Exhibit 99.1
Summary of Nuti Employment Agreement
Start Date August 7, 2005 or as soon as practicable thereafter.
Position President and Chief Executive Officer. Member of NCR Board of
Directors (the "Board").
Term At will employment. May be terminated by Nuti or the Board with
or without cause at any time and for any reason or no reason.
Salary Annual base salary of $1,000,000. Reviewed by the Compensation
and Human Resource Committee of the Board (the "Compensation
Committee") from time to time for increase, but not decrease.
Bonus Eligible to receive an annual bonus under the NCR Management
Incentive Plan for Executive Officers ("MIP") based on the
success of NCR in meeting annual performance objectives. Targeted
annual bonus is 100% of annual base salary, and can range from 0%
if the target objectives are not met to a maximum of 200%. For
calendar year 2005, MIP award is a guaranteed minimum of
$500,000, subject to upward adjustment at the discretion of the
Board.
Stock Options Nuti will be awarded nonqualified options to purchase 650,000
shares of NCR common stock (the "Options") as follows.
• 250,000 of the Options (the "Incentive Options") vest in 25%
increments on each of the first four anniversaries of the Start
Date, subject to continued employment on each such anniversary
date.
• 400,000 of the Options (the "Performance Options") have the
potential to fully vest on December 31, 2008, subject to
continued employment and the achievement of agreed to performance
goals over the 12 quarterly financial reporting periods beginning
January 1, 2006 and ending December 31, 2008 (the "Performance
Period"). If the threshold performance goal is not achieved, no
Performance Options will vest; if the threshold performance goal
is achieved, a total of 200,000 Performance Options will vest; if
the next level performance goal is achieved, a total of 300,000
Performance Options will vest; and if the highest level
performance goal is achieved, a total of 400,000 Performance
Options will vest.
The Options will be subject to the existing standard terms and
conditions determined by the Compensation Committee and, once
vested, the Options will be exercisable over a ten year term,
provided that upon termination other than for Cause (as defined
in NCR's Change-in-Control Severance Plan for Executive Officers
(the "CIC Plan")), vested Options remain exercisable for the
lesser of 1 year or the remainder of the term of such Options.
The Options grant price will be equal to the fair market value of
NCR common stock on the Start Date.
Restricted stock Nuti will be awarded 85,000 shares of restricted stock (the
"Restricted Stock"), which vest in 25% increments on each of the
first four anniversaries of the Start Date, subject to continued
employment on each such anniversary date.
Future equity
Award Will be received in February 2006. Expected to have a minimum
Black Scholes value of $2.5 million. Form and mix will mirror the
incentive structure for all senior officers of NCR and will
likely include a mix of equity similar to the Incentive Options,
Performance Options and Restricted Stock.
Benefits &
Perquisites Entitled to participate in normal NCR-provided benefits and
perquisites at a level at least equal to other senior executive
officers of NCR. Nuti and family automatically eligible for NCR's
core U.S. benefit coverage, including health care coverage,
dental care coverage, short-term and long-term disability
coverage, life insurance and accidental death and dismemberment
coverage. Also eligible to participate in NCR savings plan
(401(k)) and NCR employee stock purchase plan.
Relocation Nuti will relocate to Dayton no later than August 1, 2006. NCR
will reimburse all normal and customary relocation expenses in
accordance with its standard relocation policy. Failure of Nuti
and family to relocate to Dayton by August 1, 2006 constitutes
material breach of Agreement and will be considered "cause" for
termination by NCR. Alternatively, NCR may retain Nuti's services
but the next applicable tranche of Restricted Stock that would
have otherwise vested shall not vest and shall be forfeited. NCR
will pay or reimburse all commuting expenses to and from Dayton
on the NCR aircraft (not to exceed one round-trip per week) and
will provide a $5,000 monthly allowance for living expenses in
the Dayton area from the Start Date through the earlier
of August 1, 2006 or Nuti's relocation to Dayton (the "Relocation
Period"), with such amounts fully grossed-up for tax purposes.
Travel Expenses
& Benefits Nuti is permitted to use the NCR aircraft for business travel and
for travel between any residences and NCR's Dayton offices and
elsewhere as desirable, subject to the limitations described
above during the Relocation Period and thereafter subject to the
limitations described hereafter. After the Relocation Period,
Nuti will be entitled to use the NCR aircraft for personal use
(including for security reasons) on an availability basis up to
$35,000 (or such higher amount as approved by the Compensation
Committee) based on the SIFL rate, with such amount grossed-up
for tax purposes. NCR will reimburse Nuti for all other
reasonable business expenses, subject to NCR's customary
requirements imposed on executive level employees.
Vacation Five weeks of paid vacation during each calendar year, pro-rated
for 2005.
Change in
Control Entitled to participate in NCR's CIC Plan as of the Start Date
and all equity awards are subject to the CIC Plan.
Severance In the event NCR terminates for other than "Cause" (as defined in
NCR's Change-in-Control plan) or Nuti terminates for "Good
Reason" (as defined in the Employment Agreement), Nuti will,
provided he signs a release of claims against NCR, receive cash
payments totaling (x) 1.5 times the annual base salary and Target
MIP and (y) a pro-rated MIP based on the achievement of
applicable performance targets pursuant to the MIP for the year
of termination. In addition, for 18 months following such
termination, at Nuti's election NCR will continue Nuti's medical
benefits under COBRA, with the premiums paid by NCR.
In addition, the Incentive Options and Restricted Stock will
fully vest and will immediately become exercisable upon certain
termination events as more fully described in the Employment
Agreement.
Non-competition For 18 months after termination for any reason (the "Restricted
Period"), Nuti will not render services to any "Competing
Organization" involving the development, manufacture, marketing,
advertising or service of any product, process, system or service
of NCR's during the last 3 years of Nuti's NCR employment.
Non-solicitation/
Non-hire During the Restricted Period Nuti will not (1) recruit, hire or
induce any exempt NCR employee to terminate their employment with
NCR or (2) canvass or solicit business with or from any company
of the same nature that NCR is selling or providing to such
company as of the termination of Nuti's employment.
Confidentiality During the term of employment and thereafter Nuti will not
disclose NCR confidential information.
Breach of restrictive
Covenants NCR may bring an action for injunction and/or specific
performance in order to enforce any post-employment restrictive
covenants in the Agreement.
Arbitration Any dispute related to the Agreement will be resolved by final,
binding arbitration.
Legal Expenses NCR will pay up to $25K for reasonable legal expenses incurred by
Nuti in connection with the Agreement.