Employee Benefits Agreement, Dated September 21, 2007, Between Teradata And NCR

Exhibit 10.2

EMPLOYEE BENEFITS AGREEMENT

by and between NCR CORPORATION

and

TERADATA CORPORATION

Dated as of

September 21, 2007

TABLE OF CONTENTS


ARTICLE I DEFINITIONS 1

1.1 Affiliate 1

1.2 Agreement 1

1.3 Ancillary Agreements 1

1.4 Approved Leave of Absence 1

1.5 ASO Contract 1

1.6 Auditing Party 2

1.7 Award 2

1.8 Benefit Plan 2

1.9 COBRA 2

1.10 Code 2

1.11 Combined Company Value 2

1.12 Committee 2

1.13 Covered Employees 2

1.14 Distribution 2

1.15 Distribution Date 3

1.16 Distribution Year 3

1.17 Effective Time 3

1.18 ERISA 3

1.19 Former NCR Employee 3

1.20 Former Teradata Employee 3

1.21 Group Insurance Policies 3

1.22 Health and Welfare Plans 3

1.23 HIPAA 3

1.24 HMO Agreements 3

1.25 Liabilities 3

1.26 Match Date 4

1.27 NCR 4

1.28 NCR Common Stock 4

1.29 NCR Employee 4

1.30 NCR Employee Provident Fund 4

1.31 NCR Flexible Benefit Plans 4

1.32 NCR Group 4

1.33 NCR Long-Term Incentive Plans 4

1.34 NCR Non-Qualified Retirement Plan 4

1.35 NCR Non-Qualified Retirement Plan Participant 4

1.36 NCR Pension Plan 4

1.37 NCR Post-Retirement Welfare Benefits Plan 5

1.38 NCR Ratio 5

1.39 NCR Savings Plan 5

1.40 NCR Severance Pay Program 5

1.41 NCR Value 5

1.42 Non-parties 5

1.43 Non-US Plan 5

1.44 NYSE 5

1.45 Option 5

1.46 Participating Company 5

1.47 Person 6

1.48 Restricted Period 6

1.49 Restricted Stock 6

1.50 Restricted Stock Unit 6

1.51 Separation 6

1.52 Separation and Distribution Agreement 6

1.53 Subsidiaries 6

1.54 Tax Sharing Agreement 6

1.55 Teradata 6

1.56 Teradata Business 6

1.57 Teradata Common Stock 7

1.58 Teradata Employee 7

1.59 Teradata Flexible Benefit Plan 7

1.60 Teradata Group 7

1.61 Teradata Ratio 7

1.62 Teradata Stock Incentive Plan 7

1.63 Teradata Savings Plan 7

1.64 Teradata Savings Plan Trust 7

1.65 Teradata Stock Value 7

1.66 Transferred Account Balances 8

1.67 U.S. 8

ARTICLE II GENERAL PRINCIPLES 8

2.1 Employment of Teradata Employees 8

2.2 Assumption and Retention of Liabilities; Related Assets 8

2.3 Teradata Participation in NCR Benefit Plans 9

2.4 Service Recognition 9

2.5 Approval by NCR as Sole Stockholder 9

ARTICLE III DEFINED CONTRIBUTION AND DEFINED BENEFIT PLANS 9

3.1 Savings Plan 9

3.2 Company Match 10

3.3 Defined Contribution Plans in Non-US Jurisdictions 10

3.4 NCR Pension Plan 10

(a) Retention of NCR Pension Plan 10

(b) Commencement of Pension 11

(c) Calculation of Early Reduction Factor 11

(d) Defined Benefit Pension Plans in Non-US Jurisdictions 11

ARTICLE IV HEALTH AND WELFARE PLANS 12

4.1 General 12

(a) Establishment of Teradata Health and Welfare Plans 12

(b) Retention of Sponsorship and Liabilities 12


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(c) Certain Specific Claims 13

(d) Out of pocket; deductibles, etc. 13

(e) Approved Leave of Absence 13

4.2 Flexible Benefit Plan/Health Savings Account 14

4.3 Workers' Compensation Liabilities 14

4.4 Payroll Taxes and Reporting of Compensation 15

4.5 NCR Post-Retirement Welfare Benefits Plan 15

(a) Retention of NCR Post-Retirement Welfare Benefits Plan 15

(b) Teradata Post-Retirement Welfare Benefits Plans 15

4.6 COBRA and HIPAA Compliance 16

4.7 Vendor Contracts 16

(a) Third-Party ASO Contracts, Group Insurance Policies and HMOs 16

(b) Effect of Change in Rates 16

ARTICLE V EXECUTIVE BENEFITS AND OTHER BENEFITS 17

5.1 NCR Executive Incentive Plan and the Annual Incentive Plan 17

(a) Teradata Post-Effective Time Bonus Awards 17

(b) NCR Bonus Awards 17

5.2 NCR Long-Term Incentive Plans 17

(a) Old NCR Options Held by NCR Employees 17

(b) Old NCR Options Held by Teradata Employees 18

(c) Old NCR Options Held by Former NCR Employees and Former Teradata Employees 18

(d) NCR Restricted Stock Units and NCR Restricted Stock Held by NCR Employees and Former NCR Employees 19

(e) NCR Restricted Stock Units and NCR Restricted Stock Held by Teradata Employees and Former Teradata Employees 19

(f) NCR Restricted Stock Units and NCR Restricted Stock Held by Non-Employee Directors 19

(g) Special Adjustments for Certain Persons 20

(h) Foreign Grants/Awards 20

(i) Miscellaneous Award Terms 20

(j) Waiting Period for Exercisability of Options and Grant of Options and Awards 20

(k) Restrictive Covenants 20

5.3 Registration Requirements 21

5.4 NCR Non-Qualified Retirement Plans 22

5.5 Severance Plans 22

5.6 Employee Stock Purchase Plan 22

5.7 Unused Vacation Pay 22

ARTICLE VI GENERAL AND ADMINISTRATIVE 23

6.1 Sharing of Participant Information 23

6.2 Reasonable Efforts/Cooperation 23


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6.3 No Third-Party Beneficiaries 23

6.4 Audit Rights With Respect to Information Provided 24

6.5 Fiduciary Matters 24

6.6 Consent of Third Parties 25

6.7 Non-Solicitation/Non-Hire of Service Providers 25 ARTICLE VII 26

7.1 Further Actions 26

ARTICLE VIII MISCELLANEOUS 26

8.1 Effect If Distribution Does Not Occur 26

8.2 Relationship of Parties 27

8.3 Affiliates 27

8.4 Notices 27

8.5 Incorporation of Separation and Distribution Agreement Provisions 27


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EMPLOYEE BENEFITS AGREEMENT

This EMPLOYEE BENEFITS AGREEMENT, dated as of September 21, 2007 is by and between NCR Corporation, a Maryland corporation (" NCR" ), and Teradata Corporation, a Delaware corporation (" Teradata" ). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof or assigned to them in the Separation and Distribution Agreement (as defined below), as applicable.

WHEREAS, the Board of Directors of NCR has determined that it is in the best interests of NCR and its stockholders to separate NCR' s existing businesses into two independent companies;

WHEREAS, in furtherance of the foregoing, NCR and Teradata have entered into a Separation and Distribution Agreement, dated as of the date hereof (the " Separation and Distribution Agreement" ), and other ancillary agreements that will govern certain matters relating to the Separation and the relationship of NCR, Teradata and their respective Subsidiaries following the Distribution Date (as such terms are defined below); and

WHEREAS, pursuant to the Separation and Distribution Agreement, NCR and Teradata have agreed to enter into this Agreement for the purpose of allocating Assets, Liabilities and responsibilities with respect to certain employee compensation and benefit plans and programs between and among them.

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows: ARTICLE I

DEFINITIONS For purposes of this Agreement, the following terms shall have the following meanings: 1.1 " Affiliate" has the meaning given that term in the Separation and Distribution Agreement. 1.2 " Agreement" means this Employee Benefits Agreement, including all the Schedules hereto. 1.3 " Ancillary Agreements" has the meaning given that term in the Separation and Distribution Agreement. 1.4 " Approved Leave of Absence" means an absence from active service (i) due to an individual' s inability to perform his or her regular job duties by reason of illness or injury and resulting in eligibility to receive benefits pursuant to the terms of the NCR Short-Term Disability Program, or (ii) pursuant to an approved leave policy or arrangement with a guaranteed right of reinstatement.

1.5 " ASO Contract" has the meaning set forth in Section 4.7.

1.6 " Auditing Party" has the meaning set forth in Section 6.4(a). 1.7 " Award ," when immediately preceded by " NCR," means NCR Restricted Stock, NCR Restricted Stock Units and NCR Option and, when immediately preceded by " Teradata," means Teradata Restricted Stock, Teradata Restricted Stock Units and Teradata Option.

1.8 " Benefit Plan" shall mean, with respect to an entity or any of its Subsidiaries, (a) each compensation or benefits plan, program, policy, arrangement or agreement including without limitation any " employee welfare benefit plan" (as defined in Section 3(1) of ERISA), severance pay, sick leave, vacation pay, car plans, salary continuation, disability, retirement, deferred compensation, bonus, stock option or other equity-based compensation, hospitalization, medical insurance or life insurance plan, program, policy, arrangement or agreement sponsored or maintained by such entity or by any of its Subsidiaries (or to which such entity or any of its Subsidiaries contributes or is required to contribute) and (b) all " employee pension benefit plans" (as defined in Section 3(2) of ERISA), occupational pension plan or arrangement or other pension arrangements sponsored, maintained or contributed to by such entity or any of its Subsidiaries (or to which such entity or any of its Subsidiaries contributes or is required to contribute). When immediately preceded by " NCR," Benefit Plan means any Benefit Plan sponsored, maintained or contributed to by NCR or a member of the NCR Group. When immediately preceded by " Teradata," Benefit Plan means any Benefit Plan sponsored, maintained or contributed to by Teradata or a member of the Teradata Group. The Teradata Benefit Plans in effect prior to the Distribution are listed in Schedule 1.8 hereto. Notwithstanding the foregoing, " Benefit Plan" shall not include any statutory plans with respect to which an entity is required to comply. 1.9 " COBRA" means the continuation coverage requirements for " group health plans" under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Code Section 4980B and ERISA Sections 601 through 608.

1.10 " Code" means the Internal Revenue Code of 1986, as amended, or any successor federal income tax law. Reference to a specific Code provision also includes any proposed, temporary or final regulation in force under that provision.

1.11 " Combined Company Value" shall mean the sum of (i) the Teradata Value and (ii) the NCR Value.

1.12 " Committee" has the meaning set forth in Section 5.2(a). 1.13 " Covered Employees" has the meaning set forth in Section 4.2(i). 1.14 " Distribution" has the meaning given that term in the Separation and Distribution Agreement.

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1.15 " Distribution Date" has the meaning given that term in the Separation and Distribution Agreement.

1.16 " Distribution Year" means the calendar year during which the Distribution Date occurs.

1.17 " Effective Time" means 11:59 p.m., Eastern Standard Time or Eastern Daylight Time (whichever shall be then in effect), on the Distribution Date.

1.18 " ERISA" means the Employee Retirement Income Security Act of 1974, as amended. Reference to a specific provision of ERISA also includes any proposed, temporary or final regulation in force under that provision.

1.19 " Former NCR Employee" means any individual who is a former employee of NCR or any of its Affiliates as of the Effective Time except for Teradata Employees and Former Teradata Employees. 1.20 " Former Teradata Employee" means any individual who is set forth on Exhibit A . 1.21 " Group Insurance Policies" has the meaning set forth in Section 4.7. 1.22 " Health and Welfare Plans" shall mean any plan, fund or program which was established or is maintained for the purpose of providing for its participants or their beneficiaries, through the purchase of insurance or otherwise, medical, dental, surgical or hospital care or benefits, or benefits in the event of sickness, accident, disability, death or unemployment, or vacation benefits, apprenticeship or other training programs or day care centers, scholarship funds, or prepaid legal services, including any such plan, fund or program as defined in Section 3(1) of ERISA. When immediately preceded by " NCR," Health and Welfare Plans means each Health and Welfare Plan that is a NCR Benefit Plan. When immediately preceded by " Teradata," Health and Welfare Plans means each Health and Welfare Plan that is a Teradata Benefit Plan. Notwithstanding the foregoing, " Health and Welfare Plan" shall not include any statutory plans with respect to which an entity is required to comply.

1.23 " HIPAA" means the health insurance portability and accountability requirements for " group health plans" under the Health Insurance Portability and Accountability Act of 1996, as amended. 1.24 " HMO Agreements" has the meaning set forth in Section 4.7. 1.25 " Liabilities" has the meaning given that term in the Separation and Distribution Agreement.

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1.26 " Match Date" has the meaning set forth in Section 3.2. 1.27 " NCR" is defined in the preamble to this Agreement.

1.28 " NCR Common Stock" has the meaning set forth in the Separation and Distribution Agreement.

1.29 " NCR Employee" means any individual who, (a) under the terms of Sections 4.1(e) is intended to, but has not yet, become a Teradata Employee; or, (b) immediately prior to the Effective Time, is either actively employed by, or then on Approved Leave of Absence from, NCR or any of its Affiliates (other than a Teradata Employee).

1.30 " NCR Employee Provident Fund" means the Employees Provident Fund established under the Employees Provident Fund Act 1991 (Malaysia) in effect as of the time relevant to the applicable provision of this Agreement. 1.31 " NCR Flexible Benefit Plans" means the NCR Healthcare Flexible Spending Plan and the Dependent Care Spending Plan, as in effect as of the time relevant to the applicable provision of this Agreement.

1.32 " NCR Group" means NCR and each Person (other than any member of the Teradata Group) that is an Affiliate of NCR immediately after the Effective Time.

1.33 " NCR Long-Term Incentive Plans" means any of the NCR Corporation 2006 Stock Incentive Plan, the NCR Corporation Management Stock Plan and any other stock incentive plan of NCR, all as in effect as of the time relevant to the applicable provisions of this Agreement.

1.34 " NCR Non-Qualified Retirement Plans" means the Retirement Plan for Officers of NCR, the NCR Officer Plan, the NCR Supplemental Pension Plan for AT&T Transfers, the NCR Mid Career Hire Supplemental Pension Plan, the NCR Non-Qualified Excess Plan and the NCR Senior Executive Retirement, Death and Disability Plan in effect as of the time relevant to the applicable provision of this Agreement.

1.35 " NCR Non-Qualified Retirement Plan Participant" means any individual who has an accrued balance in any of the NCR Non-Qualified Retirement Plans as of the Distribution Date.

1.36 " NCR Pension Plan" means the NCR Corporation Pension Plan in effect as of the time relevant to the applicable provision of this Agreement.


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1.37 " NCR Post-Retirement Welfare Benefits Plan" means the Health and Welfare Plan of NCR providing medical, dental, death or other welfare benefits for retirees.

1.38 " NCR Ratio" means the quotient obtained by dividing (i) the Combined Company Value by (ii) the NCR Value.

1.39 " NCR Savings Plan" means the NCR Corporation 401(k) Savings Plan as in effect as of the time relevant to the applicable provision of this Agreement.

1.40 " NCR Severance Pay Program" means the NCR Change in Control Severance Plan and the reduction in force program posted on NCR' s employee intranet as in effect as of the time relevant to the applicable provision of this Agreement.

1.41 " NCR Value" shall mean the closing per-share price of NCR Common Stock as listed on the NYSE as of the close of trading on the first trading day following the Distribution Date; provided , however , that if the Distribution occurs at a time when the NYSE is open for trading, the price at which NCR Common Stock trades as of close of trading after the Distribution; and provided , further , that if the Distribution occurs prior to opening of trading on the NYSE on the Distribution Date, the closing per-share price of NCR Common Stock as listed on the NYSE as of the close of trading on the Distribution Date.

1.42 " Non-parties" has the meaning set forth in Section 6.4(b). 1.43 " Non-US Plan" has the meaning set forth in the Separation and Distribution Agreement. 1.44 " NYSE" means the New York Stock Exchange, Inc.

1.45 " Option ," (a) when immediately preceded by " Old NCR," means an option (either nonqualified or incentive) to purchase shares of NCR Common Stock prior to the Effective Time pursuant to a NCR Long-Term Incentive Plan, (b) when immediately preceded by " New NCR," means an option (either nonqualified or incentive) to purchase shares of NCR Common Stock following the Effective Time pursuant to a NCR Long-Term Incentive Plan (" New NCR Options," together with " Old NCR Options," " NCR Options" ) and (c) when immediately preceded by " Teradata," means an option (either nonqualified or incentive) to purchase shares of Teradata Common Stock pursuant to the Teradata Stock Incentive Plan.

1.46 " Participating Company" means (a) NCR, (b) any Person (other than an individual) that NCR has approved for participation in, and which is participating in, a plan sponsored by a member of the NCR Group, and (c) any


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Person (other than an individual) which, by the terms of such a plan, participates in such plan or any employees of which, by the terms of such plan, participate in or are covered by such plan.

1.47 " Person" has the meaning given that term in the Separation and Distribution Agreement.

1.48 " Restricted Period" has the meaning set forth in Section 6.7(a). 1.49 " Restricted Stock ," (a) when immediately preceded by " Old NCR," means shares of NCR Common Stock prior to the Effective Time pursuant to a NCR Long-Term Incentive Plan subject to forfeiture in the event that certain terms and conditions are not satisfied, (b) when immediately preceded by " New NCR," means shares of NCR Common Stock following the Effective Time pursuant to a NCR Long-Term Incentive Plan subject to forfeiture in the event that certain terms and conditions are not satisfied (" New NCR Restricted Stock," together with " Old NCR Restricted Stock," " NCR Restricted Stock" ), and (c) when immediately preceded by " Teradata," means shares of Teradata Common Stock pursuant to the Teradata Stock Incentive Plan subject to forfeiture in the event that certain terms and conditions are not satisfied.

1.50 " Restricted Stock Unit" (a) when immediately preceded by " Old NCR," means units representing hypothetical shares of NCR Common Stock prior to the Effective Time pursuant to a NCR Long-Term Incentive Plan, (b) when immediately preceded by " New NCR," means units representing hypothetical shares of NCR Common Stock following the Effective Time pursuant to a NCR Long-Term Incentive Plan (" New NCR Restricted Stock Unit," together with " Old NCR Restricted Stock Unit," " NCR Restricted Stock Unit" ) and (c) when immediately preceded by " Teradata," means units representing hypothetical shares of Teradata Common Stock issued under the Teradata Stock Incentive Plan.

1.51 " Separation" has the meaning given that term in the Separation and Distribution Agreement.

1.52 " Separation and Distribution Agreement" is defined in the preamble to this Agreement.

1.53 " Subsidiaries" has the meaning given that term in the Separation and Distribution Agreement.

1.54 " Tax Sharing Agreement" means the Tax Sharing Agreement entered into as of the date hereof between NCR and Teradata.

1.55 " Teradata" is defined in the preamble to this Agreement.

1.56 " Teradata Business" has the meaning given to that term in the Separation and Distribution Agreement.


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1.57 " Teradata Common Stock" has the meaning given to that term in the Separation and Distribution Agreement.

1.58 " Teradata Employee" means any individual who is set forth on Exhibit C (other than those employees on Approved Leave of Absence) or, in any non-U.S. jurisdiction that expressly refers to Exhibit C on Schedule VII, any individual who is set forth on such Exhibit C, and in any non-U.S. jurisdiction that does not refer to Exhibit C on Schedule VII, any individual who immediately prior to the Effective Time, is either actively employed by, or then on Approved Leave of Absence from, Teradata, each Subsidiary of Teradata and each other Person that is either controlled directly or indirectly by Teradata immediately before the Effective Time or that is contemplated to be controlled by Teradata pursuant to the Non-U.S. Plan.

1.59 " Teradata Flexible Benefit Plan" means the flexible benefit plan to be established by Teradata pursuant to Section 4.2 of this Agreement as in effect as of the time relevant to the applicable provision of this Agreement.

1.60 " Teradata Group" means Teradata, each Subsidiary of Teradata and each other Person that is either controlled directly or indirectly by Teradata immediately after the Effective Time or that is contemplated to be controlled by Teradata pursuant to the Non-U.S. Plan.

1.61 " Teradata Ratio" shall mean the quotient obtained by dividing (i) the Combined Company Value by (ii) the Teradata Stock Value. 1.62 " Teradata Stock Incentive Plan" means the long-term incentive plan or program to be established by Teradata, effective immediately prior to the Distribution Date, in connection with the treatment of Awards as described in Article V.

1.63 " Teradata Savings Plan" means the 401(k) plan to be established by Teradata pursuant to Section 3.1 of this Agreement, as in effect as of the time relevant to the applicable provision of this Agreement. 1.64 " Teradata Savings Plan Trust" means a trust relating to the Teradata Savings Plan intended to qualify under Section 401(a) and be exempt under Section 501(a) of the Code.

1.65 " Teradata Stock Value" shall mean the closing per-share price of Teradata Common Stock as listed on the NYSE as of the close of trading on the first trading day following the Distribution Date; provided , however , that if the Distribution occurs at a time when the NYSE is open for trading, the price at which Teradata Common Stock trades as of close of trading after the Distribution; and provided , further , that if the Distribution occurs prior to opening of trading on the NYSE on the Distribution Date, the closing per-share price of Teradata Common Stock as listed on the NYSE as of the close of trading on the Distribution Date.


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1.66 " Transferred Account Balances" has the meaning set forth in Section 4.2(i).

1.67 " U.S." means the 50 United States of America and the District of Columbia. ARTICLE II

GENERAL PRINCIPLES

2.1 Employment of Teradata Employees . Except as set forth in Section 4.1(e) or Schedule VII hereto, which shall be incorporated in this Agreement and deemed a part hereof, or as required by applicable law, all Teradata Employees shall continue to be employees of Teradata or another member of the Teradata Group, as the case may be, immediately after the Distribution. Each of the parties hereto will use its commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to effectuate the foregoing, including obtaining any necessary consents or approvals from, and providing any required notifications to, affected employees, unions or works councils or providing required notices to any of them. 2.2 Assumption and Retention of Liabilities; Related Assets .

(a) On and after the Distribution Date, except as expressly provided in this Agreement or as required by applicable law, NCR shall assume or retain and NCR hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all NCR Benefit Plans and all Liabilities that arise as a result of the actions contemplated by this Agreement, including without limitation, actions contemplated by Section 5.2, to NCR Employees or Former NCR Employees, (ii) all Liabilities with respect to the employment, hiring practices or termination of employment of all NCR Employees, Former NCR Employees and their respective dependents and beneficiaries and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker of any member of the NCR Group or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the NCR Group) and their respective dependents and beneficiaries, in each case, whenever arising, to the extent arising in connection with or as a result of employment with or the performance of services to any member of the NCR Group, and (iii) any other Liabilities expressly assigned to NCR or any member of the NCR Group under this Agreement. All Assets held in trust to fund the NCR Benefit Plans and all insurance policies funding the NCR Benefit Plans shall be Assets of NCR and Excluded Assets (as defined in the Separation and Distribution Agreement), except to the extent specifically provided otherwise in this Agreement.

(b) From and after the Distribution Date, except as expressly provided in this Agreement or as required by applicable law, Teradata shall assume or retain, as applicable, and Teradata hereby agrees to pay, perform, fulfill and discharge, (i) all Liabilities under all Teradata


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Benefit Plans and all Liabilities that arise as a result of the actions contemplated by this Agreement, including without limitation, actions contemplated by Section 5.2, to Teradata Employees or Former Teradata Employees, (ii) all Liabilities with respect to the employment, hiring practices or termination of employment of all Teradata Employees, Former Teradata Employees and their respective dependents and beneficiaries, and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker of Teradata or a member of the Teradata Group or in any other employment, non-employment, or retainer arrangement, or relationship with Teradata or a member of the Teradata Group) and their respective dependents and beneficiaries, in each case, whenever arising, to the extent arising in connection with or as a result of employment with or the performance of services to any member of the Teradata Group and the NCR Group (other than, subject to Section 2.2(b)(i), any liabilities arising under Section 2.2(a)(ii)), and (iii) all Liabilities that are expressly assigned to Teradata or any member of the Teradata Group under this Agreement. 2.3 Teradata Participation in NCR Benefit Plans . Except as expressly provided in this Agreement, effective as of the Effective Time, Teradata and each other member of the Teradata Group shall cease to be a Participating Company in any NCR Benefit Plan, and NCR and Teradata shall take all necessary action before the Distribution Date to effectuate such cessation as a Participating Company.

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