NCRRP NCR Voyix Corporation (PK)

Exhibit 10.1

PERSONAL AND CONFIDENTIAL

February 4, 2025

James G. Kelly

Dear Mr. Kelly,

Congratulations on your appointment as the next President and Chief Executive Officer of NCR Voyix. We are pleased to present you with this amended offer of employment (this “Employment Letter”) to memorialize the terms of your appointment.

Employer (Legal Entity):

NCR Voyix Corporation (the “Company”)

Position:

President and Chief Executive Officer.

In connection with your appointment as President and Chief Executive Officer, you will continue to serve on the Board of Directors of the Company (the “Board”), however, as of the Effective Date, you will step down from your position as Executive Chair of the Board.

Reporting To:

The Board

Location:

Atlanta, GA

Effective Date:

February 4, 2025

Base Salary:

As of the Effective Date, your annual base salary will be adjusted to US$700,000, less deductions and withholdings required or authorized by law, subject to annual review by the Compensation and Human Resources Committee of the Board (the “Committee”).

Management Incentive Plan - MIP:

You will continue to participate in the Management Incentive Plan (“MIP”), subject to the terms of the MIP. The MIP is an annual bonus program with a payout that varies based on the Company’s results and your individual performance; it is payable in the first calendar quarter following the plan year.

Commencing as of the Effective Date, you will be eligible to receive an annual target bonus of 125% of your base salary for each fiscal year, payable in cash (with base salary for 2025 based on your annual rate of pay as the Company’s President and Chief Executive Officer), pursuant to the MIP.

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Please note that the MIP guidelines are subject to change from time to time, which will be determined at the discretion of the Committee. You must be a current employee at the time of payment in order to receive the bonus payout.

Long-term Equity Incentive program (LTI) for 2025 and beyond:

You will continue to participate in the Long-Term Incentive (“LTI”) Equity Award Program. For 2025 your target incentive award will be US$5,425,000 and comprised of a mixture of time and performance-based awards, as determined by Committee in its sole discretion. LTI equity awards are not guaranteed and are generally granted during February of each year, subject to approval by the Committee.

You must be a current employee of the Company on the applicable grant date in order to be eligible to receive any LTI equity award. Other award terms are set forth in the plan governing these awards, and you must electronically accept the award agreement each time one is made in order to be eligible to receive its benefits.

Compensation Subject to Company Clawback Policies:

Any cash bonuses, equity-based awards or other incentive compensation will be subject to any clawback policies or provisions applicable to other executive officers of the Company.

Vacation/Holidays:

Under the Company’s vacation policy, you are entitled to receive paid vacation days and holidays consistent with the terms of the policy as in effect from time to time.

Executive Severance Benefits:

You will participate in the NCR Voyix Corporation 2024 Executive Severance Plan (the “Severance Plan”), in accordance with the applicable terms of such plan; provided, that all cash severance payments to which you may become entitled to under the Severance Plan will be paid in three equal annual installments during the Restricted Period (as defined in Appendix A of this Employment Letter), payable on each of the first three anniversaries of your termination of employment and subject to Section 4.02 of the Severance Plan.

Notwithstanding the foregoing, your LTI equity-based incentive awards will fully vest following either: (i) a Qualifying Termination (as defined under the Severance Plan) or (ii) your voluntary retirement following your attainment of both: (A) age sixty-five (65) and (B) completion of at least five (5) years of combined employment and board service for the Company, or any other combination of age and employment and board service that equals seventy (70) and subject to you providing six-months’ notice of intent to retire. Notwithstanding the foregoing, LTI awards granted within twelve (12) months of retirement will not be eligible for retirement vesting.

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All eligible time-based awards will vest immediately on a Qualifying Termination or retirement. All eligible performance-based awards will fully vest on the conclusion of the performance period and based on the Company’s actual performance during such performance period.

In determining whether a Qualifying Termination has occurred under the Severance Plan and your LTI awards, “Good Reason” means the occurrence, without your written consent, of any of following events: (i) the assignment to you of duties inconsistent with your position (including offices, titles and reporting relationships), authority, duties, responsibilities, or any other diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by you; (ii) the Company requiring you to be based at any office or location that is more than fifty (50) miles distant from the location of your principal place of employment; (iii) a material breach of the terms of this Employment Letter or your individual equity award agreements; or (iv) a material reduction in your base salary, target MIP or LTI grant; provided, however, that your termination of employment shall not be deemed to be for Good Reason unless (x) you have notified the Company in writing describing the occurrence of one or more Good Reason events within ninety (90) days of such occurrence, (y) the Company fails to cure such Good Reason event within thirty (30) days after its receipt of such written notice, and (z) your termination of employment occurs within one- hundred eighty (180) days after the occurrence of the applicable Good Reason event. Your continued employment during the applicable notice and cure periods set forth above will not constitute consent to, or waiver of rights with respect to, any act or failure to act constituting Good Reason. In addition, the Company’s placement of you on a paid leave for up to ninety (90) days, pending the determination of whether there is a basis to terminate you for Cause (as defined in the Severance Plan), will not constitute a Good Reason event.

Benefits:

You are eligible to continue to participate in and receive benefits under the employee benefit and insurance plans, programs or arrangements available to similarly situated executives of the Company, subject to and consistent with the terms, conditions and overall administration of each such benefit plan, program or arrangement in place from time-to-time.

Reimbursement of Business Expenses:

The Company will reimburse you for any expenses reasonably and necessarily incurred by you during your employment with the Company in furtherance of your duties, including travel, meals and accommodations, subject to your compliance with the Company’s policies with respect to reimbursement of business expenses and provision of supporting receipts as in effect from time to time.

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No Conflicts:

As a condition of your employment, you agree to devote substantially all of your business time and attention to the performance of your duties to the Company; provided that you may engage in outside business activities as permitted by the Company’s Corporate Governance Guidelines or as approved by the Board from time to time. You will also avoid conflicts of interest consistent with the Company’s Code of Conduct.

Variations:

The Company reserves the right to make reasonable changes to any of the terms of your employment. You will be notified in writing of any changes as soon as possible and in any event within one month of the change.

This offer of employment is contingent upon your agreement to the conditions of employment outlined in this Employment Letter.

In addition, this offer is also contingent upon your agreement to and execution of the Restrictive Covenants Agreement attached hereto as Appendix A, which contains non-competition, customer non-solicitation and employee non-recruitment/hiring obligations in furtherance of the compensation and benefits set forth herein.

This Employment Letter supersedes and completely replaces any prior oral or written communication concerning the subject matters addressed in this letter. This Employment Letter is not an employment contract and should not be construed or interpreted as containing any guarantee of continued employment or employment for a specific term.

Please indicate your decision on this offer of employment by electronically signing all offer documentation. Please also save/print a copy of the offer documentation for your files.

Sincerely,

/s/ Jane Elliott

By: Jane Elliott

Its: Executive Vice President and Chief Human Resources Officer

Date: February 4, 2025         

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Accepting this Offer of Employment:

You certify to the Company that you are not subject to a non-competition agreement or any other post-employment restrictive covenants that would preclude or restrict you from performing the duties of the position that the Company has offered you in this Employment Letter. We also advise you of the Company’s strong policy of respecting the confidential information and intellectual property rights of other companies. You should not bring with you to your position any documents or materials designated as confidential, proprietary or trade secret by another company, nor in any other way breach any proprietary information, confidentiality, non- competition or similar agreement to which you are a party and that remains in effect while you are employed by the Company.

You further acknowledge that this Employment Letter and Appendix A reflect the general description of the terms and conditions of your employment with the Company, and is not a contract of employment for any definite duration of time. For the avoidance of doubt, your employment relationship with the Company will be at-will, meaning that either you or the Company may terminate the employment relationship with or without cause at any time. Notwithstanding the foregoing, should you resign from your employment, you will give the Company thirty (30) days’ prior written notice.

By signing below, you acknowledge that you have read and understand the foregoing information relative to the Company’s terms and conditions of employment and understand that your employment offer is conditioned upon their satisfaction.

Acknowledged and Agreed:

/s/ James G. Kelly

By: James G. Kelly

Date: February 4, 2025         

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Appendix A

Restrictive Covenants Agreement

This Restrictive Covenants Agreement (this “Agreement”), dated as of February 4, 2025, is entered into by and between NCR Voyix Corporation (together with its subsidiaries, the “Company”) and James G. Kelly (“Executive”) as a material condition of the compensation and benefits provided to Executive as set forth in that certain employment letter, dated February 4, 2025 (the “Employment Letter”). The Company and Executive are each sometimes referred to herein as a “Party” and, collectively, as the “Parties.” Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Employment Letter.

The Company has expended substantial time, effort and resources to develop and protect its trade secrets and confidential information, its relationships with current and prospective customers, and its investment in recruiting and training its employees. Executive acknowledges that the nature of Executive’s position with the Company gives Executive access to the Company’s trade secrets and confidential information and the opportunity to develop relationships with the Company’s current and prospective customers and employees, and that the Company would be irreparably harmed if such information and relationships were used to unfairly compete with the Company. Therefore, in consideration of Executive’s employment, access to the Company’s customers, trade secrets and confidential information, and other good and valuable consideration, including the LTI equity awards and Executive Severance Benefits provided in the Employment Letter (collectively, the “Restrictive Covenant Payments”), the receipt and sufficiency of which are hereby acknowledged, Executive and the Company agree as follows:

1.  Non-Disclosure of Confidential Information. Except as necessary for the performance of Executive’s job responsibilities or otherwise provided by Section 1(b) below, Executive shall not, either directly or indirectly, without the prior written consent of the Company, disclose, access, use, share, publish, or in any other manner reproduce, in whole or in part, the Company’s Confidential Information. For purposes of this Agreement, “Confidential Information,” which includes trade secrets, shall mean any information not generally known or readily ascertainable by the Company’s competitors and/or the public. Confidential Information includes, but is not limited to, the proprietary information of the Company, its subsidiaries, business affiliates, vendors, customers and clients, such as their financial records and projections, inventions, company strategies, employee information, research, technology, intellectual property rights, and information about pricing and customer preferences. Information may constitute Confidential Information regardless of whether it is written or unwritten, in hard copy or electronic form, and regardless of whether it is specifically identified or labeled as “confidential” (or with a similar term). Confidential Information does not include information already in the public domain or information which has been dedicated to or released to the public by the Company.

(a)  Executive understands that the nondisclosure of Confidential Information obligation shall apply during the period of Executive’s employment and/or service with the Company and for five (5) years thereafter or, if longer, for such duration that the information qualifies as a trade secret under applicable law. In the event Executive is requested or required pursuant to any legal, governmental, or investigatory proceeding or process or otherwise to disclose any Confidential Information, Executive agrees to promptly notify the Company in writing prior to disclosing any such Confidential Information (unless such notice would be prohibited by law) so that the Company may seek a protective order or other appropriate remedy (at the sole cost of the Company). Executive agrees to cooperate with the Company (at the sole cost of the Company) to preserve the confidentiality of such Confidential Information consistent with applicable law or court order and to use Executive’s best efforts to limit any such disclosure to the minimum disclosure necessary to comply with such law or court order.

(b)  Executive understands that, notwithstanding his non-disclosure of Confidential Information obligation, Executive is not prohibited from (i) voluntarily communicating with his attorney, (ii) making any disclosure of relevant and necessary information or documents in any action, investigation, or proceeding relating to this Agreement or as required by law or legal process, including with respect to possible violations of the law, (iii) participating, cooperating or testifying in any action, investigation or proceeding with, or communicating with, the Securities and Exchange Commission (“SEC”), the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor, the Occupational Safety and Health Administration, or any other federal, state or local governmental agency or commission, or self-regulatory organization (each a “Governmental Agency”), (iv) seeking or accepting a SEC whistleblower award as provided under Section 21F of the Securities Exchange Act of 1934 or any other Governmental Agency awards, monetary damages or other relief in connection with protected whistleblower activity, or (iv) making other disclosures to Government Agencies that are protected under the whistleblower provisions of any applicable law, rule or regulation. Executive is not required to notify the Company that Executive has engaged in conduct contemplated by this provision and may do so without risk of being held liable by the Company for liquidated damages or other financial penalties. Executive also understands that this non- disclosure provision does not interfere with, restrain, or prevent employee communications with each other regarding wages, hours, or other employment terms and conditions. Furthermore, Executive acknowledges that he has been notified that, under the Defend Trade Secrets Act: (A) no individual will be held criminally or civilly liable under federal or state trade secret law for disclosure of a trade secret that is (y) made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and made solely for the purpose of reporting or investigating a suspected violation of law or (z) made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public; and (B) an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section.

(c)  All documents and materials relating to the Company and its operations are and shall be the sole property of the Company. Upon the termination of Executive’s employment or service with the Company, or upon the Company’s request at any time, Executive shall promptly (i) deliver to the Company all Company property in Executive’s possession or control (including any electronically stored information), (b) delete all Company data stored on any electronic devices or other storage media (including web-based email) that are not owned by the Company but within Executive’s possession or control, and (c) produce for inspection any personal electronic devices that Executive has used for work-related purposes and permit the Company to delete all Company data from such devices.

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2.  Intellectual Property. For purposes of this Agreement, “Company Intellectual Property” or “Company IP” shall mean any and all creations, inventions, methods or processes, designs, works of authorship, information or materials, improvements, developments, or any other innovations or technology that Executive, at any time during his employment at the Company (whether alone or with any other person), discover, conceive, create, reduce to practice, produce, make, or develop: (a)(i) with the use of, or based on, any Confidential Information or any supplies, equipment, property, or systems, or at any facilities or on any property, of the Company, or (ii) that arises or results from Executive’s employment or work at or for the Company or relates to any of its business, operations, methods or processes, products (including software), services, or solutions (collectively, “Technology”), and (b) all intellectual property rights arising or resulting therefrom (“IPR”). Executive agrees and acknowledges that all Technology shall be considered a “work made for hire” as provided under the United States Copyright Act, 17 U.S.C. Section 101, et seq., and together with the IPR, is exclusively owned by and the sole and exclusive property of the Company. Executive hereby irrevocably assigns to the Company all Company IP. Executive shall immediately disclose all Technology to the Company in writing. Executive agrees to provide the Company with all assistance reasonably required to perfect and support the Company’s ownership and rights in, and to maintain, protect, and enforce, its rights, title and interests in and to the Company IP, including signing any related documentation. Executive agrees and acknowledges that, except as provided by law, no remuneration, compensation, any other right or obligation is or may become due to Executive in respect to his compliance with the terms of this Section.

3. Restrictive Covenants.

(a)  Pursuant to Executive’s employment with the Company, Executive will have access to, and knowledge of, Confidential Information not known to, or readily ascertainable by, the public and the Company’s competitors and that gives the Company a competitive advantage. Executive acknowledges that, whether for his own benefit or the benefit of others, any unauthorized use, transfer, or disclosure of the Confidential Information can place the Company at a competitive disadvantage and cause damage, financial and otherwise, to its business. Executive further acknowledges that, because of his access to and knowledge of the Confidential Information, Executive will be in a position to compete unfairly with the Company following the termination of his employment.

(b)  For the purpose of protecting the Company’s business interests, including the Confidential Information, goodwill and stable trained workforce of the Company, Executive agrees that, during his employment or service with the Company and for a three (3) year period following the termination date of Executive’s employment or service for any reason (the “Termination Date” and such period, the “Restricted Period”), Executive will not, without the prior written consent of the Company’s Board of Directors:

(i)  Non-Recruit/Hire - Directly or indirectly (including by assisting third parties) recruit, hire or solicit, or attempt to recruit, hire or solicit any person who is on, or within six (6) months before, the date of such prohibited conduct an employee of the Company with whom Executive had contact to terminate such employee’s employment with the Company (each a “Covered Employee”), or otherwise interfere with the relationship between the Company and any Covered Employee; provided, however, that nothing in this Section shall preclude Executive or any other person or entity with whom Executive is associated from conducting any general solicitation or general advertisement of employment for employees in newspapers, trade publications, websites or other media, so long as such advertisements are not targeted specifically at Covered Employees, or engaging recruiters to conduct general employee search activities so long as such recruiters have been instructed not to, and do not, specifically solicit any Covered Employees.

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(ii)  Non-Solicitation - Directly or indirectly (including by assisting third parties) solicit or attempt to solicit the business of any Company customers or prospective customers with which Executive had Material Contact (as defined below) during the last two (2) years of his employment or service with the Company for purposes of providing Competing Products/Services (as defined below)).

(iii)  Non-Competition - Perform services or contribute knowledge, directly or indirectly, as an employee, consultant, contractor, owner, advisor, agent, partner, shareholder, officer or member of a board of directors to a Competing Organization (as defined below) anywhere within the Restricted Territory; provided, however, that nothing in this Section shall prohibit Executive from (A) passively owning of up to two percent (2%) of the outstanding stock of any class of securities of any publicly-traded corporation on a national securities exchange or in the over-the-counter market, or (B) during the post-termination portion of the Restricted Period, being employed or engaged by any person or entity where such work would not involve any level of strategic, advisory, technical, creative, sales or other activity similar to that which Executive provided to the Company (acknowledging that Executive’s role requires Executive to engage in strategic, managerial and business development activity), or is in connection with an independent business line of such person or entity that is wholly unrelated to the Competing Products/Services and the Confidential Information (subject to protocols to prevent Executive from disclosing Confidential Information..

(iv)  Non-Disparagement. During Executive’s employment or service with the Company and at all times thereafter, except as otherwise provided in Section 1(b) above, Executive shall not, directly or indirectly, take any action, or encourage others to take any action, to disparage or criticize the Company, any of its employees or officers, and/or its affiliates or their respective products and services.

(c)  The following definitions apply to the restrictive covenants set forth above:

(i)  “Material Contact” shall mean the contact between Executive and each customer or prospective customer (a) with which Executive dealt on behalf of the Company, (b) whose dealings with the Company were coordinated or supervised by Executive, (c) about whom Executive obtained Confidential Information in the ordinary course of business as a result of his association with the Company, and/or (d) who receives products or services authorized by the Company, the sale or provision of which, with regard to prospective customers, results, resulted, or would have resulted in compensation, commissions, or earnings for Executive;

(ii)  “Competing Products/Services” shall mean any products, services, solutions, platforms, or activities that compete with the products or services produced, provided or engaged in by the Company, including Board-approved products, services or activities in the planning or development stage (for purposes of the post-termination portion of the Restricted Period, at any time during the two (2) years prior to termination of Executive’s employment or service with the Company;

(iii)  “Competing Organization” shall mean any person, business or organization that sells, researches, develops, manufactures, markets, consults with respect to, distributes and/or provides referrals regarding one or more Competing Products/Services; and

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(iv) “Restricted Territory” shall mean (any state, county, city, municipality, or other locale in the United States or any other country or jurisdiction in which the Company conducts business operations (for purposes of the post-termination portion of the Restricted Period, at any time during the two (2) year period prior to the Termination Date).

4. Consideration. Executive acknowledges that Executive would not receive the benefits and consideration provided under the Employment Letter but for Executive’s consent to abide by the restrictive covenants set forth in this Agreement, and Executive’s agreement to the same is a material component of the consideration for this Agreement and Executive’s employment with the Company.

5. Remedies. Executive agrees that, a breach of any of the restrictive covenants set forth in this Agreement would cause irreparable harm to the Company, the exact amount of which would be difficult to determine, and that the remedies at law for any such breach would be inadequate. Accordingly, if Executive breaches any of the restrictive covenant provisions of this Agreement, (a)(i) the Company shall have no obligation to continue making any further Restrictive Covenant Payments and all LTI equity awards shall be automatically forfeited and terminated and (ii) Executive shall, to the maximum extent permitted by applicable law, be required to repay to the Company within thirty (30) days of written notice of the breach any Restrictive Covenant Payments previously paid or delivered to Executive, plus the value of any gains realized from the exercise or sale of any LTI equity awards that vested during the twelve (12) months preceding the breach; and (b) the Company will also be entitled to an accounting and repayment from Executive of all profits, compensation, commissions, remuneration or benefits that Executive (and/or the applicable Competing Organization) directly or indirectly have realized or may realize as a result of or in connection with any such breach. Without limiting the foregoing, in the event of a breach or threatened breach of any of the restrictive covenant provisions set forth in this Agreement, the Company may, in addition to other rights and remedies available at law or in equity, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security), and Executive hereby agrees to waive the defense in any such suit that the Company has an adequate remedy at law. In any action for injunctive relief, the prevailing Party will be entitled to collect reasonable attorneys’ fees and other reasonable costs from the non-prevailing Party.

6. Subsequent Employment. Executive agrees that, while employed by the Company and for three (3) years thereafter, Executive shall communicate the contents of this Agreement to any person, firm, association, partnership, corporation or other entity which Executive intends to become employed by, contract for, associated with or represent, prior to accepting and engaging in such employment, contract, association and/or representation.

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7. Tolling. Executive agrees that the Restricted Period shall, to the maximum extent permitted by law, be tolled and suspended during and for the pendency of any violation of its terms and for the pendency of any legal proceedings to enforce any of the restrictive covenants set forth in this Agreement, and that all time that is part of or subject to such tolling and suspension shall not be counted toward the three (3) year duration of the Restricted Period.

8. Reasonable and Necessary. Executive agrees that the restrictive covenants set forth in this Agreement are reasonable and necessary for the protection of the Company’s legitimate business interests, that they do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company, that they contain reasonable limitations as to time and scope of activity to be restrained, that they do not unduly restrict Executive’s ability to earn a living, and that they are not unduly burdensome to Executive.

9. Severability; Reformation. Each section and clause of this Agreement constitutes an entirely separate and independent restriction and the duration, extent and application of each of the restrictions are no greater than is necessary for the protection of the Company’s interests. If any part or clause of this Agreement is held illegal, unenforceable or invalid for any reason by a court of competent jurisdiction or arbitrator, it shall be severed and shall not affect any other part of this Agreement, which shall be enforced as permitted by law; provided, however, that the Parties intend that any such illegal, unenforceable or invalid be reformed or otherwise modified by such court or arbitrator to render it valid and enforceable to the fullest extent permitted by law.

10. Governing Law; Venue. This Agreement is governed by and is to be construed in accordance with the laws of the State of Georgia, irrespective of its choice-of-law rules. Any action arising under or related to this Agreement must be filed exclusively in the state or federal courts in Georgia and each of the Parties hereby consents to the jurisdiction and venue of such courts. Executive hereby waives personal service of any summons, complaint or other process and agrees that mailing of process or other papers to Executive’s mailing address as reflected in the Company’s personnel records or in such other manner as may be permitted by applicable law shall be valid and sufficient service thereof.

11. WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR OTHER LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

12. Entire Agreement; Modification. This Agreement constitutes the entire agreement between the Parties with respect to the issues addressed in this Agreement and, for the avoidance of doubt, this Agreement supersedes any similar provision in any prior agreement between the Parties, including any employment agreement, offer letter, consulting agreement and confidentiality, proprietary information or restrictive covenant agreement. Notwithstanding Section 9 above, no provision of this Agreement may be modified or waived except in writing signed by Executive and a duly authorized representative of the Company, which must specifically reference this Agreement and the provision that the Parties intend to waive or modify.

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13. Assignment. Executive may not assign, in whole or in part, this Agreement or any of the obligations herein, and any purported assignment by Executive shall be null and void from the initial date of purported assignment. The Company may assign this Agreement to one or more of its affiliates or to any successor to the business and/or assets of the Company. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

14. Construction. This Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. As used herein, the phrase “including” means “including, but not limited to” or “including, without limitation” in each instance. “Or” is used in the inclusive sense of “and/or.” The headings in this Agreement are for reference only, and do not in any way affect the meaning or interpretation of this Agreement.

15. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, and all of which together will constitute one document. This Agreement may be executed and delivered through an electronic signature or acknowledgment.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

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Exhibit 10.2

SEPARATION AGREEMENT

AND GENERAL WAIVER AND RELEASE

This Separation Agreement and General Waiver and Release (“Agreement”) is made by and between NCR Voyix Corporation (hereinafter, the “Company”), and David Wilkinson (hereinafter, “Employee”). The Company and Employee are each referred to as a “Party” and collectively as the “Parties.” The Effective Date of this Agreement is defined in Section 8 herein.

WHEREAS, Employee was employed at-will by the Company since October 2023, as Chief Executive Officer, pursuant to his employment agreement by and between Employee and the Company dated September 25, 2023, which was subsequently amended on March 13, 2024 (“Employment Agreement”);

WHEREAS, Employee’s employment with the Company ends on February 4, 2025; and

WHEREAS, the Parties wish to enter into this Agreement to document the severance and other benefits that Employee will receive under the NCR Voyix Corporation 2024 Executive Severance Plan (the “Severance Plan”), the Employment Agreement, and the outstanding award agreements governing Employee’s outstanding equity awards, and to otherwise document the end of the Parties’ relationship and any continuing obligations of the Parties to one another, and to fully and finally resolve any actual or potential disputes, whether known or unknown, that may exist between them.

WHEREAS, the Parties wish to enter into the consulting agreement attached hereto as Exhibit A (the “Consulting Agreement”) for the sixty-day period from February 4, 2025 through April 5, 2025 whereby Employee will perform certain transition and other consulting services as an independent contractor to the Company following his termination of employment.

WHEREAS, the payments and benefits set forth in this Agreement, including the payments and benefits provided in the Consulting Agreement, are the exclusive payments and benefits to Employee in connection with the ending of Employee’s employment.

NOW THEREFORE, in consideration of the promises, agreements, representations, and acknowledgments made herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Separation Date. Employee’s final day of employment with the Company is February 4, 2025 (the “Separation Date”). On the Separation Date, Employee’s employment with the Company will end, and by executing this Agreement and without any additional action by the Parties, Employee will resign from all positions as of the Separation Date, including any officer or director positions he holds with the Company, or any subsidiaries or entities affiliated with the Company. After the Separation Date, Employee will neither be, nor will Employee represent that he is, an employee, director, officer, attorney, agent, or representative of the Company for any purpose. Employee understands and agrees that his employment with the Company is ending on the Separation Date and that he has no right to or expectation of re-employment by the Company and that as of the Separation Date, Employee will have incurred a “separation from service” under Section 409A of the Internal Revenue Code of 1986, as amended.

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2. Transition Services. From February 4, 2025 through April 5, 2025 (the “Transition Services Period”), Employee will provide such transition services as may be reasonably requested by the Company from time to time in the role of special advisor (the “Transition Services”) subject to the terms of the Consulting Agreement. During the Transition Services Period, Employee will be providing the Transition Services as an independent contractor and not as an employee of the Company and Employee’s provision of such Transition Services will not be construed to create any association, partnership, joint venture, employment or agency relationship between you and the Company for any purpose. The Transition Services will be subject to the terms and conditions of the Consulting Agreement attached hereto as Exhibit A. Employee further agrees that he will execute and return the Reaffirmation attached hereto as Exhibit B at the conclusion of the Transition Services Period.

3. No Consideration Absent Execution and Non-Revocation of This Agreement; No Other Consideration. Employee acknowledges and agrees that Employee is not eligible for or entitled to any payments, equity or benefits other than as provided in this Agreement. The Company will pay to Employee any earned, unpaid wages through the Separation Date, as required by law, all less all applicable and legally required withholdings and deductions, to be paid out on the Company’s first regularly scheduled payroll date after the Separation Date in accordance with the Company’s standard payroll practices. Employee acknowledges and agrees that, except as provided in this Agreement, Employee has been fully paid any and all compensation earned through the Separation Date, including, but not limited to, all wages, bonuses, commissions, premiums, stock, stock options, vesting, reimbursable business expenses, and any and all other benefits and compensation due to Employee, provided that Employee may submit reimbursable business expenses during the five business days after the Separation Date. Employee acknowledges and agrees Employee would not receive the monies and benefits specified in Sections 4(a) – 4(h) below but for Employee’s execution and non-revocation of this Agreement and compliance with the terms and conditions contained herein.

4. Separation Payments. In consideration of the promises and covenants made by Employee in this Agreement and the Consulting Agreement, including the general waiver and release of claims which forms a material part of this Agreement and Employee’s compliance with all of the terms and conditions of this Agreement, and conditioned on Employee’s timely execution and non-revocation of this Agreement and Employee’s timely execution and non-revocation of the Reaffirmation attached hereto as Exhibit B at the conclusion of the Transition Services Period, the Company will make the following “Separation Payments” pursuant to the Severance Plan, Employment Agreement and the outstanding award agreements governing Employee’s outstanding equity awards consistent with a termination without cause pursuant to such plans and agreements:

(a) the Company will pay to Employee the Employee’s accrued, but unpaid annual short term cash incentive bonus payable pursuant to the NCR Voyix Corporation Management Incentive Program (the “MIP”) that was determined to be payable for calendar year 2024 based on actual performance attainment and that Employee would have received had Employee remained employed through the date such bonuses are paid as a one-time, lump-sum payment (expected to be $540,000), less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;

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(b) the Company will pay to Employee the prorated portion of Employee’s annual short term cash incentive bonus payable pursuant to the MIP for calendar year 2025 prorated based on the Employee’s days of service during calendar year 2025 through the Separation Date in the amount of $115,068 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;

(c) the Company will pay to Employee severance in the amount of $4,000,000.00 as a one-time, lump-sum payment, less all applicable and legally required withholdings and deductions, to be paid out on the first payroll date following the sixtieth (60th) calendar day after the Separation Date in accordance with the Company’s standard payroll practices;

(d) the Company will vest and settle with Employee, based on continued services through the last day of the Transition Services Period, 78,667 shares of time-based restricted stock units constituting a prorated portion of his unvested time-based restricted stock unit award agreements under NCR Corporation 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the timing of settlement;

(e) the Company will vest and settle with Employee, based on Employee’s continued services through the last day of the Transition Services Period, (all share amounts are based on target performance but actual share amounts will be based on actual performance at the end of each applicable performance period, as provided in the underlying award agreements):

(i) 25,546 shares of NCR Atleos performance-based restricted stock units granted on February 25, 2022,

(ii) 47,345 shares of Company performance-based restricted stock units granted on February 25, 2022,

(iii) 32,405 shares of NCR Atleos performance-based restricted stock units granted on December 21, 2022,

(iv) 64,812 shares of Company performance-based restricted stock units granted on December 21, 2022,

(v) 78,667 shares of Company performance-based restricted stock units granted on March 15, 2024, and

(vi) 28,353 shares of Company performance-based restricted stock units granted on November 8, 2024,

for a total of 277,128 shares of performance-based restricted stock units constituting a prorated portion of his unvested performance-based restricted stock units award agreements under the NCR Corporation 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the requirement that such shares remain subject to completion of the performance period and actual performance and the timing of settlement (actual share numbers will be adjusted upward or downward based on the Company’s actual performance at the end of each applicable performance period as provided under the terms of the applicable award agreements);

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(f) Based on continued services through the last day of the Transition Services Period, Employee will be vested in and continue to hold:

(i) 21,712 NCR Atleos stock options granted on February 8, 2019,

(ii) 43,424 Company stock options granted on February 8, 2019,

(iii) 103,503 NCR Atleos stock options granted on February 12, 2020, and

(iv) 207,006 Company stock options granted on February 12, 2020,

for a total of 375,645 stock options under the NCR Corporation 2017 Stock Incentive Plan, subject to the terms and conditions of such plan and agreements, including the required exercise price and timing of exercise;

(g) the Company will provide to Employee outplacement services not to exceed $50,000, which must be completed by the period one (1) year immediately following the Separation Date using a reputable provider selected by Employee with the Company’s approval (provided, however; Employee will not be entitled to obtain cash in lieu of the outplacement services); and

(h) Provided that Employee timely elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and is otherwise eligible for COBRA continuation coverage under applicable law, the Company will pay Employee’s COBRA premium applicable to Employee for comparable coverage under the Company’s group medical plan for a period of up to eighteen (18) consecutive months immediately following the Separation Date, provided, however, that if at any time during the eighteen (18) consecutive month period Employee becomes entitled to receive health insurance from a subsequent employer, or Employee is no longer eligible to receive COBRA continuation coverage under applicable law, the Company’s obligations under this Section 4(h) shall terminate immediately. Employee acknowledges and agrees that it is Employee’s sole responsibility to timely elect the COBRA continuation coverage in order to receive the COBRA benefits of this Section 4(h). Information about COBRA continuation coverage will be provided to Employee under separate cover at a later date or by Employee’s insurance provider. All other employment benefits received by Employee shall cease to be effective on the Separation Date.

(i) Employee acknowledges and agrees that Employee is not eligible for any payments or benefits other than as provided in this Agreement and expressly acknowledges that he is not eligible for any additional equity interests other than the interests already owned by Employee.

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5. General Waiver and Release of Known and Unknown Claims. Employee understands and agrees that his acceptance of this Agreement means that, except as stated in Sections 6 and 13, Employee is forever waiving any and all rights to bring suit against, releasing from any and all liability, and giving up any and all legal claims or other rights and remedies that Employee may have against the Company and its subsidiaries, affiliates, and related companies, predecessors and successors, their insurers, their directors or members, officers, managers, employees, agents, and representatives (the “Releasees”), individually and/or in their business capacities, for any claims, relief, remedies, liabilities, damages, or benefits whatsoever that are based on, arise from, or relate to, in whole or in part, any facts, acts, or omissions that occurred on or before the date that Employee signed this Agreement whether known or unknown. Employee understands that this waiver and release of claims and liabilities includes claims relating to Employee’s employment and the termination of Employee’s employment, any Company policy, practice, contract, or agreement (written or oral), any tort or personal injury, any policies, practices, laws or agreements governing the payment of wages, commissions, or other compensation, and any federal laws concerning employment discrimination or retaliation, including, but not limited to: Title VII of the Civil Rights Act of 1967, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, the Age Discrimination in Employment Act of 1967 (“ADEA”) (and as amended by the Older Worker’s Benefit Protection Act of 1990 (“OWBPA”)), the Employee Retirement Income Security Act of 1974 (with respect to unvested benefits), the National Labor Relations Act of 1935 (with respect to rights and claims under Sections 7 and 8, including the right to file an unfair labor practice charge), the Fair Labor Standards Act of 1938 (with respect to rights and claims that may be legally waived and released by private agreement), the Equal Pay Act of 1963, the Lilly Ledbetter Fair Pay Act of 2009, the Family and Medical Leave Act of 1993 (“FMLA”), the Americans with Disabilities Act of 1990, the Genetic Information Nondiscrimination Act of 2008, the Rehabilitation Act of 1973, the Worker Adjustment and Retraining Notification Act of 1988, the Sarbanes-Oxley Act of 2002, the Equal Pay Act of 1963, the Immigration Reform and Control Act of 1986, the Occupational Safety and Health Act of 1970, and the Fair Credit Reporting Act of 1970, all as amended, modified, or restated; any and all claims under: the Georgia Fair Employment Practices Act, the Georgia Equal Pay Act, the Georgia Prohibition of Age Discrimination in Employment Act, the Georgia Equal Employment for Persons with Disabilities Code, the Georgia Discriminatory Wage Practices Based on Sex Act, all other state and local laws that may be legally waived, all including any amendments and their respective implementing regulations, and any other state or local law (statutory, regulatory, or otherwise) that may be legally waived and released, however, the identification of specific statutes is for purposes of example only, and the omission of any specific statute or law shall not limit the scope of this general waiver and release in any manner.

(a) EMPLOYEE UNDERSTANDS THAT THIS AGREEMENT RELEASES AND WAIVES ALL CLAIMS BASED ON FACTS OR OMISSIONS OCCURRING ON OR BEFORE THE DATE THAT EMPLOYEE SIGNS THIS AGREEMENT, EVEN IF EMPLOYEE DOES NOT HAVE KNOWLEDGE OF THOSE FACTS OR OMISSIONS AT THE TIME EMPLOYEE SIGNS THIS AGREEMENT.

6. Employee’s Rights and Claims Not Waived. Employee understands this Agreement does not waive any rights claims, or liabilities he may have concerning or arising from: (a) acts or conduct occurring after the date he signs the Agreement; (b) unemployment insurance benefits; (c) vested benefits under any plan currently maintained by the Company that provides for retirement or pension benefits or similar (however, Employee agrees and acknowledges the Separation Payments provided in Section 4 shall not be considered or included for purposes of any

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retirement benefit contribution or plan); (d) any law or any policy or plan currently maintained by the Company that provides health insurance continuation or conversion rights, such as COBRA; (e) any claim for breach of this Agreement by Company; (f) claims for workers’ compensation benefits or unemployment benefits filed with the applicable state agencies; (g) rights to defense and indemnity and liability insurance coverage (as addressed in the Employment Agreement) or (h) any other right or claim that cannot be legally waived.

7. Employee’s Knowing and Voluntary Waiver and Release of Claims Under the ADEA; Consideration Period for This Agreement. Employee will have a full twenty-one (21) calendar days following his receipt of this Agreement to sign, accept, and return this Agreement to the Company. Employee shall return his signed Agreement to Jane Elliot, Executive Vice President and Chief Human Resources Officer, by 11:59 PM Eastern Standard Time on the twenty-first (21st) calendar day following the date of his receipt of this Agreement for his acceptance to be effective. By signing this Agreement, Employee acknowledges and agrees that Employee has been advised of and understands the following: (a) Employee has carefully read and fully understands all terms and conditions of this Agreement; (b) Employee is receiving valid consideration for this Agreement that is in addition to anything of value to which Employee is already entitled; (c) this Agreement does not waive rights or claims that may arise after it is executed; (d) by signing this Agreement, Employee is waiving rights under the ADEA (and as amended by the OWBPA); (e) Employee has been advised and given the opportunity to consult with an attorney of Employee’s choice before signing this Agreement; (f), Employee has been provided twenty-one (21) calendar days following his receipt of this Agreement to consider this Agreement before signing it (“Consideration Period”), or Employee has freely and knowingly waived the right to consider this Agreement for a full twenty-one (21) calendar days by executing the Agreement before the expiration of the twenty-one (21)-day Consideration Period. Changes to this Agreement, whether material or immaterial, do not restart the Consideration Period. This Agreement may be executed by the Parties in counterparts, and electronic signatures will have the same effect as original signatures.

8. Effective Date and Revocation of this Agreement. Employee shall have an additional seven (7) calendar days after signing this Agreement to revoke this Agreement (the “Revocation Period”). Employee may revoke his acceptance by delivering a written statement during the Revocation Period to Jane Elliot, Executive Vice President and Chief Human Resources Officer, which clearly and unequivocally states that Employee is revoking his acceptance of the Agreement and does not want to be bound by it. This Agreement shall not become effective until 12:01 AM Eastern Standard Time on the eighth (8th) calendar day after the date on which Employee executes (and does not revoke) this Agreement (“Effective Date”). No payments due to employee under this Agreement shall be made or begin before the Effective Date.

9. Employee’s Acknowledgements and Affirmations.

(a) Employee acknowledges and agrees that the Separation Payments provided in Section 4, will not be provided to Employee unless Employee executes and does not revoke this Agreement, this Agreement becomes effective (see Section 8), and Employee complies with all of the terms and conditions of the Agreement.

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(b) Subject to Section 13, Employee affirms that he has not filed, caused to be filed, and is not presently a party to, any claim, litigation, or proceeding against the Company or any of the Releasees.

(c) Employee affirms that he has been granted any leave to which he was entitled under the FMLA or related state or local leave or disability accommodation laws. Employee affirms that all of the Company’s decisions regarding Employee’s pay and benefits through the date of Employee’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law.

(d) Employee affirms that he has not at any time asserted that he was subjected to discrimination or harassment in connection with his employment by the Company.

(e) Employee affirms that he has not been retaliated against for reporting any violations of law or wrongdoing by the Company or its officers, managers, or employees.

(f) Employee affirms that he did not suffer any known injury or occupational disease covered by workers’ compensation in the course and scope of Employee’s employment with the Company.

(g) Employee affirms that he has not divulged any proprietary or confidential information of the Company (other than as permitted under Section 13 of this Agreement) and will continue to maintain the confidentiality of such information consistent with the Company’s policies, Employee’s prior agreement(s) with the Company (as may be applicable), and the common law.

10. Confidentiality of Agreement. Except as permitted under Section 13 of this Agreement, Employee agrees not to disclose any information regarding the underlying facts leading up to or the existence or substance of this Agreement, except to Employee’s spouse, tax advisor, financial advisor, and/or an attorney with whom Employee chooses to consult regarding Employee’s consideration of this Agreement, provided in each case that such individual agrees to maintain the confidentiality of such information.

11. Post-Employment Continuing Obligations. Employee acknowledges and agrees that he continues to be bound by all post-termination confidentiality/non-disclosure, restrictive covenant, intellectual property, and/or inventions obligations to which Employee is subject to in Exhibit A (Restrictive Covenants) of the Employment Agreement and any applicable award agreements under the NCR Corporation 2017 Stock Incentive Plan, which remain in full force and effect and shall survive after the Separation Date. Employee further acknowledges and agrees that his obligations under this Section 11 are reasonable and necessary to protect the legitimate business interests of the Company.

12. Non-Disparagement. Subject to Section 13, Employee agrees and covenants that Employee will not make any defamatory or disparaging statements, whether orally or in writing, to any person, organization, or entity whatsoever, about the Company and/or its subsidiaries, affiliates, predecessors, successors, directors, officers, employees, agents, or representatives. The Company agrees and covenants to instruct its directors and executive officers to not make any

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defamatory or disparaging statements, whether orally or in writing, to any person, organization, or entity whatsoever, about Employee. Moreover, the Company agrees and covenants that it will not make any official written statements that disparage or defame Employee. Notwithstanding the foregoing, nothing in this Section 12 shall prevent the instructed individuals or the Company from making any truthful statement to the extent, but only to the extent (i) necessary with respect to any litigation, arbitration, or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement, in the forum in which such litigation, arbitration or mediation properly takes place, (ii) required by law, legal process or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction over them, (iii) for the purpose of rebutting any statements made by Employee, provided such statements are made in like manner and degree, or (iv) in the case of the instructed individuals, carrying out their duties to the Company. For purposes of this Section 12, a disparaging statement is any communication which, if made in any form, forum, or medium, would cause, or tend to cause, the recipient of the communication to question the business condition, integrity, competence, good character, or product or service quality of the person or entity to whom the communication relates.

13. Protected Rights. Employee understands that nothing in this Agreement shall prohibit Employee from (i) voluntarily communicating with his attorney, (ii) reporting possible violations of the law to government agencies, including the Securities and Exchange Commission (“SEC”), the Equal Employment Opportunity Commission, or any other state or local commission on human rights, or self-regulatory organization or government agency, (iii) recovering a SEC whistleblower award as provided under Section 21F of the Securities Exchange Act of 1934, (iv) disclosing the underlying facts or circumstances relating to claims of discrimination, in violation of laws prohibiting discrimination, against the Company, or (v) communicating with or participating in any investigation or proceeding before any government agency, making disclosures to government agencies that are protected by law (such as providing testimony or information during a government investigation); and, Employee is not required to notify the Company that Employee has made any such reports or disclosures. In response to a valid subpoena, court order or other written request, Employee may provide testimony or information about the Company (including Confidential Information) to a court or other administrative or legislative body, but to the extent legally permitted, and subject to the protected rights in this Section, Employee agrees to provide the Company notice in advance of any such disclosure so that the Company may seek to quash the subpoena or limit the disclosure, if appropriate. Employee also understands that this non-disclosure provision does not interfere with, restrain, or prevent employee communications with each other regarding wages, hours, or other employment terms and conditions.

14. Return of Company Property; Cooperation.

(a) Employee agrees and affirms that Employee will, before or no later than five (5) business days after the Separation Date, return all of the Company’s property, documents, and/or confidential information in his possession. Employee agrees to return any such Company property (i) via hand delivery (if prior to the Separation Date), or (ii) via Federal Express or other nationally recognized overnight courier, postage/freight prepaid, specifying registered or certified mail with tracking and/or return receipt requested (if after the Separation Date).

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(b) Employee agrees and covenants that Employee will, no later than three (3) business days after the Separation Date, provide to Jane Elliot, Executive Vice President and Chief Human Resources Officer, notice that Employee has in his sole possession, control, and knowledge any access credentials or passwords necessary to gain access to any computer, device, program, or other equipment that belongs to the Company or is maintained by the Company or on Company property. Employee will, in this same notification, arrange to securely and confidentiality transfer such access credentials or passwords to the Company. Furthermore, Employee acknowledges an obligation and agrees to not destroy, delete, or disable any Company property, including files, programs, items, and materials on computers, devices or instruments, cloud storage, or similar.

(c) For the avoidance of doubt, the Company’s property includes, but is not limited to, whether in physical or electronic form, any files, programs, items, and materials, memoranda, documents, records, credit cards, keys or keycards, access cards or fobs, computers, laptops, tablets, personal digital assistants, cellular telephones, smartphones, or similar devices or instruments and their related accessories, other equipment of any sort, identification cards or badges, vehicles, and any other items commonly understood to be property of the Company.

15. Cooperation. In the event that any action, suit, claim, hearing, proceeding, arbitration, mediation, audit, assessment, inquiry, or investigation (whether civil, criminal, administrative or otherwise) (each, a “Proceeding”) is commenced by any governmental authority or other person in connection with the Company or any of its Affiliates about which Employee has, or may have, relevant knowledge or information, Employee agrees to cooperate in good faith and to a reasonable extent with the Company or any such Affiliate to defend against such Proceeding, and, if an injunction or other order is issued in any such Proceeding, to cooperate in good faith with the Company or any such Affiliate in its efforts to have such injunction or other order lifted. Such cooperation shall include, but not be limited to, attending any telephone or in-person meetings, conferences, interviews, depositions, hearings, proceedings, or preparation sessions, and providing access to any books and records in Employee’s control, in each case, at the request of the Company or any of its Affiliates or any of their respective representatives.

16. Employee’s Property. Within five business days after the Separation Date, Employee shall retrieve any personal property that he had at the Company’s premises, and the Company agrees to cooperate with that process.

17. Non-Admission. Employee acknowledges and agrees that nothing in this Agreement suggests, or is meant to suggest, that the Company has violated any law or contract or that Employee has any claim or cause of action against the Company.

18. Legal Fees. The Company will reimburse Employee for up to $7,500 of reasonable, documented legal fees that Employee incurs in connection with Employee’s review and acceptance of this Agreement.

19. Successors and Assigns. The Company may freely assign this Agreement at any time, with or without notice to Employee. This Agreement shall inure to the benefit of the Company and its respective successors and assigns and to the benefit of Employee and his successors, personal representatives, and estate. Employee may not assign this Agreement in whole or in part. Any purported assignment by Employee will be null and void from the initial date of the purported assignment.

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20. Interpretation, Governing Law, Forum, and Severability. The Parties agree that this Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without reference to its conflict or choice of laws principles. In the event of a breach of any provision of this Agreement, either Party may file suit specifically to enforce any term or terms of this Agreement or to seek any damages for breach. If any provision of this Agreement is declared illegal or unenforceable by any court of competent jurisdiction, the Parties agree the court shall have the authority to modify the provision in question to make this Agreement legal and enforceable to the fullest extent possible. If this Agreement cannot be modified to be enforceable, excluding Section 5 (General Waiver and Release), such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect. If Section 5 (General Waiver and Release), or any part thereof, is found to be illegal or unenforceable, Employee agrees to execute a binding replacement waiver and release; but if Employee fails to execute a binding replacement waiver and release, then Employee must return all payments received under Sections 4(a) – 4(h) of this Agreement. The Parties agree that the exclusive forum for resolution of any suit, action, or proceeding arising out of or in connection with this Agreement, Employee’s employment, or the termination of Employee’s employment will be a state or federal court of appropriate jurisdiction in Georgia.

21. Final and Binding Effect. Employee understands that if this Agreement becomes effective, it will have a final and binding effect, and that by executing and not timely revoking this Agreement, Employee may be giving up legal rights.

22. Complete Agreement. This Agreement, including the exhibits attached hereto, contains the entire agreement between the Parties with respect to the subject matter hereof, and no amendments, agreements, representations, or statements of any Party relating to the subject matter hereof not contained herein shall be binding on such Party; provided, however, that Employee remains bound by any post-termination confidentiality/non-disclosure, restrictive covenant, intellectual property, and/or invention obligations to which Employee is subject to under Exhibit A (Restrictive Covenants) of the Employment Agreement and any applicable award agreements under the NCR Corporation 2017 Stock Incentive Plan, and which shall remain in full force and effect and shall survive after the Separation Date.

23. Competence to Execute this Agreement. Employee represents that he is competent to execute this Agreement. Employee represents that at the time of considering and executing this Agreement, Employee was not affected or impaired by disability or illness, use of alcohol, drugs, or other substances, or otherwise impaired. Employee represents that he is not a party to any bankruptcy, lien, creditor-debtor, or other proceedings which could impair his right or ability to waive and release all claims he may have against the Company and Releasees. By signing this Agreement, Employee represents that he has read this entire Agreement, understands all of its terms and conditions, and agrees to comply therewith. Employee acknowledges and agrees that he is freely, voluntarily, and knowingly, after due consideration, entering into this Agreement intending to forever waive, release, and settle any and all rights, claims, and/or liabilities that Employee has or may have against the Company and Releasees.

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IN WITNESS WHEREOF, the Parties hereto knowingly and voluntarily executed this Separation Agreement and General Release and Waiver as of the date set forth below:

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Exhibit A

CONSULTING AGREEMENT

This Consulting Agreement (the “Consulting Agreement”) by and between NCR Voyix Corporation (the “Company”) and David Wilkinson (“Consultant” and, collectively with the Company, the “Parties”) is entered into and effective as of February 4, 2025 (the “Consulting Effective Date”).

WHEREAS, Consultant’s employment with the Company ended on February 4, 2025 and Consultant resigned from all director, officer, attorney, agent, or representative positions with the Company (including, but not limited to, his positions as Chief Executive Officer and member of the Company’s Board of Directors) effective as of February 4, 2025 (the “Separation Date”) and Consultant entered into the Separation Agreement and General Waiver and Release (the “Release Agreement”); and

WHEREAS, the Company desires to engage Consultant for transition services to the Company, and Consultant agrees to provide such transition services in accordance with the terms and conditions of this Consulting Agreement.

NOW THEREFORE, for and in consideration for the mutual covenants and promises contained in the Consulting Agreement, the engagement of Consultant and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Transition Services. The Company hereby engages Consultant, and Consultant accepts the engagement as an independent contractor, and agrees Consultant will perform such transition services in the role as special advisor on an as needed basis (the “Transition Services”).

2. Consulting Consideration. The Company shall pay the Consultant a monthly consulting fee equal to $15,000, which shall be paid on the last day of each month for which the Consultant is providing Transition Services, until the earlier of the Expiration Date or termination of this Consulting Agreement (the “Transition Services Fee”). In addition, Consultant shall continue to vest under all outstanding and unvested awards granted Consultant under the NCR Corporation 2017 Stock Incentive Plan and the applicable award agreements through the Expiration Date (as defined below) or such earlier date as this Consulting Agreement may be terminated pursuant to Section 5 below.

Under no circumstances will Consultant be eligible for any continued vesting credit for the period between February 4, 2025 and April 5, 2025 unless Consultant timely executes and does not revoke the Reaffirmation attached hereto as Exhibit B.

3. Relationship of Parties.

A-1

4. Term of Consulting Agreement. This Consulting Agreement shall commence on the Consulting Effective Date and end on April 5, 2025 (the “Expiration Date”) unless terminated earlier pursuant to Section 5 below.

5. Termination.

A-2

6. Miscellaneous.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties hereto have executed this Consulting Agreement as of February 4, 2025.

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Exhibit B

REAFFIRMATION

This Reaffirmation (this “Reaffirmation”) supplements the attached Separation Agreement and General Waiver and Release, dated February 4, 2025 (the “Release Agreement”) previously entered into between David Wilkinson (for yourself, your family, beneficiaries and anyone acting for you) (“You”), and NCR Voyix Corporation (the “Company”).

The Parties hereby reaffirm the validity and terms of the Release Agreement, which is incorporated by reference into this Reaffirmation and capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Release Agreement. The Parties reaffirm that each has complied with all the terms of the Release Agreement and that each will continue to do so. Each Party also reaffirms its agreement to all the terms of the Release Agreement. You hereby unconditionally and irrevocably release, waive, discharge, and give up, to the fullest extent permitted by law, any and all released claims that You may have against the Company, arising on or prior to the date of your execution and delivery of this Reaffirmation to the Company. This paragraph releases all claims, including those of which You are not aware, to the fullest extent permitted by law. You further agree that You have been advised of and acknowledge the following: (i) You have carefully read and fully understand all provisions of this Reaffirmation; (ii) You are receiving valid consideration for this Reaffirmation that is in addition to anything of value to which You are already entitled; (iii) this Reaffirmation does not waive rights or claims that may arise after it is executed; (iv) by signing this Reaffirmation, You are waiving rights under the ADEA as amended by the OWBPA; (v) You have been advised and given the opportunity to consult with an attorney of Your choice before signing this Reaffirmation; (vii) You were provided twenty-one (21) days to consider this Reaffirmation before signing it; and (viii) You may revoke this Reaffirmation at any time up to seven (7) days after signing this Reaffirmation. The Reaffirmation shall not become effective until the revocation period has expired.

You may revoke this Reaffirmation by delivering a written statement during the revocation period to Jane Elliot, Executive Vice President and Chief Human Resources Officer, which clearly and unequivocally states that you are revoking your acceptance of the Reaffirmation.

This Reaffirmation may not be signed prior to the end of the Transition Services Period.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties hereto have executed this Reaffirmation as of April 5, 2025.

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Exhibit 99.1

NCR Voyix Board of Directors Appoints James G. Kelly as President and Chief Executive Officer

Board names lead independent director Kevin Reddy Non-Executive Chair

The Company reaffirms its revenue and adjusted EBITDA guidance for full year 2024

ATLANTA—(BUSINESS WIRE)—February 5, 2025—NCR Voyix Corporation (NYSE: VYX), a leading global provider of digital commerce solutions, said today that its Board of Directors has appointed Executive Chair James G. Kelly to the role of President and Chief Executive Officer, effective immediately. Mr. Kelly succeeds David Wilkinson, who is stepping down as President and CEO and a member of the Board of Directors. As part of the leadership change, lead independent director Kevin Reddy has been named the Company’s non-executive Chair.

“Jim is a proven customer-centric business leader with deep experience in technology and payments. He has been a valuable Board member and Chair since the spin-off of our ATM-related businesses in 2023 and drove the sale process of our digital banking business last year as executive Chair,” said Mr. Reddy. “He brings more than 25 years of executive leadership and has the right experience, judgment and urgency to steer NCR Voyix into its next phase of growth at this pivotal moment.”

Mr. Reddy continued, “The Board and I are very appreciative of David’s commitment to our mission and to his colleagues during his more than decade-long tenure at the company. NCR Voyix is the leading provider of point-of-sale software in the industry and David’s management has helped cement our position. We thank him for his service to the company and his dedication to our global team. David’s leadership and efforts have left NCR Voyix in a stronger position since the spin-off. We appreciate his efforts.”

Mr. Kelly has been a director since the Board was constituted in October 2023 following the spin-off of the ATM-related businesses. Before joining the Board, Mr. Kelly was Chief Executive Officer of EVO Payments, Inc. for 12 years until its acquisition by Global Payments, Inc. in March 2023. Prior to EVO, Mr. Kelly held several senior leadership roles at Global Payments, including President and Chief Operating Officer from 2006 to 2010 and Senior Executive Vice President and Chief Financial Officer from 2000 to 2005.

Mr. Kelly said, “I’m looking forward to working closely with our management team, our valued employees and our customers as we continue to drive increasing value to our customers and our shareholders. With the divestitures and restructuring efforts largely behind us, our focus shifts to the growth of our business as a product-led software and services company. I’ve greatly enjoyed learning from and working with David over the last year and also thank him for his contributions to the company’s success.”

Mr. Wilkinson said, “It has been a great joy to see the company grow and adapt to the many shifts in the point-of-sale market over the last 12 years. The company has an outstanding global team who has worked tirelessly over many years to meet the critical needs of our customers. I have been very fortunate to have led them though this critical phase of separating into two businesses. I believe the company is moving in the right direction to achieve its growth objective.”

Separately, the Company reaffirms its revenue and adjusted EBITDA guidance for full year 2024, previously announced on November 7, 2024, in connection with reporting the Company’s third quarter results. The Company plans to release its fourth quarter and full year 2024 financial results on February 27, 2025.

About NCR Voyix

NCR Voyix Corporation (NYSE: VYX) is a leading global provider of digital commerce solutions for the retail and restaurant industries. NCR Voyix transforms retail stores and restaurant systems through experiences with comprehensive, platform-led SaaS and services capabilities. NCR Voyix is headquartered in Atlanta, Georgia, with customers in more than 30 countries across the globe.

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media.relations@ncrvoyix.com

Investor Contact

Sarah Jane Schneider

sarahjane.schneider@ncrvoyix.com