DIRECTOR APPOINTMENT, NOMINATION AND SETTLEMENT AGREEMENTDirector Appointment, Nomination and Settlement Agreement • May 4th, 2018 • Icahn Carl C
This Director Appointment, Nomination and Settlement Agreement (this "Agreement"), dated May 1, 2018, is entered into by and among, Darwin Deason ("Deason"), the persons and entities listed on Schedule A (collectively, the "Icahn Group", and together with Deason, the "Shareholder Group", and each of Deason and such persons and entities listed on Schedule A, individually a "member" of the Shareholder Group), Xerox Corporation (the "Company"), William Curt Hunter, Jeff Jacobson, Robert J. Keegan, Charles Prince, Ann N. Reese, Stephen H. Rusckowski and Sara Martinez Tucker (collectively, the "Resigning Directors") and Gregory Q. Brown, Joseph J. Echevarria and Cheryl Gordon Krongard (collectively, the "Continuing Directors" and collectively with the Resigning Directors and, upon her delivery of a joinder to this Agreement, Ursula Burns, the "Existing Directors"), and shall become effective in accordance with Section 21.
