INDEMNIFICATION AGREEMENTIndemnification Agreement • November 1st, 2023 • CONDUENT Inc • Services-business services, nec • New York
This Indemnification Agreement is dated as of ___________, 20__ (this “Agreement”) and is between Conduent Incorporated, a New York corporation (the “Company”), and ____________ (“Indemnitee”).
PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO CONDUENT INCORPORATED 2021 PERFORMANCE INCENTIVE PLANPerformance Restricted Stock Unit Award Agreement • May 3rd, 2023 • CONDUENT Inc • Services-business services, nec • Delaware
This Performance Restricted Stock Unit Award Agreement (“Agreement”) is made by Conduent Incorporated, a New York corporation (the “Company”), as of the date that appears in the Award Summary (as defined below) and the individual whose name appears on the Award Summary (the “Employee”), who is an employee of the Company, one of the Company’s subsidiaries or one of its affiliates (the Company, or such subsidiary or affiliate, the “Employer”).
CREDIT AGREEMENTCredit Agreement • November 4th, 2021 • CONDUENT Inc • Services-business services, nec • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of October 15, 2021, among Conduent Business Services, LLC, a Delaware limited liability company (the “Lead Borrower”), Conduent State & Local Solutions, Inc., a New York corporation (“CSLS Borrower” and together with the Lead Borrower, the “U.S. Borrowers”), Affiliated Computer Services International B.V., a private limited company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands (the “Dutch Borrower” and together with the U.S. Borrowers, the “Borrowers”), Conduent Incorporated, a New York corporation (“Holdings”), the other Guarantors (such term and any other capitalized terms used but not defined in this introductory paragraph and the Preliminary Statements below are defined in Section 1.01 below) party hereto from time to time, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and an L/C Issuer, and each of the entities from time to time pa
RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO CONDUENT INCORPORATED 2021 PERFORMANCE INCENTIVE PLANRestricted Stock Unit Award Agreement • May 3rd, 2023 • CONDUENT Inc • Services-business services, nec • Delaware
This Restricted Stock Unit Award Agreement (“Agreement”) is made by Conduent Incorporated, a New York corporation (the “Company”), as of the date that appears in the Award Summary (as defined below) and the individual whose name appears on the Award Summary (the “Employee”), who is an employee of the Company, one of the Company’s subsidiaries or one of its affiliates (the Company, or such subsidiary or affiliate, the “Employer”).
RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO CONDUENT INCORPORATED PERFORMANCE INCENTIVE PLANRestricted Stock Unit Award Agreement • February 28th, 2019 • CONDUENT Inc • Services-business services, nec • New York
AGREEMENT, by Conduent Incorporated, a New York corporation (the “Company”), dated as of the date that appears in the award summary that provides the number of Restricted Stock Units and vesting provisions of the award (the “Award Summary”), in favor of the individual whose name appears on the Award Summary (the “Employee”), who is an employee of the Company, one of the Company’s subsidiaries or one of its affiliates (the Company, or such subsidiary or affiliate, the “Employer”).
CUSTODIAL TRANSFER AND ASSET PURCHASE AGREEMENT by and between CONDUENT BUSINESS SERVICES, LLC and HEALTHEQUITY, INC. dated as of September 18, 2023Custodial Transfer and Asset Purchase Agreement • September 19th, 2023 • CONDUENT Inc • Services-business services, nec • Delaware
This CUSTODIAL TRANSFER AND ASSET PURCHASE AGREEMENT, dated as of September 18, 2023 (this “Agreement”), is by and between Conduent Business Services, LLC, a Delaware limited liability company (“Seller”), and HealthEquity, Inc., a Delaware corporation (“Buyer”).
PERFORMANCE STOCK UNIT AWARD AGREEMENT PURSUANT TO CONDUENT INCORPORATED PERFORMANCE INCENTIVE PLANPerformance Stock Unit Award Agreement • February 28th, 2019 • CONDUENT Inc • Services-business services, nec • New York
AGREEMENT, by Conduent Incorporated, a New York corporation (the “Company”), dated as of the date that appears in the award summary that provides the number of Performance Stock Units and vesting provisions of the award (the “Award Summary”), in favor of the individual whose name appears on the Award Summary (the “Employee”), who is an employee of the Company, one of the Company’s subsidiaries or one of its affiliates (the Company, or such subsidiary or affiliate, the “Employer”).
EXCHANGE AGREEMENT by and among XEROX CORPORATION, CONDUENT INCORPORATED and DARWIN A. DEASON Dated as of October 27, 2016Exchange Agreement • October 28th, 2016 • CONDUENT Inc • Services-business services, nec • New York
EXCHANGE AGREEMENT, dated as of October 27, 2016 (this “Agreement”), by and among XEROX CORPORATION, a New York corporation (“Xerox”), CONDUENT INCORPORATED, a New York corporation (“Conduent”), and Darwin A. Deason (“Deason”).
SEPARATION AND DISTRIBUTION AGREEMENT by and between XEROX CORPORATION and CONDUENT INCORPORATED Dated as of , 2016Separation and Distribution Agreement • September 26th, 2016 • CONDUENT Inc • Services-business services, nec • New York
SEPARATION AND DISTRIBUTION AGREEMENT, dated as of , 2016, by and between XEROX CORPORATION, a New York corporation (“Xerox”), and CONDUENT INCORPORATED, a New York corporation (“Conduent”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
TRANSITION SERVICES AGREEMENT by and between XEROX CORPORATION and CONDUENT INCORPORATED Dated as of , 2016Transition Services Agreement • September 26th, 2016 • CONDUENT Inc • Services-business services, nec • New York
TRANSITION SERVICES AGREEMENT (this “Agreement”) , dated as of , 2016, by and between XEROX CORPORATION, a New York corporation (“Xerox”), and CONDUENT INCORPORATED, a New York corporation (“Conduent”).
TRADEMARK LICENSE AGREEMENT among XEROX CORPORATION and XEROX OVERSEAS, INC. and CONDUENT INCORPORATED Dated as of December 30, 2016Trademark License Agreement • January 3rd, 2017 • CONDUENT Inc • Services-business services, nec • New York
THIS TRADEMARK LICENSE AGREEMENT is dated as of December 30, 2016 (this “Agreement”), among XEROX CORPORATION, a New York corporation (“Xerox”), XEROX OVERSEAS, INC., a Delaware corporation (together with Xerox, “Licensor”), and CONDUENT INCORPORATED, a New York corporation (“Licensee”).
TAX MATTERS AGREEMENT by and between XEROX CORPORATION and CONDUENT INCORPORATED As of , 2016Tax Matters Agreement • October 28th, 2016 • CONDUENT Inc • Services-business services, nec • New York
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of , 2016, by and between XEROX CORPORATION, a New York corporation (“Parent”), and CONDUENT INCORPORATED, a New York corporation and a wholly owned subsidiary of Parent (“Spinco” and, together with Parent, the “Parties”).
THIRD SUPPLEMENTAL INDENTUREIndenture • August 8th, 2018 • CONDUENT Inc • Services-business services, nec • New York
This Third Supplemental Indenture (this “Supplemental Indenture”), dated as of June 1, 2018, between CGSLGS Holdings, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), an affiliate of Conduent Finance, Inc., a Delaware corporation, or Conduent Business Services, LLC (f/k/a Xerox Business Services, LLC), a Delaware limited liability company (collectively, the “Issuers”), and U.S. Bank National Association, as trustee (the “Trustee”).
PERFORMANCE SHARE AWARD AGREEMENT PURSUANT TO CONDUENT INCORPORATED PERFORMANCE INCENTIVE PLAN (ELTIP)Performance Share Award Agreement • March 29th, 2017 • CONDUENT Inc • Services-business services, nec • New York
AGREEMENT, by Conduent Incorporated, a New York corporation (the “Company”), dated as of the date that appears in the award summary that provides the value (or number of Performance Shares) and vesting provisions of the award (the “Award Summary”), in favor of the individual whose name appears on the Award Summary (the “Employee”), who is an employee of the Company, one of the Company’s subsidiaries or one of its affiliates (the Company, or such subsidiary or affiliate, the “Employer”).
CREDIT AGREEMENT dated as of December 7, 2016 among CONDUENT INCORPORATED, as Holdings, XEROX BUSINESS SERVICES, LLC, as the U.S. Borrower, AFFILIATED COMPUTER SERVICES INTERNATIONAL B.V., as the Dutch Borrower, CONDUENT FINANCE, INC., THE LENDERS...Credit Agreement • December 9th, 2016 • CONDUENT Inc • Services-business services, nec • New York
CREDIT AGREEMENT (this “Agreement”) dated as of December 7, 2016, among CONDUENT INCORPORATED, XEROX BUSINESS SERVICES, LLC, AFFILIATED COMPUTER SERVICES INTERNATIONAL B.V., CONDUENT FINANCE, INC., the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • February 19th, 2019 • CONDUENT Inc • Services-business services, nec • Texas
INTELLECTUAL PROPERTY AGREEMENT by and between XEROX CORPORATION and CONDUENT INCORPORATED Dated as of December 30, 2016Intellectual Property Agreement • January 3rd, 2017 • CONDUENT Inc • Services-business services, nec • New York
THIS INTELLECTUAL PROPERTY AGREEMENT is dated as of December 30, 2016 (this “Agreement”), by and between XEROX CORPORATION, a New York corporation (“Xerox”), and CONDUENT INCORPORATED, a New York corporation (“Conduent”).
FIRST INCREMENTAL AGREEMENTFirst Incremental Agreement • March 10th, 2017 • CONDUENT Inc • Services-business services, nec • New York
This FIRST INCREMENTAL AGREEMENT, dated as of January 3, 2017 (this “First Incremental Agreement”), by and among JPMORGAN CHASE BANK, N.A., as the Administrative Agent (the “Administrative Agent”), XEROX BUSINESS SERVICES, LLC, a Delaware limited liability company (the “U.S. Borrower”), the other Loan Parties party hereto and the initial lenders party hereto (the “Initial Lenders”).
AGREEMENTAgreement • August 15th, 2016 • CONDUENT Inc • Services-business services, nec
This Agreement, dated 5:00 p.m, New York City time, on January 28, 2016 (this “Agreement”), is by and among the persons and entities listed on Schedule A hereto (collectively, the “Icahn Group”, and individually a “member” of the Icahn Group) and Xerox Corporation (the “Company”).
RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TOCONDUENT INCORPORATED 2021 PERFORMANCE INCENTIVE PLANRestricted Stock Unit Award Agreement Pursuant Toconduent Incorporated • May 3rd, 2022 • CONDUENT Inc • Services-business services, nec • Delaware
This Restricted Stock Unit Award Agreement (“Agreement”) is made by Conduent Incorporated, a New York corporation (the “Company”), as of the date that appears in the Award Summary (as defined below) and the individual whose name appears on the Award Summary (the “Employee”), who is an employee of the Company, one of the Company’s subsidiaries or one of its affiliates (the Company, or such subsidiary or affiliate, the “Employer”).
INTELLECTUAL PROPERTY AGREEMENT by and between XEROX CORPORATION and CONDUENT INCORPORATED Dated as of , 2016Intellectual Property Agreement • September 26th, 2016 • CONDUENT Inc • Services-business services, nec • New York
THIS INTELLECTUAL PROPERTY AGREEMENT is dated as of , 2016 (this “Agreement”), by and between XEROX CORPORATION, a New York corporation (“Xerox”), and CONDUENT INCORPORATED, a New York corporation (“Conduent”).
FIRST AMENDMENT TO SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • May 6th, 2019 • CONDUENT Inc • Services-business services, nec
WHEREAS, on February 18, 2019 (i) the State of Texas, (ii) the Texas Health and Human Services Commission (“HHSC”), and (iii) Xerox Corporation, Conduent Incorporated, Conduent Business Services, LLC, and Conduent State Healthcare, LLC (“Conduent Healthcare”) (collectively, DEFENDANTS”) entered into their Settlement Agreement and Release (the “Settlement Agreement and Release”);
CONDUENT FINANCE, INC., XEROX BUSINESS SERVICES, LLC, CONDUENT INCORPORATED AND THE OTHER GUARANTORS NAMED ON SCHEDULE I HERETO and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of December 7, 2016 10.500% SENIOR NOTES DUE 2024CONDUENT Inc • December 9th, 2016 • Services-business services, nec • New York
INDENTURE, dated as of December 7, 2016, among Conduent Finance, Inc. (“Finance Co”), a Delaware corporation, and Xerox Business Services, LLC (“XBS”), a Delaware limited liability company (collectively, the “Issuers” and each an “Issuer”), Conduent Incorporated (“Parent”), a New York corporation, the other Guarantors (as defined herein) listed on Schedule I hereto and U.S. Bank National Association, as Trustee.
Conduent Incorporated Unaudited Pro Forma Condensed Consolidated Financial StatementsCONDUENT Inc • March 13th, 2024 • Services-business services, nec
As previously announced on September 19, 2023, Conduent Incorporated ("Conduent" or the “Company”), by and through its wholly owned subsidiary, Conduent Business Services, LLC ("CBS"), entered into a Custodial Transfer and Asset Purchase Agreement (the "Purchase Agreement") with HealthEquity, Inc. ("HealthEquity"), to transfer its BenefitWallet health savings account ("HSA") and medical savings account ("MSA") portfolio (collectively, the “Business”) to HealthEquity (the "Transfer"). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Purchase Agreement.
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • June 28th, 2018 • CONDUENT Inc • Services-business services, nec • New York
CREDIT AGREEMENT (this “Agreement”) dated as of December 7, 2016, among CONDUENT INCORPORATED, CONDUENT BUSINESS SERVICES, LLC (f/k/a XEROX BUSINESS SERVICES, LLC), AFFILIATED COMPUTER SERVICES INTERNATIONAL B.V., CONDUENT FINANCE, INC., the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • October 10th, 2017 • CONDUENT Inc • Services-business services, nec
This AMENDMENT NO. 2, dated as of October 10, 2017 (this “Amendment”), to the Credit Agreement, dated as of December 7, 2016 (as amended by Amendment No. 1, dated as of April 7, 2017, and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Conduent Incorporated, a New York corporation (“Holdings”), Conduent Business Services, LLC (f/k/a Xerox Business Services, LLC), a Delaware limited liability company (the “U.S. Borrower”), Affiliated Computer Services International B.V., a private limited company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, having its official seat in Amsterdam, the Netherlands and registered in the Trade Register of the Dutch Chamber of Commerce under number 34160388 (the “Dutch Borrower” and, together with the U.S. Borrower, the “Borrowers”), Conduent Finance, Inc., a Delaware corporation (“Conduent Finance”), the Lenders or other financial institu
RESTRICTED STOCK AWARD AGREEMENT PURSUANT TO CONDUENT INCORPORATED PERFORMANCE INCENTIVE PLANRestricted Stock Award Agreement • March 29th, 2017 • CONDUENT Inc • Services-business services, nec • New York
AGREEMENT, by Conduent Incorporated, a New York corporation (the “Company”), dated as of the date that appears in the award summary that provides the value (or number of shares of Restricted Stock) and vesting provisions of the award (the “Award Summary”), in favor of the individual whose name appears on the Award Summary (the “Employee”), who is an employee of the Company, one of the Company’s subsidiaries or one of its affiliates (the Company, or such subsidiary or affiliate, the “Employer”).
INDENTUREIndenture • November 4th, 2021 • CONDUENT Inc • Services-business services, nec • New York
INDENTURE, dated as of October 15, 2021, among Conduent Business Services, LLC, a Dela- ware limited liability company (the “Lead Issuer”), Conduent State & Local Solutions, Inc., a New York corporation (“CSLS”), Conduent Incorporated, a New York corporation (“Holdings”), the Subsidiary Guarantors (as defined herein) listed on the signature pages hereto, and U.S. Bank National Association, a national banking association, as Trustee, Registrar, Notes Collateral Agent, Transfer Agent and Paying Agent.
CONDUENT BUSINESS SERVICES, LLC, THE GUARANTORS PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION, as Trustee 10.500% SENIOR NOTES DUE 2024 FIFTH SUPPLEMENTAL INDENTURE DATED AS OF JULY 12, 2018Fifth Supplemental Indenture • July 13th, 2018 • CONDUENT Inc • Services-business services, nec • New York
SHAREHOLDERS AGREEMENTShareholders Agreement • December 19th, 2018 • CONDUENT Inc • Services-business services, nec
This Shareholders Agreement, dated December 18, 2018 (this “Agreement”), is by and between Darwin Deason (“Deason”) and Conduent Incorporated (the “Company”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • February 27th, 2020 • CONDUENT Inc • Services-business services, nec • New Jersey
This Separation Agreement and General Release (this "Agreement") is entered into by and among Conduent Business Services, LLC, its parent, subsidiaries, subdivisions and affiliates, (collectively, "Conduent" or "Company"), and Jeffrey Friedel ("Employee").
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • August 8th, 2018 • CONDUENT Inc • Services-business services, nec • New York
This Second Supplemental Indenture (this “Supplemental Indenture”), dated as of June 1, 2018, between CGS Local Government Solutions, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), an affiliate of Conduent Finance, Inc., a Delaware corporation, or Conduent Business Services, LLC (f/k/a Xerox Business Services, LLC), a Delaware limited liability company (collectively, the “Issuers”), and U.S. Bank National Association, as trustee (the “Trustee”).
JOINDER AGREEMENTJoinder Agreement • January 3rd, 2017 • CONDUENT Inc • Services-business services, nec
WHEREAS, Xerox Corporation (the “Company”) has entered into that certain Agreement by and among the parties listed on Schedule A thereto (the “Icahn Group”) and the Company (the “Agreement”), dated January 28, 2016, a copy of which is attached hereto; and
Ursula M. Burns Chairman and Chief Executive Officer Xerox Corporation 45 Glover Avenue 6th Floor Norwalk, CT 06856-4505CONDUENT Inc • December 16th, 2016 • Services-business services, nec
Reference is made to that certain letter dated June 10, 2016 from Ursula Burns, Chairman and Chief Executive Officer of Xerox Corporation to you (“Offer Letter”) (copy attached as Exhibit 1), as well as that certain Amended and Restated Severance Letter Agreement Providing Certain Benefits Upon Termination of Employment Following a Change In Control dated July 1, 2016 between you and Xerox Corporation (“CoC Agreement”) (copy attached as Exhibit 2).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • February 27th, 2020 • CONDUENT Inc • Services-business services, nec • New Jersey
This Separation Agreement and General Release (this "Agreement")is entered into by and among Conduent Business Services, LLC, its parent, subsidiaries, subdivisions and affiliates, (collectively, "Conduent" or "Company"), and J. Michael Peffer ("Employee").
