Common use of Inducement Payment Clause in Contracts

Inducement Payment. You hereby agree to exchange, discharge and settle your rights to any change in control severance pursuant to the Executive Agreement between you and the Company (such severance, the “CIC Severance”) for your rights with respect to the Inducement Payment (as defined in this Section A), subject to the terms and conditions set forth here. In order to provide you with a material inducement for the discharge and settlement of such rights to the CIC Severance, subject to your compliance with Sections D, F and G of this letter agreement, if you remain an active full-time employee of the Company, Xerox or any of their respective subsidiaries until the third anniversary of the Closing, you will receive a lump-sum cash payment in the amount set forth in the Offer Letter (such payment, the “Inducement Payment”) which corresponds to amounts due under the CIC Severance. Except as specifically provided in Section E of this letter agreement, you must be actively employed on the third anniversary of the Closing in order to be entitled to the Inducement Payment. The Inducement Payment will not be considered part of your earnings for purposes of calculating current or future benefits under any compensation or benefit programs maintained or sponsored by the Company, Xerox or any of their respective subsidiaries, including retirement plans, 401(k) plans and other benefit plans.

Inducement Payment. You hereby agree to exchange, discharge and settle your rights to any change in control severance pursuant to the Executive Agreement between you and the Company (such severance, the “CIC Severance”) for your rights with respect to the Inducement Payment (as defined in this Section A), subject to the terms and conditions set forth here. In order to provide you with a material inducement for the discharge and settlement of such rights to the CIC Severance, subject to your compliance with Sections D, F and G of this letter agreement, if you remain an active full-time employee of the Company, Xerox or any of their respective subsidiaries until the third anniversary of the ClosingDecember 31, 2009, you will receive a lump-sum cash payment in the amount set forth in the Offer Letter (such payment, the “Inducement Payment”) which corresponds to amounts due under the CIC Severance. Except as specifically provided in Section E of this letter agreement, you must be actively employed on the third anniversary of the Closing December 31, 2009 in order to be entitled to the Inducement Payment. The Inducement Payment will not be considered part of your earnings for purposes of calculating current or future benefits under any compensation or benefit programs maintained or sponsored by the Company, Xerox or any of their respective subsidiaries, including retirement plans, 401(k) plans and other benefit plans.

Inducement Payment. You hereby agree to exchange, discharge and settle your rights to any change in control severance pursuant to the Executive Agreement between you and the Company (such severance, the “CIC Severance”) for your rights with respect to the Inducement Payment (as defined in this Section A), subject to the terms and conditions set forth here. In order to provide you with a material inducement for the discharge and settlement of such rights to the CIC Severance, subject to your compliance with Sections D, F and G of this letter agreement, if you remain an active full-time employee of the Company, Xerox or any of their respective subsidiaries until the third anniversary of the ClosingDecember 31, 2008, you will receive a lump-sum cash payment in the amount set forth in the Offer Letter (such payment, the “Inducement Payment”) which corresponds to amounts due under the CIC Severance. Except as specifically provided in Section E of this letter agreement, you must be actively employed on the third anniversary of the Closing December 31, 2008 in order to be entitled to the Inducement Payment. The Inducement Payment will not be considered part of your earnings for purposes of calculating current or future benefits under any compensation or benefit programs maintained or sponsored by the Company, Xerox or any of their respective subsidiaries, including retirement plans, 401(k) plans and other benefit plans.

Inducement Payment. You hereby agree to exchange, discharge and settle your rights to any change in control severance pursuant to the Executive Agreement between you and the Company (such severance, the “CIC Severance”) for your rights with respect to the Inducement Payment (as defined in this Section A), subject to the terms and conditions set forth here. In order to provide you with a material inducement for the discharge and settlement of such rights to the CIC Severance, subject to your compliance with Sections D, F and G of this letter agreement, if you remain an active full-time employee of the Company, Xerox or any of their respective subsidiaries until the third anniversary of the ClosingDecember 31, 2008, you will receive a lump-sum cash payment in the amount set forth in the Offer Letter (such payment, the “Inducement Payment”) which corresponds to amounts due under the CIC Severance. Except as specifically provided in Section E of this letter agreement, you must be actively employed on the third anniversary of the Closing December 31, 2008 in order to be entitled to the Inducement Payment. The Inducement Payment will not be considered part of your earnings for purposes of calculating current or future benefits under any compensation or benefit programs maintained or sponsored by the Company, Xerox or any of their respective subsidiaries, including retirement plans, 401(k) plans and other benefit plans.