EMPLOYEE MATTERS AGREEMENT by and Between XEROX CORPORATION and CONDUENT INCORPORATED Dated as of December 30, 2016 (January 3rd, 2017)
EMPLOYEE MATTERS AGREEMENT (this Agreement), dated as of December 30, 2016, by and between XEROX CORPORATION, a New York corporation (Xerox), and CONDUENT INCORPORATED, a New York corporation, and a wholly owned subsidiary of Xerox (Conduent, and together with Xerox, the Parties).
Ursula M. Burns Chairman and Chief Executive Officer Xerox Corporation 45 Glover Avenue 6th Floor Norwalk, CT 06856-4505 (December 16th, 2016)
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).
Xerox Corporation 2004 Performance Incentive Plan (August 4th, 2016)
Ursula M. Burns May 20, 2016 Dear Ursula, (August 4th, 2016)
This letter sets forth our agreement with respect to your continued role as Chief Executive Officer and Chairman of the Board of Xerox Corporation (the "Company"), in connection with the proposed spin-off of the Company's Business Process Outsourcing (BPO) business from its Document Technology and Document Outsourcing business such that each of the businesses will operate as an independent public company (the spun off BPO company shall be referred to as "SpinCo" and the Document Technology and Document Outsourcing business shall be referred to as "RemainCo"). Xerox has begun the process of the separation and its objective is to complete the separation by year-end 2016, subject to customary regulatory approvals, the effectiveness of a Form 10 registration statement with the U.S. Securities and Exchange Commission, tax considerations, securing any necessary financing and final approval of the Board of Directors of Xerox (the "Board") (the consummation of such transactions, the "Sep
Amendment to Certain Agreements Pursuant to the Xerox Corporation (August 4th, 2016)
WHEREAS, Xerox Corporation (the "Company") has established the Xerox Corporation 2004 Performance Incentive Plan, as amended and/or restated from time to time (the "Plan");