RESTRICTED SHARE UNIT AGREEMENT by TERADATA CORP /DE/

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Company: TERADATA CORP /DE/
SEC CIK: 816761
SEC Type: EX-10.12.5
SIC Code: 3571
SIC Industry: ELECTRONIC COMPUTERS
Date Filed: 2013-02-28

Date Filed: 
02/28/2013
SKU: RDPKMD-D-1RVB-3
EX-10.12.5

Exhibit 10.12.5

SPECIAL LONG-TERM STRATEGIC PERFORMANCE-BASED

RESTRICTED SHARE UNIT AGREEMENT

Under the Teradata 2012 Stock Incentive Plan

You have been awarded the contingent right to receive a credit of share units (the “Share Units”) under the Teradata 2012 Stock Incentive Plan (the “Plan”), upon the terms and subject to the conditions of this Special Long-Term Strategic Performance-Based Restricted Share Unit Agreement (this “Agreement”) and the Plan. Please refer to the share unit information page on the website of the Company’s third party Plan administrator for your “Target Number of Share Units.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan. It is intended that the Share Units, if any, payable to you under this Agreement will qualify as “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code, and this Agreement shall be interpreted and administered in accordance with such intent.

1. Maximum Award.

(a) Initial Performance Objective. If the Company’s Non-GAAP EPS, as defined on Exhibit A, for the performance period commencing January 1, 2016 and ending December 31, 2016 (the “Performance Period”) equals or exceeds the initial performance objective set forth on Exhibit A (the “Initial Performance Objective”), then you shall be eligible to receive a credit to a book entry account established on your behalf (the “Account”) of a number of Share Units equal to 200% of your Target Number of Share Units (the “Maximum Award”), or such lesser number of Share Units as may be determined by the Compensation and Human Resource Committee of the Company’s Board of Directors (the “Committee”), in its discretion, in accordance with Section 2 hereof.

(b) Certification. After the end of the Performance Period, but no later than March 15, 2017, the Committee shall determine in writing whether the Initial Performance Objective set forth in this Section 1 has been achieved and whether you are eligible to receive a credit of Share Units to your Account equal to the Maximum Award. Except as otherwise provided pursuant to Section 4(b) of this Agreement, if the Committee determines that the Initial Performance Objective set forth in this Section 1 has not been achieved for the Performance Period, then this award shall be automatically forfeited, and no Share Units shall be credited to your Account or payable hereunder.

2. Committee Discretion to Reduce Award.

(a) Committee Discretion. Notwithstanding Section 1 hereof, if the Committee certifies that you are eligible to receive a credit of Share Units to your Account equal to the Maximum Award in accordance with Section 1(b), then the Committee may, in its sole discretion, reduce the actual number of Share Units credited to your Account below the Maximum Award (including a reduction to zero), based on such factors as the Committee determines to be appropriate.

(b) Additional Performance Criteria. It is the current intention of the Committee that it will determine whether to exercise its discretion to reduce the number of Share


Units, if any, to be credited to your Account below the Maximum Award based upon the Committee’s discretionary assessment of the achievement of the additional performance criteria established by the Committee and set forth on the attached Exhibit A (the “Additional Performance Criteria”). Notwithstanding the foregoing, the Committee reserves the right to deviate from such approach and may exercise its discretion to reduce the number of Share Units, if any, to be credited to your Account under this Agreement based on such other factors as the Committee, in its sole and absolute discretion, determines to be appropriate.

(c) Adjustments. The Committee may, in its sole and absolute discretion, modify the Additional Performance Criteria established pursuant to this Section 2, in whole or in part, as the Committee deems appropriate and equitable to reflect a change in the business, operations, corporate structure or capital structure of the Company or its affiliates, the manner in which the Company and its affiliates conduct business, or other events or circumstances.

(d) Certification and Crediting Date. After the end of the Performance Period, but no later than March 15, 2017, the Committee shall determine in writing the extent, if any, to which each of the Additional Performance Criteria has been satisfied and shall determine the extent to which the Maximum Award that you are eligible to receive pursuant to Section 1 hereof shall be reduced pursuant to this Section 2 and the actual number of Share Units, if any, that shall be credited to your Account. The actual number of Share Units shall be credited to your Account effective on the day in which the Committee determines the achievement of the Additional Performance Criteria (the “Crediting Date”). Each Share Unit credited to your Account under this Section 2 shall represent the contingent right to receive one Share and shall at all times be equal in value to one Share.

3. Vesting, Forfeiture and Payment of Share Units.

(a) Vesting of Share Units. The Share Units, if any, credited to your Account in accordance with Section 2(d) above shall be subject to the following vesting schedule:

(i) The Share Units shall vest on the Crediting Date if you have been continuously employed by the Company or any of its affiliate companies (referred to collectively herein as “Teradata”) through the Crediting Date.

(ii) If (A) you cease to be employed by Teradata due to your death, Disability (defined by reference to Teradata’s long-term disability plan that covers you), your Retirement (defined as termination by you of your employment with Teradata at or after age 62) or a reduction-in-force, or (B) a Change in Control occurs, in each case after the end of the Performance Period but prior to the Crediting Date, then the Company shall credit to your Account a number of Share Units, which shall be fully vested, equal to the actual number of Share Units that would have been credited to your Account in accordance with Sections 1 and 2 of this Agreement had you continued in employment through the Crediting Date, determined based on the actual performance results during the Performance Period and after taking into account discretionary reductions in accordance with Section 2 of this Agreement that are applicable to other executives who did not terminate employment.

 

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(b) Forfeiture of Share Units. Except as otherwise provided in Section 3(a)(ii) or 4 of this Agreement, your right to receive a credit of Share Units shall be forfeited automatically without further action or notice in the event that you cease to be employed by Teradata through the Crediting Date.

(c) Payment. Except as otherwise provided in Section 4(b) of this Agreement, the Company shall deliver the Shares underlying the vested Share Units credited to your Account in accordance with this Agreement after the end of the Performance Period but no later than March 15, 2017.

4. Certain Events Prior to the End of the Performance Period.

(a) Certain Terminations or Similar Events. If prior to the end of the Performance Period and prior to a Change in Control you cease to be employed by Teradata due to death, Disability, Retirement or a reduction-in-force, or you continue to be employed by Teradata but cease to serve as an “executive officer” of the Company as defined in Rule 3b-7 under the Securities Exchange Act of 1934 or there is a material reduction in your title, duties, responsibilities or reporting relationship, as determined by the Committee in its sole discretion, then the Company shall credit to your Account a pro-rated number of Share Units, which

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