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| UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB APPROVAL | ||
| OMB Number:3235-0145
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
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NCR CORPORATION
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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62886E108
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(CUSIP Number)
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May 14, 2010
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. Beneficial ownership information contained herein is given as of the date listed above.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP NO. 62886E108
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1
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Names of Reporting Persons.
Greenlight Capital, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
3,109,243 shares**
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
3,109,243 shares**
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,109,243 shares**
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
1.9%**
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12
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Type of Reporting Person (See Instructions)
OO
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**SEE ITEM 4(b).
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CUSIP NO. 62886E108
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1
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Names of Reporting Persons.
Greenlight Capital, Inc.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
6,867,760 shares**
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
6,867,760 shares**
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,867,760 shares**
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
4.3%**
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12
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Type of Reporting Person (See Instructions)
CO
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**SEE ITEM 4(b).
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CUSIP NO. 62886E108
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1
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Names of Reporting Persons.
DME Management GP, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
171,554 shares**
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
171,554 shares**
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
171,554 shares**
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
0.1%**
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12
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Type of Reporting Person (See Instructions)
OO
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**SEE ITEM 4(b).
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CUSIP NO. 62886E108
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1
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Names of Reporting Persons.
DME Advisors, LP
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
1,114,500 shares**
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
1,114,500 shares**
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,114,500 shares**
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
0.7%**
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12
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Type of Reporting Person (See Instructions)
PN
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**SEE ITEM 4(b).
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CUSIP NO. 62886E108
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1
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Names of Reporting Persons.
DME Capital Management, LP
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
251,805 shares**
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
251,805 shares**
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
251,805 shares**
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
0.2%**
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12
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Type of Reporting Person (See Instructions)
PN
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**SEE ITEM 4(b).
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CUSIP NO. 62886E108
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1
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Names of Reporting Persons.
DME Advisors GP, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
1,366,305 shares**
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
1,366,305 shares**
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,366,305 shares**
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
0.9%**
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12
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Type of Reporting Person (See Instructions)
OO
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**SEE ITEM 4(b).
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CUSIP NO. 62886E108
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1
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Names of Reporting Persons.
David Einhorn
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
U.S. Citizen
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
8,234,065 shares**
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
8,234,065 shares**
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
8,234,065 shares**
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
5.1%**
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12
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Type of Reporting Person (See Instructions)
IN
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**SEE ITEM 4(b).
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CUSIP NO. 62886E108
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SCHEDULE 13G
This Schedule 13G is being filed on behalf of Greenlight Capital, LLC, a Delaware limited liability company ("Greenlight LLC"), Greenlight Capital, Inc., a Delaware corporation ("Greenlight Inc."), DME Management GP, LLC, a Delaware limited liability company ("DME Management GP"), DME Advisors, LP, a Delaware limited partnership ("DME Advisors"), DME Capital Management, LP, a Delaware limited partnership ("DME CM"), DME Advisors GP, LLC, a Delaware limited liability company ("DME GP" and together with Greenlight LLC, Greenlight Inc., DME Management GP, DME Advisors and DME CM, "Greenlight"), and Mr. David Einhorn, the principal of Greenlight (collectively with Greenlight, the "Reporting Persons").
This Schedule 13G relates to common stock, par value $0.01 ("Common Stock"), of NCR Corporation, a Maryland corporation (the "Issuer"), purchased by Greenlight for the account of (i) Greenlight Capital, L.P. ("Greenlight Fund") of which Greenlight LLC is the general partner and for which Greenlight Inc. acts as investment manager, (ii) Greenlight Capital Qualified, L.P. ("Greenlight Qualified") of which Greenlight LLC is the general partner and for which Greenlight Inc. acts as investment manager, (iii) Greenlight Capital Offshore Partners ("Greenlight Offshore") for which Greenlight Inc. acts as investment manager, (iv) a managed account for which DME Advisors acts as investment manager, (v) Greenlight Capital (Gold), LP ("Greenlight
Gold") of which DME Management GP is the general partner and for which DME CM acts as investment manager, and (vi) Greenlight Capital Offshore Master (Gold), Ltd. ("Greenlight Gold Offshore") for which DME CM acts as investment manager. DME GP is the general partner of DME Advisors and of DME CM.
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Item 1
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(a)
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Name of Issuer
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NCR Corporation
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(b)
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Address of Issuer’s Principal Executive Offices
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3097 Satellite Boulevard
Duluth, Georgia 30096
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Item 2
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(a)
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Name of Person Filing
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This statement is being filed on behalf of each of the following persons:
(i) Greenlight Capital, LLC;
(ii) Greenlight Capital, Inc.;
(iii) DME Management GP, LLC;
(iv) DME Advisors, LP;
(v) DME Capital Management, LP;
(vi) DME Advisors GP, LLC; and
(vii) David Einhorn.
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(b)
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Address of Principal Business Office or, if none, Residence
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The principal business office of each the Reporting Persons is 140 East 45th Street, 24th Floor, New York, New York 10017.
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CUSIP NO. 62886E108
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(c)
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Citizenship
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(i) Greenlight LLC is a limited liability company organized under the laws of the State of Delaware.
(ii) Greenlight Inc. is a corporation organized under the laws of the State of Delaware.
(iii) DME Management GP is a limited liability company organized under the laws of the State of Delaware.
(iv) DME Advisors, LP is a limited partnership organized under the laws of the State of Delaware.
(v) DME Capital Management, LP is a limited partnership organized under the laws of the State of Delaware.
(vi) DME GP is a limited liability company organized under the laws of the State of Delaware.
(vii) David Einhorn is a United States citizen.
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(d)
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Title of Class of Securities
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Common Stock, par value $0.01 per share
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(e)
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CUSIP Number
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62886E108
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Item 3
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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[ ]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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[ ]
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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[ ]
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Insurance Company as defined in Section 3(a)(19) of the Act;
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(d)
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[ ]
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
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(e)
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[ ]
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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[ ]
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A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
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(k)
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[ ]
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
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CUSIP NO. 62886E108
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Item 4
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Ownership:
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Item 4(a)
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Amount Beneficially Owned:
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i)
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Greenlight LLC may be deemed the beneficial owner of an aggregate of 3,109,243 shares of Common Stock held for the accounts of Greenlight Fund and Greenlight Qualified.
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ii)
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Greenlight Inc. may be deemed the beneficial owner of an aggregate of 6,867,760 shares of Common Stock held for the accounts of Greenlight Fund, Greenlight Qualified and Greenlight Offshore.
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iii)
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DME Management GP may be deemed the beneficial owner of 171,554 shares of Common Stock held for the account of Greenlight Gold.
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iv)
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DME Advisors may be deemed the beneficial owner of 1,114,500 shares of Common Stock held for the account of a managed account for which DME Advisors acts as investment manager.
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v)
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DME CM may be deemed the beneficial owner of 251,805 shares of Common Stock held for the accounts of Greenlight Gold and Greenlight Gold Offshore.
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vi)
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DME GP may be deemed the beneficial owner of 1,366,305 shares of Common Stock held for the accounts of Greenlight Gold, Greenlight Gold Offshore and a managed account for which DME Advisors acts as investment manager.
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vii)
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Mr. Einhorn may be deemed the beneficial owner of 8,234,065 shares of Common Stock. This number consists of: (A) an aggregate of 3,109,243 shares of Common Stock held for the accounts of Greenlight Fund and Greenlight Qualified, (B) 3,758,517 shares of Common Stock held for the account of Greenlight Offshore, (C) 171,554 shares of Common Stock held for the account of Greenlight Gold, (D) 80,251 shares of Common Stock held for the account of Greenlight Gold Offshore, and (E) 1,114,500 shares of Common Stock held for a managed account for which DME Advisors acts as investment manager.
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The filing of this Schedule 13G shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any of the shares of Common Stock owned by Greenlight Fund, Greenlight Qualified, Greenlight Offshore, Greenlight Gold, Greenlight Gold Offshore or any managed account for which DME Advisors acts as investment manager. Pursuant to Rule 13d-4, each of the Reporting Persons disclaims all such beneficial ownership except to the extent of their pecuniary interest in any shares of Common Stock, if applicable.
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Item 4(b)
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Percent of Class:
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The information set forth in Rows 5 through 11 of the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(b) for each such Reporting Person. The denominator for determining the percentage of shares of Common Stock held by each of the Reporting Persons was 160,300,000, which is the number of shares of Common Stock approximated by the Issuer as being outstanding as of April 16, 2010, as reported in the Quarterly Report on Form 10-Q filed by the Issuer on April 29, 2010 with the Securities and Exchange Commission.
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CUSIP NO. 62886E108
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Item 4(c) Number of shares as to which each such person has voting and dispositive power:
The information set forth in Rows 5 through 11 of the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(c) for each such Reporting Person.
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Item 5
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Ownership of Five Percent or Less of a Class
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Not applicable.
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Not applicable.
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Item 8
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9
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Notice of Dissolution of Group
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Not applicable.
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Item 10
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Certification
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Exhibits Exhibit
99.1 Joint Filing Agreement by and among the Reporting Persons.
99.2 Power of Attorney.
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CUSIP NO. 62886E108
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: May 24, 2010
GREENLIGHT CAPITAL, LLC
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
GREENLIGHT CAPITAL, INC.
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
DME MANAGEMENT GP, LLC
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
DME ADVISORS, LP
By: DME Advisors GP, LLC,
its general partner
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
DME CAPITAL MANAGEMENT, LP
By: DME Advisors GP, LLC,
its general partner
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
DME ADVISORS GP, LLC
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
/s/DANIEL ROITMAN
Daniel Roitman, on behalf of David Einhorn
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CUSIP NO. 62886E108
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EXHIBIT INDEX
Exhibit No. Description
Exhibit 99.1 Joint Filing Agreement by and among the Reporting Persons.
Exhibit 99.2 Power of Attorney.
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G and/or 13D (including any and all amendments thereto) with respect to Common Stock of NCR Corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and/or 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of May 24, 2010.
GREENLIGHT CAPITAL, LLC
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
GREENLIGHT CAPITAL, INC.
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
DME MANAGEMENT GP, LLC
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
DME ADVISORS, LP
By: DME Advisors GP, LLC,
its general partner
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
DME CAPITAL MANAGEMENT, LP
By: DME Advisors GP, LLC,
its general partner
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
DME ADVISORS GP, LLC
By: /s/DANIEL ROITMAN
Daniel Roitman
Chief Operating Officer
/s/DANIEL ROITMAN
Daniel Roitman, on behalf of David Einhorn
Exhibit 99.2
POWER OF ATTORNEY
The undersigned (the "Principal") hereby constitutes and appoints each of Harry Brandler and Daniel Roitman (each, an "Agent"), signing singly, the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as managing member and/or officer of each of Greenlight Capital, LLC, Greenlight Capital, Inc., DME Management GP, LLC, DME Advisors GP, LLC, DME Advisors, LP, DME Capital Management, LP and any other entity and in the undersigned's individual capacity, Forms 3, 4, and 5 in accordance with Section 16(a) of Securities Exchange Act of 1934, as amended (the "Act") and the rules thereunder and Schedules 13D and 13G in accordance with Section 13(d) of the Act and the rules thereunder, in each case with respect to securities of any issuer (an “Iss
uer”) of securities registered pursuant to Section 12 of the Act,
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 or Schedule 13D or 13G, complete and execute any amendment or amendments thereto, and file any such form or amendment with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13 of the Act.
This Power of Attorney shall remain in full force and effect until, in the case of each Issuer, the undersigned is no longer required to file Forms 3, 4 or 5 and Schedule 13D or 13G with respect to the undersigned's direct or indirect beneficial ownership of and transactions in securities of such Issuer, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
This Power of Attorney shall not be revoked or terminated by any subsequent power of attorney. This Power of Attorney is not intended to revoke or terminate any prior powers of attorney. If it is determined by a court of competent jurisdiction that any provision of this Power of Attorney is invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Power of Attorney.
The following disclosure is required to be included verbatim in all powers of attorney subject to Title 15 of Article 5 of the New York State General Obligations Law.
“CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the “principal,” you give the person whom you choose (your “agent”) authority to spend your money and sell or dispose of your property during your lifetime without telling you. You do not lose your authority to act even though you have given your agent similar authority.
When your agent exercises this authority, he or she must act according to any instructions you have provided or, where there are no specific instructions, in your best interest. “Important Information for the agent” at the end of this document describes your agent’s responsibilities. Your agent can act on your behalf only after signing the Power of Attorney before a notary public.
You can request information from your agent at any time. If you are revoking a prior Power of Attorney by executing this Power of Attorney, you should provide written notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located.
You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly.
Your Agent cannot make health care decisions for you. You may execute a “Health Care Proxy” to do this.
The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at a law library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us.
If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.
IMPORTANT INFORMATION FOR THE AGENT: When you accept the authority granted under this Power of Attorney, a special legal relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked. You must:
(1) act according to any instructions from the principal, or, where there are no instructions, in the principal’s best interest;
(2) avoid conflicts that would impair your ability to act in the principal’s best interest;
(3) keep the principal’s property separate and distinct from any assets you own or control, unless otherwise permitted by law;
(4) keep a record or all receipts, payments, and transactions conducted for the principal; and
(5) disclose your identity as an agent whenever you act for the principal by writing or printing the principal’s name and signing your own name as “agent” in either of the following manner: (Principal’s Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal’s Name).
You may not use the principal’s assets to benefit yourself or give major gifts to yourself or anyone else unless the principal has specifically granted you that authority in this Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to any instructions of the principal or, where there are no such instructions, in the principal’s best interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principal’s guardian if one has been appointed. If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice.
Liability of agent:
The meaning of the authority given to you is defined in New York’s General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation.”
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 24th day of May 2010.
Signature: /s/ David Einhorn
David Einhorn
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On 24th day of May 2010, before me personally appeared David Einhorn, to me known to be the individual described in and who executed the foregoing Power of Attorney, and duly acknowledged to me that he executed the same as his free act and deed.
/s/ Camille E. Granato
Notary Public
My commission expires:
[Seal] Camille E. Granato
Notary Public, State of New York
No. 01GR1532330
Qualified in New York County
Commission Expires Dec. 31, 2013
Agreed and Accepted:
Signature: /s/ Harry Brandler
Harry Brandler
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On 24th day of May 2010, before me personally appeared Harry Brandler, to me known to be the individual described in and who executed the foregoing Power of Attorney, and duly acknowledged to me that he executed the same as his free act and deed.
/s/ Camille E. Granato
Notary Public
My commission expires:
[Seal] Camille E. Granato
Notary Public, State of New York
No. 01GR1532330
Qualified in New York County
Commission Expires Dec. 31, 2013
Agreed and Accepted:
Signature: /s/ Daniel Roitman
Daniel Roitman
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 24th day of May 2010, before me personally appeared Daniel Roitman, to me known to be the individual described in and who executed the foregoing Power of Attorney, and duly acknowledged to me that he executed the same as his free act and deed.
/s/ Camille E. Granato
Notary Public
My commission expires:
[Seal] Camille E. Granato
Notary Public, State of New York
No. 01GR1532330
Qualified in New York County
Commission Expires Dec. 31, 2013