of Grantee acknowledges and agrees that neither 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 discretionCompany, 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 Grantee's employer nor any Subsidiary or Affiliate 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 vesting and settlement of the Stock Units PSU or the subsequent sale of any Shares of Common Stock acquired issued upon settlement.

Nature of Grant. In accepting the grant, you acknowledgethe Team Member 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; ; (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 Team Member’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 Team Member’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 Team Member is otherwise not entitled, you the Team Member 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 Team Member’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 Team Member 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; claims; (eg) for purposes this Agreement is not a condition of the Stock Units, your Team Member’s employment or service relationship will be considered terminated as of continued employment; and (h) the date you are no longer actively providing services Team Member is hereby advised to NCR or the Employer (regardless of the reason for such termination consult with personal tax, legal 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 financial advisors regarding 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 RSUs or the subsequent sale of any Shares of Common Stock acquired upon settlementPlan.

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 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 By acknowledging and accepting this Agreement, the grantGrantee acknowledges, you acknowledge, 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) all decisions with respect to future grants of restricted stock units or other awards, if any, will be at the sole discretion of the Company; (c) the grant of RSUs and the Shares Grantee’s participation in the Plan shall not be interpreted as forming or amending an employment or service contract with the Company, and shall not interfere with any ability the Company or a Subsidiary may have to terminate the Grantee’s employment or service relationship (if any); (d) the Grantee is voluntarily participating in the Plan; (e) the RSUs and the shares of Common 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; ; (bf) the Stock Units RSUs and the Shares shares 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 or salary for any purpose; purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments; (cg) unless otherwise agreed with the Company in writing, the RSUs and the shares of Common Stock subject to the RSUs, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Grantee may provide as a director of any Subsidiary or Affiliate; (h) the future value of the underlying Shares 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 Stock Units RSUs resulting from your Termination of Employment the Grantee ceasing to provide employment or other services to the Company or any Subsidiary (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 whatsoever 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 the terms of your the Grantee’s 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); (fj) unless otherwise provided in the Plan or by the Company in its discretion, the Award RSUs and the benefits evidenced by this 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 shares of the Company; and and (gk) neither NCR, the Employer Company nor any Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between your the Grantee’s local currency and the United States U.S. 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 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 grant of the Units is voluntary and occasional and does not create any contractual or other right to receive future grants of units, or benefits in lieu of units, even if units have been granted repeatedly in the past; (iii) all decisions with respect to future Unit grants, if any, will be at the sole discretion of the Company; (iv) the Participant’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 the Participant’s employment or service relationship (if any) at any time; (v) the Participant is voluntarily participating in the Plan; (vi) the 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; (cvii) the future value of the underlying Shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; ; (dviii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination the Participant’s termination of Employment employment by the Company or the Employer (for any reason whatsoeverwhatsoever and whether or not in breach of any employment law in the country where the Participant resides, even it otherwise applicable to the Participant’s employment benefits from the Employer, 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 anyinvalid), and in consideration of the grant of Stock the Units to which you are the Participant is otherwise not entitled, you the Participant irrevocably agree agrees never to institute any claim against NCR, any of its Subsidiaries or Affiliates the Company or the Employer, waive your waives his or her ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, releases the Company 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 Participant 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 claimclaims; and (eix) the following provisions apply only to the Participants providing services outside the United States, as determined by the Company: (A) the Units and the Shares subject to the Units are an extraordinary item that does not constitute compensation of any kind for purposes services of any kind rendered to the Company or the Employer, and which is outside the scope 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 the jurisdiction where you are employed or the terms of your employment agreementcontract, if any; (B) the Units and unless otherwise expressly provided the Shares subject to the Units 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 or similar payments and in this Agreement no event should be considered as compensation for, or determined by NCRrelating in any way to, your right to vest past services for the Company, the Employer or any Subsidiary; and (C) the Unit grant and the Participant’s participation in the Stock Units under the Plan, if any, will terminate as of such date and Plan will not be extended by any notice period (for example, your period of interpreted to form an employment or service would not include any contractual notice period contract or relationship with the Company 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 grant, you acknowledgethe Team Member 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 PBRSUs 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 PBRSUs be considered as compensation for, or relating in any way to, past services for the Company or the Service Recipient, nor are the PBRSUs 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 Team Member’s participation in the Plan or the PBRSUs; (f) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units PBRSUs resulting from your Termination termination of Employment the Team Member’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 PBRSUs to which you are the Team Member is otherwise not entitled, you the Team Member 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 Team Member’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 Team Member 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; claims; (eg) for purposes this Agreement is not a condition of the Stock Units, your Team Member’s employment or service relationship will be considered terminated as of continued employment; and (h) the date you are no longer actively providing services Team Member is hereby advised to NCR or the Employer (regardless of the reason for such termination consult with personal tax, legal 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 financial advisors regarding 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 PBRSUs or the subsequent sale of any Shares of Common Stock acquired upon settlementPlan.

Nature of Grant. In accepting the grant, you acknowledgethe Team Member 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 Team Member’s participation in the Plan or the PSUs; (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 Team Member’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 Team Member is otherwise not entitled, you the Team Member 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 Team Member’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 Team Member 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 claimclaims; and (eg) for purposes of the Stock UnitsTeam Member is hereby advised to consult with personal tax, 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 legal 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 financial advisors regarding 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 PSUs or the subsequent sale of any Shares of Common Stock acquired upon settlementPlan.

Nature of Grant. In accepting the grantPSU Award, you acknowledge, understand the Participant acknowledges and agree agrees that: : (a) the Stock Units Plan is established voluntarily by the Company, is discretionary in nature and may be amended, suspended or terminated by the Shares of Common Stock subject to the Stock Units are not intended to replace Committee at any pension rights or compensation; time; (b) the Stock Units grant of the PSU Award is voluntary and occasional and does not create any contractual or other right to receive future PSU awards, or benefits in lieu of PSU awards, even if PSU awards have been granted repeatedly 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 purpose; past; (c) all decisions with respect to future PSU awards, if any, will be at the sole discretion of the Committee; (d) the Participant’s participation in the Plan is voluntary; (e) the future value of the underlying Shares shares of Common Stock underlying the PSU Award is unknown, indeterminable unknown and cannot be predicted with certainty; ; (df) the Participant’s participation in the Plan shall not create a right to further employment with the Company or the Employer and shall not interfere with the ability of the Company or the Employer to terminate the Participant’s employment relationship at any time; (g) this PSU Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Employer, the Company or any Parent, Subsidiary, or Affiliate of the Company and that is outside the scope of the Participant’s employment or service contract, if any; (h) no claim or entitlement to compensation or damages shall arise from the forfeiture of the Stock Units PSU Award resulting from your the Participant’s Termination of Employment 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 PSU Award to which you are the Participant is otherwise not entitled, you the Participant irrevocably agree agrees never to institute any claim against NCR, any of its Subsidiaries or Affiliates or a Company Group Member and/or the Employer, waive your waives the Participant’s ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and releases each such Company and/or 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 Participant 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 claimclaims; and (ei) for purposes if the Participant resides outside of the U.S.: (A) the PSU Award and any shares of Common Stock Unitsacquired under the Plan are not intended to replace any employee benefit rights or compensation; (B) the PSU Award is not part of normal or expected compensation or salary for any purposes, your employment including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, dismissal, bonuses, long-service awards, pension or service relationship will retirement or welfare benefits or similar payments and in no event should be considered terminated as compensation for, or relating in any way to past services for the Employer or any Company Group Member; and (C) in the event of the date you are no longer actively providing services to NCR or the Employer Participant’s Termination of Service (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), and subject to Section 1.1(c), as applicable, 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 Stock Units PSU Award under the Plan, if any, will terminate effective as of such the date and will not be extended by any notice period (for exampleof Termination of Service, 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); it being understood that the Committee shall have the exclusive discretion to determine when you are the Participant is no longer actively providing services service 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 settlementPSU Award.

Nature of Grant. In accepting the grantgrant of Restricted Stock Units, you acknowledgeParticipant acknowledges, understand understands and agree agrees that: : (a) 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, 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 of restricted stock units, or benefits in lieu of restricted stock units, even if restricted stock units have been granted repeatedly in the past; (c) subject to the terms of any other plan or program applicable to a Participant or any Written Agreement between the Company or a Affiliate and a Participant, all decisions with respect to future restricted stock unit grants, if any, will be at the sole discretion of the Company; (d) nothing in the 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 its Affiliates, which rights are hereby expressly reserved, to discharge or terminate Participant’s employment or services at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a Written Agreement between the Company or an Affiliate and Participant; (e) Participant is voluntarily participating in the Plan; (f) the Restricted Stock Units and the Shares shares of Common Stock subject to the Restricted Stock Units are not intended to replace any pension rights or compensation; rights; (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; (cg) the future value of the underlying Shares shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; predicted; (dh) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from your Participant’s Termination of Employment (Employment(regardless of the reason for any reason whatsoever, 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 in consideration of as a condition to receiving the grant of Restricted Stock Units to which you are otherwise not entitledUnits, 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 forfeiture, (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 claim; claims; (ei) for purposes except as provided otherwise in Section 2.3 or 2.4, 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 found 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 Restricted 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 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 Restricted Stock Unit grant (including whether you Participant may still be considered to be providing services while on a leave of absence); ; (fj) unless otherwise for Participants who reside outside of the U.S., the following additional provisions shall apply: (i) the Restricted Stock Units and the shares of Stock subject to the Restricted Stock Units 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 Restricted Stock Units and the shares of Stock subject to the Restricted Stock Units 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 Restricted Stock Units or of any amounts due to you Participant pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any Shares shares of Common Stock acquired upon settlement.

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 accepting the grantgrant of Restricted Stock Units, you acknowledgeParticipant acknowledges, understand understands and agree agrees that: : (a) 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, 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 of restricted stock units, or benefits in lieu of restricted stock units, even if restricted stock units have been granted repeatedly in the past; (c) subject to the terms of any other plan or program applicable to a Participant or any written agreement between the Company or an Affiliate and a Participant, all decisions with respect to future restricted stock unit grants, if any, will be at the sole discretion of the Company; (d) nothing in the 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 its Affiliates, which rights are hereby expressly reserved, to discharge or terminate Participant’s employment or services at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company or an Affiliate and Participant; (e) Participant is voluntarily participating in the Plan; (f) the Restricted Stock Units and the Shares shares of Common Stock subject to the Restricted Stock Units are not intended to replace any pension rights or compensation; rights; (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; (cg) the future value of the underlying Shares shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; predicted; (dh) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from your Participant’s Termination of Employment (regardless of the reason for any reason whatsoever, 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 in consideration of as a condition to receiving the grant of Restricted Stock Units to which you are otherwise not entitledUnits, 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 forfeiture, (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 claim; claims; (ei) for purposes except as provided otherwise in Section 2.3 or 2.4, 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 found 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 Restricted 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 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 Restricted Stock Unit grant (including whether you Participant may still be considered to be providing services while on a leave of absence); ; (fj) unless otherwise for Participants who reside outside the U.S., the following additional provisions shall apply: (i) the Restricted Stock Units and the shares of Stock subject to the Restricted Stock Units 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 Restricted Stock Units and the shares of Stock subject to the Restricted Stock Units 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 Restricted Stock Units or of any amounts due to you Participant pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any Shares shares of Common Stock acquired upon settlement.

Nature of Grant. In accepting the grantaward of Performance RSUs, you acknowledge, understand and agree the Grantee acknowledges that: : (a) the Stock Units Plan is discretionary in nature and established voluntarily by the Company and may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan, and the Shares award of Common Stock subject Performance RSUs is at the sole discretion of the Company and does not create any contractual or other right to receive future awards of Performance RSUs, or benefits in lieu of Performance RSUs even if Performance RSUs have been awarded repeatedly in the Stock Units are not intended to replace any pension rights or compensation; past; (b) the Stock Units award of Performance RSUs is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or to the Employer, and the Shares Performance RSUs are outside the scope of Common Stock subject to the Stock Units Grantee’s employment contract, if any; (c) the Performance RSUs and the income and value of same, Dividend Equivalent RSUs are not part of normal or expected compensation or salary for any purpose; (c) the future value purposes, including, calculation of the underlying Shares any severance, resignation, termination, redundancy, end of Common Stock is unknownservice payments, indeterminable and cannot be predicted with certainty; bonuses, long-service awards, pension or retirement benefits or similar payments; (d) neither the award of Performance RSUs nor any provision of this Agreement nor the Plan confer upon the Grantee any right with respect to employment or continuation of current employment, and in the event that the Grantee is not an employee of the Company, the Performance RSUs shall not be interpreted to form an employment contract or relationship with the Company; and (e) no claim or entitlement to compensation or damages arises from termination of the Performance RSUs or Dividend Equivalent RSUs, and no claim or entitlement to compensation or damages shall arise from forfeiture any diminution in value of the Stock Units Performance RSUs, Dividend Equivalent RSUs, or shares received upon settlement of the Performance RSUs or Dividend Equivalent RSUs resulting from your Termination termination of Employment the Grantee’s employment by 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 signing this Agreement, the Plan, 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; (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 grantAward, you acknowledgethe Participant acknowledges, understand understands and agree agrees 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 to the Stock Units are not intended to replace Company at any pension rights or compensation; time; (b) the Stock Units 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 even if restricted stock units have been granted repeatedly in the past; (c) all decisions with respect to future grants of restricted stock units, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan shall not create a right to further employment with the Company or the Employer and shall not interfere with the ability of the Company or Employer to terminate the Participant’s employment or service relationship (if any) at any time; (e) the Participant’s participation in the Plan is voluntary; (f) the grant of the Award and the Shares of Common Stock subject Participant’s participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Stock Units and the income and value of same, are not part of normal Company or expected compensation for any purpose; Affiliate; (cg) the future value of the underlying Shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; ; (dh) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units Award resulting from your Termination termination of Employment the Participant’s Business Relationship by the Company or any Affiliate (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 the Award to which you are the Participant is otherwise not entitled, you irrevocably agree the Participant agrees never to institute any claim against NCRthe Company or any Affiliate, 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 if not withstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall the 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 claim; claims; (ei) if the Participant’s Business Relationship ceases 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 any reason (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 receive and vest in the Stock Units RSUs 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 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); and the Committee shall have the exclusive discretion to determine when you are Participant no longer actively providing services has a Business Relationship for purposes of your Award the Award; (including whether you may still be considered j) the RSUs and the benefits under the Plan, if any, will not necessarily transfer to be providing services while on a leave of absence); (f) unless otherwise provided another company in the Plan case of a merger, take-over or by transfer of liability; and (k) for Participants outside the Company in its discretion, United States of America: (i) the Award and the benefits evidenced by this Agreement Shares subject to the Award are extraordinary items that do not create constitute compensation of any entitlement kind for services of any kind rendered to have the Company or any Affiliate, and that are outside the scope of the Participant’s employment or service contract, if any; (ii) the Award and the Shares subject to the Award are not intended to replace any pension rights or compensation; and (iii) the Award and the Shares subject to the Award are not part of normal or expected compensation or salary for any such benefits transferred purposes, including, but not limited to, calculating any severance, resignation, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or assumed by, another company nor to retirement or welfare benefits or similar payments and in no event should be exchanged, cashed out or substituted considered as compensation for, or relating in connection with any corporate transaction affecting the Shares of way to, past services for the Company; and (g) neither NCR, the Employer nor or 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 settlementAffiliate.

Nature of Grant. In accepting the grantRestricted Share Units, you acknowledgethe Participant acknowledges, understand understands and agree agrees that: : (ai) the Stock RSU Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time; (ii) the grant of the Restricted Share Unit is voluntary and occasional and does not create any contractual or other right to receive future Awards, or benefits in lieu of Restricted Share Units, even if Restricted Share Units have been granted in the past; (iii) all decisions with respect to future Restricted Share Unit Awards or other grants, if any, will be at the sole discretion of the Company; (iv) the grant of the Restricted Share Units and the Participant’s participation in the RSU 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, and shall not interfere with the ability of the Company, the Employer or any Subsidiary, as applicable, to terminate the Participant’s employment or service relationship (if any); (v) the Participant is voluntarily participating in the RSU Plan; (vi) the Restricted Share Units and any Shares of Common Stock subject to issued under the Stock Units RSU 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; (cvii) the future value of the Shares underlying Shares of Common Stock the Restricted Share Units is unknown, indeterminable unknown and cannot be predicted with certainty; indeterminable; (dx) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units Restricted Share Unit resulting from your the occurrence of a Termination of Employment Event (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 the Participant’s employment agreement, if any), and in consideration of the grant of Stock the Restricted Share Units to which you are the Participant is otherwise not entitled, you the Participant irrevocably agree agrees never to institute any claim against NCRthe Company, any of its Subsidiaries or Affiliates or the Employer, waive your waives his 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 RSU Plan, you the Participant 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); (fxi) unless otherwise provided in the RSU Plan or by the Company in its discretion, the Award Restricted Share Units and the benefits evidenced by this Agreement do not create any entitlement to have the Award Restricted Share 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 of the Company; and (xii) the Participant acknowledges and (g) agrees that neither NCRthe Company, the Employer nor any Subsidiary or Affiliate 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 Restricted Share Units or of any amounts due to you the Participant pursuant to the vesting and settlement of the Stock Units Restricted Share Unit or the subsequent sale of any Shares of Common Stock acquired issued upon settlement.

Nature of Grant. In accepting the grantaward of RSUs, you acknowledge, understand and agree the Grantee acknowledges that: : (a) the Stock Units Plan is discretionary in nature and established voluntarily by the Company and may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan, and the Shares award of Common Stock subject RSUs is at the sole discretion of the Company and does not create any contractual or other right to receive future awards of RSUs, or benefits in lieu of RSUs even if RSUs have been awarded repeatedly in the Stock Units are not intended to replace any pension rights or compensation; past; (b) the Stock Units RSUs and the Shares of Common Stock subject to the Stock Units and the income and value of same, Dividend Equivalent RSUs are not part of normal or expected compensation or salary for any purpose; purposes, including, calculation of any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (c) nothing in the future value Plan or in this Agreement will confer upon the Grantee any right to continue in the employ of the underlying Shares Company nor interfere with or restrict in any way the right of Common Stock the Company, which is unknownhereby expressly reserved, indeterminable and cannot be predicted to remove, terminate or discharge the Grantee at any time for any reason whatsoever, with certaintyor without cause; and (d) no claim or entitlement to compensation or damages arises from termination of the RSUs or Dividend Equivalent RSUs, and no claim or entitlement to compensation or damages shall arise from forfeiture any diminution in value of the Stock Units RSUs, Dividend Equivalent RSUs, or shares received upon settlement of the RSUs or Dividend Equivalent RSUs resulting from your Termination termination of Employment the Grantee’s employment by 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 signing this Agreement, the Plan, 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; (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 grant, you acknowledgethe Team Member 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; ; (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 Team Member’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 Team Member’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 Team Member is otherwise not entitled, you the Team Member 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 Team Member’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 Team Member 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 claimclaims; and (eg) for purposes of the Stock UnitsTeam Member is hereby advised to consult with personal tax, 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 legal 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 financial advisors regarding 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 RSUs 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 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 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); (f) 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; 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 accepting the grant, you acknowledgethe Team Member 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; ; (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 Team Member’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 Team Member’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 Team Member is otherwise not entitled, you the Team Member 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 Team Member’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 Team Member 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; claims; (eg) for purposes this Agreement is not a condition of the Stock Units, your Team Member’s employment or service relationship will be considered terminated as of continued employment; and (h) the date you are no longer actively providing services Team Member is xxxxxx advised to NCR or the Employer (regardless of the reason for such termination consult with personal tax, legal 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 financial advisors regarding 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 RSUs or the subsequent sale of any Shares of Common Stock acquired upon settlementPlan.

Nature of Grant. In accepting the grantRestricted Stock Unit Award, you acknowledge, understand acknowledge and agree 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 are not intended to replace any pension rights Plan, the Agreement or compensation; the Grant Notice; (b) the award of Restricted Stock Units is voluntary and the Shares occasional and does not create any contractual or other right to receive future awards of Common Restricted Stock subject to the Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units and or other Awards have been awarded repeatedly in the income and value of same, are not part of normal or expected compensation for any purpose; past; (c) all decisions with respect to future Awards, if any, will be at the sole discretion of the Company; (d) your participation in the Plan is voluntary; (e) the future value of the underlying Shares shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; ; (df) 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 (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 claim against NCR, any of its Subsidiaries or Affiliates or the EmployerCompany, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer Company 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; claims; (eg) for purposes of the Stock UnitsCompany is not providing any legal or financial advice, nor is the Company making any recommendations regarding 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 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 your acquisition 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 sale of the Companyunderlying shares of Stock; and (h) you are hereby advised to consult with your own personal legal and (g) neither NCR, financial advisors regarding your 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 grantSARs, you acknowledgethe Holder acknowledges, understand understands and agree agrees that: : (ai) 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; (ii) the grant of Common Stock subject the SARs 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 Stock Units past; (iii) all decisions with respect to future SARs grants, if any, will be at the sole discretion of the Company; (iv) the Holder’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 the Holder’s employment or service relationship (if any) at any time; (v) the Holder is voluntarily participating in the Plan; (vi) the SARs acquired under the 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; (cvii) the future value of the underlying Shares shares of Common Stock underlying the SARs is unknown, indeterminable and cannot be predicted with certainty; ; (dviii) if the underlying shares of Common Stock do not increase in value, the SARs will have no value; (ix) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units SARs resulting from your Termination the Holder’s termination of Employment employment by the Company or the Employer (for any reason whatsoeverwhatsoever and whether or not in breach of any employment law in the country where the Holder resides, even if otherwise applicable to the Holder’s employment benefits from the Employer, 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), invalid) and in consideration of the grant of Stock Units the SARs to which you are the Holder is otherwise not entitled, you the Holder irrevocably agree agrees never to institute any claim against NCR, any of its Subsidiaries or Affiliates the Company or the Employer, waive your waives his or her ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, releases the Company 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 Holder 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 claimclaims; and (ex) for purposes the following provisions apply only to the Holders providing services outside the United States, as determined by the Company: (A) the SARs are extraordinary items that are outside the scope of the Stock Units, your Holder’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 agreementcontract, if any; (B) the SARs 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 or similar payments and unless otherwise expressly provided in this Agreement no event should be considered as compensation for, or determined by NCRrelating in any way to, your right to vest past services for the Company, the Employer, or any Subsidiary; and (C) the SARs grant and the Holder’s participation in the Stock Units under the Plan, if any, will terminate as of such date and Plan will not be extended by any notice period (for example, your period of interpreted to form an employment or service would not include any contractual notice period contract or relationship with the Company 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 settlementSubsidiary.

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 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 grant of the Units is voluntary and occasional and does not create any contractual or other right to receive future grants of units, or benefits in lieu of units, even if units have been granted repeatedly in the past; (iii) all decisions with respect to future Unit grants, if any, will be at the sole discretion of the Company; (iv) the Participant’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 the Participant’s employment or service relationship (if any) at any time; (v) the Participant is voluntarily participating in the Plan; (vi) the 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; (cvii) the future value of the underlying Shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; ; (dviii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination the Participant’s termination of Employment employment by the Company or the Employer (for any reason whatsoeverwhatsoever and whether or not in breach of any employment law in the country where the Participant resides, even it otherwise applicable to the Participant’s employment benefits from the Employer, 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 anyinvalid), and in consideration of the grant of Stock the Units to which you are the Participant is otherwise not entitled, you the Participant irrevocably agree agrees never to institute any claim against NCR, any of its Subsidiaries or Affiliates the Company or the Employer, waive your waives his or her ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, releases the Company 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 Participant 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 claimclaims; and (eix) the following provisions apply only to the Participants providing services outside the United States, as determined by the Company: (A) the Units and the Shares subject to the Units are an extraordinary item that does not constitute compensation of any kind for purposes services of any kind rendered to the Company or the Employer, and which is outside the scope 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 the jurisdiction where you are employed or the terms of your employment agreementcontract, if any; (B) the Units and unless otherwise expressly provided the Shares subject to the Units 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 or similar payments and in this Agreement no event should be considered as compensation for, or determined by NCRrelating in any way to, your right to vest past services for the Company, the Employer or any Subsidiary; and (C) the Unit grant and the Participant’s participation in the Stock Units under the Plan, if any, will terminate as of such date and Plan will not be extended by any notice period (for example, your period of interpreted to form an employment or service would not include any contractual notice period contract or relationship with the Company 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 settlementSubsidiary.

Nature of Grant. In accepting the grantRSU Award, you acknowledge, understand the Participant acknowledges and agree agrees that: : (a) the Stock Units Plan is established voluntarily by the Company, is discretionary in nature and may be amended, suspended or terminated by the Shares of Common Stock subject to the Stock Units are not intended to replace Company at any pension rights or compensation; time; (b) the Stock Units grant of the RSU Award is voluntary and occasional and does not create any contractual or other right to receive future RSU Awards, or benefits in lieu of RSU Awards, even if RSU Awards have been granted repeatedly 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 purpose; past; (c) all decisions with respect to future RSU Awards, if any, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) the future value of the Shares underlying Shares of Common Stock the RSU Award is unknown, indeterminable unknown and cannot be predicted with certainty; ; (df) no claim or entitlement to compensation or damages shall arise from the forfeiture of the Stock Units RSU Award resulting from your a Termination of Employment 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 RSU Award to which you are the Participant is otherwise not entitled, you the Participant irrevocably agree agrees never to institute any claim against NCR, any of its Subsidiaries or Affiliates or the Company and/or the Employer, waive your waives the Participant’s ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and releases the Company and/or the 5/18 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 Participant 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 claimclaims; and (eg) for purposes the Participants residing outside of the Stock UnitsU.S.A.: (A) the RSU Award and any Shares acquired under the Plan are not intended to replace any pension rights or compensation; (B) the RSU Award is not part of normal or expected compensation or salary for any purposes, your employment including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, dismissal, bonuses, long-service awards, pension or service relationship will retirement or welfare benefits or similar payments and in no event should be considered terminated as compensation for, or relating in any way to past services for the Employer, the Company or any Parent, Subsidiary or Affiliate; and (C) in the event of the date you are no longer actively providing services to NCR or the Employer Participant’s Termination of Service (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 Stock Units RSU Award under the Plan, if any, will terminate effective as of such the 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 Termination 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)Service and; the Committee shall have the exclusive discretion to determine when you are the Participant is no longer actively providing services service 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 settlementRSU Award.

Nature of Grant. In accepting the grantRSU Award, you acknowledge, understand the Participant acknowledges and agree agrees that: : (a) the Stock Units Plan is established voluntarily by the Company, is discretionary in nature and may be amended, suspended or terminated by the Shares of Common Stock subject to the Stock Units are not intended to replace Committee at any pension rights or compensation; time; (b) the Stock Units grant of the RSU Award is voluntary and occasional and does not create any contractual or other right to receive future RSU awards, or benefits in lieu of RSU awards, even if RSU awards have been granted repeatedly 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 purpose; past; (c) all decisions with respect to future RSU awards, if any, will be at the sole discretion of the Committee; (d) the Participant’s participation in the Plan is voluntary; (e) the future value of the underlying Shares shares of Common Stock underlying the RSU Award is unknown, indeterminable unknown and cannot be predicted with certainty; ; (df) the Participant’s participation in the Plan shall not create a right to further employment with the Company or the Employer and shall not interfere with the ability of the Company or the Employer to terminate the Participant’s employment relationship at any time; (g) this RSU Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Employer, the Company or any Parent, Subsidiary, or Affiliate of the Company and that is outside the scope of the Participant’s employment or service contract, if any; (h) no claim or entitlement to compensation or damages shall arise from the forfeiture of the Stock Units RSU Award resulting from your the Participant’s Termination of Employment 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 RSU Award to which you are the Participant is otherwise not entitled, you the Participant irrevocably agree agrees never to institute any claim against NCR, any of its Subsidiaries or Affiliates or a Company Group Member and/or the Employer, waive your waives the Participant’s ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and releases each such Company and/or 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 Participant 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 claimclaims; and (ei) for purposes if the Participant resides outside of the U.S.: (A) the RSU Award and any shares of Common Stock Unitsacquired under the Plan are not intended to replace any employee benefit rights or compensation; (B) the RSU Award is not part of normal or expected compensation or salary for any purposes, your employment including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, dismissal, bonuses, long-service awards, pension or service relationship will retirement or welfare benefits or similar payments and in no event should be considered terminated as compensation for, or relating in any way to past services for the Employer or any Company Group Member; and (C) in the event of the date you are no longer actively providing services to NCR or the Employer Participant’s Termination of Service (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), and subject to Section 1.1(c), 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 Stock Units RSU Award under the Plan, if any, will terminate effective as of such the date and will not be extended by any notice period (for exampleof Termination of Service, 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); it being understood that the Committee shall have the exclusive discretion to determine when you are the Participant is no longer actively providing services service 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 settlementRSU Award.

Nature of Grant. In accepting the grantgrant of Restricted Stock Units, you acknowledgeParticipant acknowledges, understand understands and agree agrees that: : (a) 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, 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 of restricted stock units, or benefits in lieu of restricted stock units, even if restricted stock units have been granted repeatedly in the past; (c) subject to the terms of any other plan or program applicable to a Participant or any Written Agreement between the Company or a Affiliate and a Participant, all decisions with respect to future restricted stock unit grants, if any, will be at the sole discretion of the Company; (d) nothing in the Plan or the Terms shall in any way be construed or interpreted so as to affect adversely or otherwise impair the right of the Company or its stockholders to remove Participant from the Board at any time in accordance with the provisions of applicable law; (e) Participant is voluntarily participating in the Plan; (f) the Restricted Stock Units and the Shares shares of Common Stock subject to the Restricted Stock Units are not intended to replace any pension rights or compensation; rights; (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; (cg) the future value of the underlying Shares shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; predicted; (dh) no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from your Participant’s Termination of Employment Service (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 as a condition to receiving the grant of Restricted Stock Units to which you are otherwise not entitledUnits, you Participant irrevocably agree agrees (i) never to institute any claim against NCRthe Company or any other Affiliate, in the event of any of its Subsidiaries such forfeiture, (ii) to waive his or Affiliates or the Employer, waive your her ability, if any, to bring any such claim, and (iii) to release NCR, its Subsidiaries the Company and Affiliates, and the Employer 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 claim; claims; (ei) for purposes Participants who reside outside of the U.S., the following additional provisions shall apply: (i) the Restricted Stock UnitsUnits and the shares of Stock subject to the Restricted Stock Units are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company, your and which is outside the scope of Participant’s employment or service relationship will be considered terminated contract, if any; (ii) except as of the date you are no longer actively providing services explicitly provided pursuant 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 written benefit plan maintained by the Company in its discretionor any Affiliate, the Award Restricted Stock Units and the shares of Stock subject to the Restricted Stock Units 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, A-5 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 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 other Affiliate; and (iii) Participant acknowledges and agrees that neither the Shares of the Company; and (g) neither NCR, 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 U.S. dollar that may affect the value of the Restricted Stock Units or of any amounts due to you Participant pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any Shares shares of Common Stock acquired upon settlement.

Nature of Grant. In accepting the grantOption, you acknowledge, understand and agree that: : (a) the Stock Units Option and any Shares acquired under 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 the date you are no longer actively providing services to NCR 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 this Agreement or determined by NCR, (i) your right to vest in the Stock Units Option under the Plan, if any, 15 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 after such Termination of Employment will commence on the date you cease to provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where you are employed or 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 shares of the Company; and 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 accepting the grant, you acknowledgethe Team Member 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 Team Member’s participation in the Plan or the PSUs; (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 Team Member’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 Team Member is otherwise not entitled, you the Team Member 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 Team Member’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 Team Member 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; claims; (eg) for purposes this Agreement is not a condition of the Stock Units, your Team Member’s employment or service relationship will be considered terminated as of continued employment; and (h) the date you are no longer actively providing services Team Member is hereby advised to NCR or the Employer (regardless of the reason for such termination consult with personal tax, legal 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 financial advisors regarding 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 PSUs or the subsequent sale of any Shares of Common Stock acquired upon settlementPlan.

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 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 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. 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 PBRSUs 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 PBRSUs be considered as compensation for, or relating in any way to, past services for the Company or the Service Recipient, nor are the PBRSUs 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 PBRSUs; (f) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units PBRSUs 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 PBRSUs 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 claimclaims; and (eg) for purposes of the Stock UnitsExecutive is xxxxxx advised to consult with personal tax, 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 legal 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 financial advisors regarding 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 PBRSUs or the subsequent sale of any Shares of Common Stock acquired upon settlementPlan.

Nature of Grant. In accepting the grantOption, you acknowledge, understand and agree that: : (a) the Stock Units Option and any Shares acquired under 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 the date you are no longer actively providing services to NCR 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 this Agreement or determined by NCR, (i) your right to vest in the Stock Units Option under the Plan, if any, 18 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 after such Termination of Employment will commence on the date you cease to provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where you are employed or 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 shares of the Company; and 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. The following provisions supplement Section 9 (No Acquired Rights) of the Global Restricted Stock Unit Agreement: In accepting the grant, you acknowledge, understand agree and agree consent that: : (a) 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 Corporation, the Employer or any Subsidiary or affiliate of the Corporation and shall not interfere with the ability of the Corporation, the Employer or any Subsidiary or affiliate of the Corporation, as applicable, to terminate your employment or service relationship (if any); (b) the Restricted Stock Units and the Shares shares of Common Stock subject to the Restricted Stock Units are not intended to replace any pension rights or compensation; ; (bc) the Restricted Stock Units and the Shares 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 any purpose; ; (cd) the future value of the underlying Shares shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; ; (de) 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 claim against NCRthe Corporation, any of its Subsidiaries or Affiliates affiliates or the Employer, waive your ability, if any, to bring any such claim, and release NCRthe Corporation, 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 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 Corporation in its discretion, the Award Restricted Stock Units 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 nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares shares of the CompanyCorporation; and and (g) you acknowledge and agree that neither NCRthe Corporation, the Employer nor any Subsidiary or Affiliate affiliate of the Corporation 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 Restricted Stock Units or the subsequent sale of any Shares shares of Common Stock acquired upon settlement.

Nature of Grant. In accepting the grant, you acknowledgethe Team Member 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 PBRSUs 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 PBRSUs be considered as compensation for, or relating in any way to, past services for the Company or the Service Recipient, nor are the PBRSUs 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 Team Member’s participation in the Plan or the PBRSUs; (f) no claim or entitlement to compensation or damages shall arise from forfeiture or recovery of the Stock Units PBRSUs or underlying Shares resulting from your Termination termination of Employment the Team Member’s Service (for any reason whatsoever, whatsoever and whether or not later found to be invalid or in breach of employment laws in local labor laws) or application of the jurisdiction where you are employed or the terms of your employment agreement, if any)Policies, and in consideration of the grant of Stock Units the PBRSUs to which you are the Team Member is otherwise not entitled, you irrevocably agree never the Team Member (i) agrees not to institute any such claim against NCR, any of its Subsidiaries or Affiliates the Company or the EmployerService Recipient, waive your (ii) waives the Team Member’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 Team Member 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; claims; (eg) for purposes this Agreement is not a condition of the Stock Units, your Team Member’s employment or service relationship will be considered terminated as of continued employment; and (h) the date you are no longer actively providing services Team Member is hereby axxxxxx to NCR or the Employer (regardless of the reason for such termination consult with personal tax, legal 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 financial advisors regarding 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 PBRSUs or the subsequent sale of any Shares of Common Stock acquired upon settlementPlan.

Nature of Grant. In accepting the grantAward, you acknowledge, understand and agree that: : (ai) the Stock Units Plan is established voluntarily by Best Buy, it is discretionary in nature and the Shares of Common Stock subject to the Stock Units are not intended to replace it may be modified, amended, suspended or terminated by Best Buy at any pension rights or compensation; time; (bii) the Stock grant of the 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 Shares past; (iii) all decisions with respect to future grants of Common Stock subject restricted stock units, if any, will be at the sole discretion of Best Buy; (iv) you are voluntarily participating in the Plan; (v) the Award and your participation in the Plan will not create a right to continued service on the Stock Units Board or derogate from any right of Best Buy’s shareholders to remove you from the Board at any time in accordance with Best Buy’s bylaws and the income and value of same, are not part of normal or expected compensation for any purpose; applicable law; (cvi) the future value of the underlying Shares of Common Stock is unknown, indeterminable and cannot be predicted with certainty; ; (dvii) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units resulting from your Termination of Employment ceasing to provide service to Best Buy (for any reason 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), 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 EmployerBest Buy, waive your ability, if any, to bring any such claim, claim and release NCR, its Subsidiaries and Affiliates, and the Employer Best Buy 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; claims; (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); (fviii) unless otherwise provided in the Plan or by the Company Best Buy 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; Shares; (ix) and (g) neither NCR, the Employer nor any Subsidiary or Affiliate Best Buy shall not 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 grantDeferred Stock Unit Award, you acknowledge, understand acknowledge and agree 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 are not intended to replace any pension rights Plan, the Agreement or compensation; the Grant Notice; (b) the award of Deferred Stock Units is voluntary and the Shares occasional and does not create any contractual or other right to receive future awards of Common Deferred Stock subject to the Units, or benefits in lieu of Deferred Stock Units, even if Deferred Stock Units and or other Awards have been awarded repeatedly in the income and value of same, are not part of normal or expected compensation for any purpose; past; (c) all decisions with respect to future Awards, if any, will be at the sole discretion of the Company; (d) your participation in the Plan is voluntary; (e) the future value of the underlying Shares shares of Common Stock is unknown, indeterminable unknown and cannot be predicted with certainty; ; (df) no claim or entitlement to compensation or damages shall arise from forfeiture of the Deferred Stock Units resulting from termination of your Termination of Employment Service (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 Deferred 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 EmployerCompany, waive your ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer Company 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; claims; (eg) for purposes of the Stock UnitsCompany is not providing any legal or financial advice, nor is the Company making any recommendations regarding 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 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 your acquisition 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 sale of the Companyunderlying shares of Stock; and (h) you are hereby advised to consult with your own personal legal and (g) neither NCR, financial advisors regarding your 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 grantRSU Award, you acknowledge, understand the Participant acknowledges and agree agrees that: : (a) the Stock Units Plan is established voluntarily by the Company, is discretionary in nature and may be amended, suspended or terminated by the Shares of Common Stock subject to the Stock Units are not intended to replace Committee at any pension rights or compensation; time; (b) the Stock Units grant of the RSU Award is voluntary and occasional and does not create any contractual or other right to receive future RSU awards, or benefits in lieu of RSU awards, even if RSU awards have been granted repeatedly 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 purpose; past; (c) all decisions with respect to future RSU awards, if any, will be at the sole discretion of the Committee; (d) the Participant’s participation in the Plan is voluntary; and (e) the future value of the underlying Shares shares of Common Stock underlying the RSU Award is unknown, indeterminable unknown and cannot be predicted with certainty; ; (df) the Participant’s participation in the Plan shall not create a right to further engagement with the Company or the Company Group Members and shall not interfere with the ability of the Company or the Company Group Members to terminate the Participant’s service relationship at any time; (g) this RSU Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company or Company Group Member and that is outside the scope of the Participant’s service contract, if any; (h) no claim or entitlement to compensation or damages shall arise from the forfeiture of the Stock Units RSU Award resulting from your the Participant’s Termination of Employment 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 RSU Award to which you are the Participant is otherwise not entitled, you the Participant irrevocably agree agrees never to institute any claim against NCRa Company Group Member, any of its Subsidiaries or Affiliates or waives the Employer, waive your Participant’s ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and the Employer releases each such Company Group Member from any such claim; and (i) if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you the Participant 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 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 settlementclaims.

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 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 compensation; extent permitted by the Plan; (b) the Stock Units 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 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 purpose; past; (c) all decisions with respect to future grants of RSUs, if any, will be at the sole discretion of the Company; (d) the Grantee is voluntarily participating in the Plan; (e) the future value of the underlying Shares of Common Stock subject to the RSUs is unknown, indeterminable and cannot be predicted with certainty; and (df) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units RSUs resulting from your Termination of Employment the Grantee ceasing to provide services to the Company (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 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 waives his or Affiliates or the Employer, waive your her ability, if any, to bring any such claim, and release NCR, its Subsidiaries and Affiliates, and releases the Employer Company 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; (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 settlementclaims.

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 accepting the grant, you acknowledgethe Team Member 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 Team Member’s participation in the Plan or the PSUs; (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 Team Member’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 Team Member is otherwise not entitled, you the Team Member 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 Team Member’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 Team Member 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; claims; (eg) for purposes this Agreement is not a condition of the Stock Units, your Team Member’s employment or service relationship will be considered terminated as of continued employment; and (h) the date you are no longer actively providing services Team Member is xxxxxx advised to NCR or the Employer (regardless of the reason for such termination consult with personal tax, legal 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 financial advisors regarding 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 PSUs or the subsequent sale of any Shares of Common Stock acquired upon settlementPlan.

Nature of Grant. In accepting the grantRestricted Share Units, you acknowledgethe Participant acknowledges, understand understands and agree agrees that: : (ai) the Stock RSU Plan is established voluntarily by the Company, it is discretionary in nature, and may be amended, suspended or terminated by the Company at any time; (ii) the grant of the Restricted Share Unit is voluntary and occasional and does not create any contractual or other right to receive future Awards, or benefits in lieu of Restricted Share Units, even if Restricted Share Units have been granted in the past; (iii) all decisions with respect to future Restricted Share Unit Awards or other grants, if any, will be at the sole discretion of the Company; (iv) the grant of the Restricted Share Units and the Participant’s participation in the RSU 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, and shall not interfere with the ability of the Company, the Employer or any Subsidiary, as applicable, to terminate the Participant’s employment or service relationship (if any); (v) the Participant is voluntarily participating in the RSU Plan; (vi) the Restricted Share Units and any Shares of Common Stock subject to issued under the Stock Units RSU 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; (cvii) the future value of the Shares underlying Shares of Common Stock the Restricted Share Units is unknown, indeterminable unknown and cannot be predicted with certainty; indeterminable; (dx) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units Restricted Share Unit resulting from your the occurrence of a Termination of Employment Event (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 the Participant’s employment agreement, if any), and in consideration of the grant of Stock the Restricted Share Units to which you are the Participant is otherwise not entitled, you the Participant irrevocably agree agrees never to institute any claim against NCRthe Company, any of its Subsidiaries or Affiliates or the Employer, waive your waives his 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 RSU Plan, you the 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 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); (fxi) unless otherwise provided in the RSU Plan or by the Company in its discretion, the Award Restricted Share Units and the benefits evidenced by this Agreement do not create any entitlement to have the Award Restricted Share 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 of the Company; and (xii) the Participant acknowledges and (g) agrees that neither NCRthe Company, the Employer nor any Subsidiary or Affiliate 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 Restricted Share Units or of any amounts due to you the Participant pursuant to the vesting and settlement of the Stock Units Restricted Share Unit or the subsequent sale of any Shares of Common Stock acquired issued upon settlement.

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 PBRSUs 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 PBRSUs be considered as compensation for, or relating in any way to, past services for the Company or the Service Recipient, nor are the PBRSUs 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 PBRSUs; (f) no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units PBRSUs 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 PBRSUs 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 claimclaims; and (eg) for purposes of the Stock UnitsExecutive is hereby advised to consult with personal tax, 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 legal 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 financial advisors regarding 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 PBRSUs or the subsequent sale of any Shares of Common Stock acquired upon settlementPlan.