NCR Corporation - Compensation and Human Resource Committee Charter

Purpose

The Human Resource and Compensation Committee shall (a) discharge the Board’s responsibilities relating to compensation of the Company’s executives, (b) provide general oversight of the Company’s management compensation philosophy and practices, benefit programs, and strategic workforce initiatives, (c) oversee the Company’s leadership development plans, and (d) produce an annual report on executive compensation for inclusion in the Company’s proxy statement.  The Committee shall report to the Board of Directors and be responsible for ensuring that the Company provides a compensation and benefits program appropriate to maintain and develop management personnel of a caliber capable of ensuring the continued success of the Company.  In addition, the Committee shall ensure that such program is appropriate to attract and retain the services of key employees whose judgment, interest and effort drive the successful conduct of the Company’s operations.

Committee Composition

The Human Resource and Compensation Committee shall consist of at least three members of the Board of Directors, one of whom shall serve as Chair of the Committee.  All of the members of the Committee shall be “independent” Directors as determined by the Board under the standards set forth in the Board’s Corporate Governance Guidelines.

Primary Duties and Responsibilities

Management Compensation

1. Review and approve the Company’s total compensation goals, objectives and programs covering executive officers.

2. Review the competitiveness of the Company’s total executive compensation practices.

3. Evaluate and review the performance levels of the Chief Executive Officer and other executive officers in light of the Company’s goals and objectives, and determine the annual base salaries, equity and incentive awards, and other compensation to be paid based on this evaluation.

4. Discuss its evaluation of, and determination of compensation to, the Chief Executive Officer at executive session of the Board of Directors.  In determining the long-term incentive component of the Chief Executive Officer’s compensation, the Committee will consider the Company’s performance and relative stockholder return, the value of similar incentive awards to chief executive officers at comparable companies, the awards given to the Chief Executive Officer in past years, and other criteria deemed appropriate by the Committee.

5. Review and recommend to the Board of Directors for approval (including those that require stockholder approval) the Company’s executive compensation plans, including incentive-compensation plans, and all equity-based compensation plans.

Human Resource and Leadership Development

6. Provide guidance as needed regarding the Company’s strategic workforce initiatives and practices, and review recommendations of Company management for major changes in compensation, benefit and retirement plans which have application to significant numbers of the Company’s total employees and which require review or action by the Board of Directors or the Company’s stockholders. 

7. Review, prior to consideration by full Board of Directors, management’s proposals to make significant organizational changes in the Company.

8. Oversee the Company’s plans for management succession and development.

Reporting Responsibilities

9. Produce an annual report on executive compensation for inclusion in the Company’s proxy statement, in accordance with applicable rules and regulations.

10. Report at the next regular meeting of the Board all significant items discussed at any Human Resource and Compensation Committee meeting.

11. On an annual basis, report to the Board on succession planning.

Other Responsibilities and Authority

12. The Committee shall have authority to retain at the expense of the Company such outside compensation consultants, counsel, and other experts and advisors as it determines is appropriate to assist in the full performance of its functions, including sole authority to retain and terminate any compensation consultant used to assist the Committee in the evaluation of the Chief Executive Officer or other executive officer compensation, and to approve the consultants fees and other retention terms. 

13. On an annual basis, evaluate the Committee’s performance.

14. Perform such other oversight functions that from time to time may be assigned to it by the Board of Directors.

15. On a regular basis, but no less than annually, meet in executive session.

16. Review and reassess the adequacy of the Human Resource and Compensation Committee’s charter annually.

Committee Meetings

The Human Resource and Compensation Committee shall hold meetings regularly during the year and at any additional time as the Committee Chair deems necessary.  The Committee may request that members of management be present as needed in order to execute the Committee’s primary responsibilities.  As appropriate, the Committee expects to address significant matters with the full Board prior to determining a final action.

Revised: April 27, 2005