Teradata Corporation Compensation Recovery Policy
Adopted April 27, 2010
The following Teradata Corporation Compensation Recovery Policy (the “Policy”) was adopted on April 27, 2010 by the Board of Directors of Teradata Corporation (the “Company”).
Each member of the Teradata Leadership Team shall repay or forfeit, to the fullest extent permitted by law and as directed by the Board, any annual incentive or other performance-based compensation received by him or her if:
the payment, grant or vesting of such compensation was based on the achievement of financial results that were subsequently the subject of a restatement of the Company's financial statements filed with the Securities and Exchange Commission,
the amount of the compensation that would have been received by the Leadership Team member had the financial results been properly reported would have been different than the amount actually received, and
the Board determines in its sole discretion that it is in the best interests of the Company and its stockholders for the Leadership Team member to repay or forfeit all or any portion of the compensation.
The Board, acting solely by the independent directors as identified under the applicable exchange listing standards, shall have full and final authority to make all determinations under this policy, including without limitation whether the policy applies and if so, the amount of compensation to be repaid or forfeited by the Leadership Team member. All determinations and decisions made by the Board pursuant to the provisions of this policy shall be final, conclusive and binding on all persons, including the Company, its affiliates, its stockholders and employees.
From and after April 27, 2010, each award agreement or other document setting forth the terms and conditions of any annual incentive or other performance-based award granted to a Leadership Team member shall include a provision incorporating the requirements of this policy. The remedy specified in this policy shall not be exclusive and shall be in addition to every other right or remedy at law or in equity that may be available to the Company.