2011 Executive Long-Term Incentive Program – Xerox

2011 Executive Long-Term Incentive Program (“2011
E-LTIP”)

Under the 2011 E-LTIP, executive officers of the Company are eligible to
receive performance shares based on certain performance measures established by
the Compensation Committee of the Board of Directors (the “Committee”).

The performance elements and corresponding weights for the 2011 E-LTIP are:
(i) (10%) Revenue Growth: Revenue growth adjusted to exclude the impact of
changes in the translation of foreign currencies into U.S. dollars; (ii) (55%)
Adjusted Earnings per Share: Diluted Earnings Per Share from Continuing
Operations as reported in the Company153s audited consolidated financial
statements, as adjusted on an after-tax basis for the following discretely
disclosed (in either Management153s Discussion and Analysis/MD&A or the
footnotes to the financial statements) items (if equal to or greater than $50
million pre-tax on an individual basis, or in the aggregate per item, with the
exception of income tax and Fuji-Xerox adjustments): direct costs of acquisition
and acquisition-related expenses; amortization of acquisition-related
intangibles; restructuring and asset impairment charges; gains/(losses) from
litigation, regulatory matters or any changes in enacted law (including tax
law); gains/(losses) from asset sales or business divestitures; gains/(losses)
resulting from acts of war, terrorism or natural disasters; the initial effect
of changes in accounting principles that are included within Income from
Continuing Operations; impairment of goodwill and other intangibles;
gains/(losses) from the settlement of tax audits (if equal to or greater than
$30 million on an individual basis, or in the aggregate per item);
gains/(losses) on early extinguishment of debt; non-restructuring related
impairments of long-lived assets; and our share of after-tax effects of the
above items incurred by Fuji-Xerox (if our share is equal to or greater than $10
million on an individual basis, or in the aggregate per item); and (iii) (35%)
Core Cash Flow from Operations: Net Cash provided by (used for) Operating
Activities as reported in the Company153s consolidated audited financial
statements, as adjusted for the following items: net changes in finance
receivables and on-lease equipment; with the exception of cash payments for
restructurings, cash flow impacts (inflows and outflows) resulting from the EPS
adjustments as identified above whether or not the cash flow impact and the EPS
impact are in the same fiscal year; cash payments for restructurings in excess
of the amount reported as current restructuring reserves in the preceding years
Annual Report; and special discretionary pension fundings in excess of $50
million. Any other items approved by the Committee for adjustment of the above
metrics will be considered a modification of the award.