Agreement Pursuant to 2004 Performance Incentive Plan – Xerox

AGREEMENT PURSUANT TO

XEROX CORPORATION

2010 AMENDMENT AND RESTATEMENT OF THE 2004 PERFORMANCE
INCENTIVE PLAN

AGREEMENT, by Xerox Corporation, a New York corporation (the “Company”),
dated as of the date which appears as the “Date of Agreement and Award” in the
Award Summary attached hereto (the “Award Summary”) in favor of the individual
whose name appears on the Award Summary, an employee of the Company, one of the
Company153s subsidiaries or one of its affiliates (the “Employee”).

In consideration of your execution and compliance with terms of
confidentiality and non-compete/non-solicitation covenants in your
Non-Competition and Non-Solicitation Agreement, and, in accordance with the
provisions of the “2004 Performance Incentive Plan” and any amendments and/or
restatements thereto (the “Plan”), the Compensation Committee of the Board of
Directors of the Company (the “Committee”) or the Chief Executive Officer of the
Company (the “CEO”) has authorized the execution and delivery of this Agreement.

Terms used herein that are defined in the Plan or in this Agreement shall
have the meanings assigned to them in the Plan or this Agreement, respectively.

The Award Summary contains the details of the awards covered by this
Agreement and is incorporated herein in its entirety.

NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration the Company agrees as follows:

AWARDS

1. Award of Performance Shares. Subject to all terms and conditions of
the Plan and this Agreement, the Company has awarded to the Employee on the date
indicated on the Award Summary the number of Performance Shares (individually,
the “PS”) as shown on the Award Summary. Notwithstanding anything herein to the
contrary, only active Employees and those Employees on Short Term Disability
Leave, Social Service Leave, Family Medical Leave or Paid Uniform Services Leave
(pursuant to the Company153s Human Resources Policies) on the effective date of
the award as shown on the Award Summary shall be eligible to receive the award.

TERMS OF THE PERFORMANCE SHARES

2. Entitlement to Shares. As soon as practicable on or after the
Vesting Date indicated on the Award Summary in connection with the PSs (the
“Vesting Date”), the Company shall, without transfer or issue tax to the person
entitled to receive the shares, deliver to such person a certificate or
certificates for a number of shares of Common Stock equal to the number of
vested PSs (subject to reduction for withholding of Employee153s taxes in relation
to the award as described in Paragraph 10 below). No fractional shares shall be
issued as a result of such tax withholding. Instead, the Company shall apply the
equivalent of any fractional share amount to amounts withheld for taxes.

The Committee shall set performance goals and review performance against such
goals in connection with determining the payout of PSs. The award of PSs covered
hereby shall be earned based on achieving one hundred percent (100%) of a target
on an annual basis based on certain performance measures as shall be determined
from time to time by the Committee. To the extent that performance measures are
achieved at or between threshold and maximum levels (as shall be determined by
the Committee) on a three-year cumulative basis, an additional award of PSs will
be earned, net of shares previously earned for annual achievement. The Vesting
Date for earned PS awards granted shall be set forth in the Award Summary.

Upon the occurrence of an event constituting a Change in Control, all PSs and
dividend equivalents outstanding on such date shall be treated pursuant to the
terms set forth in the Plan. Upon payment pursuant to the terms of the Plan,
such awards shall be cancelled.

3. Dividend Equivalents. The Employee shall become entitled to receive
from the Company on the Vesting Date a cash payment equaling the same amount(s)
that the holder of record of a number of shares of Common Stock equal to the
number of PSs covered by this Agreement (relating exclusively to PSs earned,
based on achievement of annual or three-year cumulative performance targets, not
to exceed the target award amount shown on the Award Summary) that are held by
the Employee on the close of business on the business day immediately preceding
the Vesting Date would have been entitled to receive as dividends on such Common
Stock during the period commencing on the date hereof and ending on the Vesting
Date as provided under Paragraph 2. Payments under this Paragraph shall be net
of any required withholding taxes. Notwithstanding anything herein to the
contrary, for any Employee who is no longer an employee on the payroll of any
subsidiary or affiliate of the Company on the payment date of the dividend
equivalents, and such subsidiary or affiliate has determined, with the approval
of the Vice President, Human Resources of the Company, that it is not
administratively feasible for such subsidiary or affiliate to pay such dividend
equivalents, the Employee will not be entitled to receive such dividend
equivalents.

4. Ownership Guidelines. Guidelines pertaining to the Employee153s
required ownership of Common Stock shall be determined by the Committee in its
sole discretion from time to time as communicated to Employee in writing.

5. Holding Requirements. The Employee must retain fifty percent (50%)
of the net shares of Common Stock acquired in connection with the PSs (net of
withholding tax and any applicable fees) until ownership guidelines are met
under Paragraph 4 hereof. Such shares shall be held in the Employee153s Morgan
Stanley Smith Barney account or at another account acceptable to the Company.

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If employment terminates due to the death of the Employee, such holding
requirements shall cease at the date of death. If the Employee terminates for
any other reason, the holding requirement will be applicable for up to a one
year period following termination.

OTHER TERMS

6. Rights of a Shareholder. Employee shall have no rights as a
shareholder with respect to any shares covered by this Agreement until the date
of issuance of a stock certificate to him for such shares. Except as otherwise
provided herein, no adjustment shall be made for dividends or other rights for
which the record date is prior to the date such stock certificate is issued.

7. Non-Assignability. This Agreement shall not be assignable or
transferable by Employee except by will or by the laws of descent and
distribution.

8. Effect of Termination of Employment or Death.

(a) Effect on PSs. In the event the Employee

(i) voluntarily ceases to be an Employee of the Company or any subsidiary or
affiliate for any reason other than retirement, and the PSs have not vested in
accordance with Paragraph 2, the PSs shall be cancelled on the date of such
voluntary termination of employment.

(ii) involuntarily ceases to be an Employee of the Company or any subsidiary
or affiliate for any reason (including Disability), other than death or for
Cause, or voluntarily ceases to be an Employee of the Company or any subsidiary
or affiliate due to a reduction in workforce, shares will vest on a pro rata
basis, which may, at the discretion of the Company, be contingent upon Employee
executing a general release, and which may include an agreement with respect to
engagement in detrimental activity, in a form acceptable to the Company. Such
shares will vest on a pro-rata basis for annual and three-year cumulative
performance if achieved in accordance with Paragraph 2, based on the Employee153s
actual months of service. For the year in which termination occurs, shares
earned for that year will be calculated as follows: multiply the total award
earned for that year by a fraction, the numerator of which will be the number of
months of full service for that year (earning period) and the denominator will
be 12. Any shares earned for annual performance pursuant to this grant for years
prior to such involuntary termination of employment and shares earned on a
pro-rata basis for annual performance as described herein will be paid out as
soon as practicable following the Vesting Date noted in the Award Summary. For
three-year cumulative performance, vesting will be calculated as follows:
multiply the total three-year cumulative award earned by a fraction, the
numerator of which will be the number of months of full service during the three
years and the denominator will be 36, and subtract from the sum the number of
shares previously earned for annual performance pursuant to this grant. Payout
shall occur as soon as practicable following the Vesting Date noted in the Award
Summary.

(iii) ceases to be an Employee of the Company or any subsidiary or affiliate
by reason of death, 100% of the PSs pursuant to this grant shall vest on the
date of death and the certificates for shares shall be delivered in accordance
with Paragraph 7 to the personal representatives, heirs or legatees of the
deceased Employee.

(iv) ceases to be an Employee of the Company or any subsidiary or affiliate
by reason of retirement, shares will vest on a pro rata basis, which may, at the
discretion of the Company, be contingent upon Employee executing a general
release, and which may include an agreement with respect to engagement in
detrimental activity, in a form acceptable to the Company. Such shares will vest
on a pro-rata basis for annual and three-year cumulative performance, if
achieved in accordance with Paragraph 2, based on the Employee153s actual months
of service. For the year in which retirement occurs, shares earned for that year
will be calculated as follows: multiply the total award earned for that year by
a fraction, the numerator of which will be the number of months of full service
for that year (earning period) and the denominator will be 12. Any shares earned
for annual performance pursuant to this grant for years prior to retirement and
shares earned on a pro-rata basis for annual performance as described herein
will be paid out as soon as practicable following the Vesting Date noted in the
Award Summary. For three-year cumulative performance, vesting will be calculated
as follows: multiply the total three-year cumulative award earned by a fraction,
the numerator of which will be the number of months of full service during the
three years and the denominator will be 36, and subtract from the sum the number
of shares previously earned for annual performance pursuant to this grant.
Payout shall occur as soon as practicable following the Vesting Date noted in
the Award Summary; and

(v) ceases to be an Employee of the Company or any subsidiary or affiliate
due to termination for Cause, the PSs shall be cancelled as provided under the
Plan.

(b) Disability. Cessation of active employment due to commencement of
long-term disability under the Company153s long-term disability plan shall not be
deemed to constitute a termination of employment for purposes of this Paragraph
8 and during the continuance of such Xerox-sponsored long-term disability plan
benefits the Employee shall be deemed to continue active employment with the
Company. If the Employee is terminated because the Employee has received the
maximum coverage under the Xerox long-term disability plan, the vesting of PSs
shall be provided pursuant to Paragraph 8 (a)(ii) above.

(c) Cause. “Cause” means (i) a violation of any of the rules,
policies, procedures or guidelines of the Company, including but not limited to
the Company153s Business Ethics Policy and the Proprietary Information and
Conflict of Interest Agreement (ii) any conduct which qualifies for “immediate
discharge” under the Company153s Human Resource Policies as in effect from time to
time (iii) rendering services to a firm which engages, or engaging directly or
indirectly, in any business that is competitive with the Company or represents a
conflict of interest with the interests of the Company; (iv) conviction of, or
entering a guilty plea with respect to, a crime whether or not

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connected with the Company; or (v) any other conduct determined to be
injurious, detrimental or prejudicial to any interest of the Company.

9. General Restrictions. If at any time the Committee or CEO, as
applicable, shall determine, in its or her discretion, that the listing,
registration or qualification of any shares subject to this Agreement upon any
securities exchange or under any state or Federal law, or the consent or
approval of any government regulatory body, is necessary or desirable as a
condition of, or in connection with, the awarding of the PSs or the issue or
purchase of shares hereunder, the certificates for shares may not be issued in
respect of PSs in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Committee or CEO, as applicable, and any
delay caused thereby shall in no way affect the date of termination of the PSs.

10. Responsibility for Taxes. Employee acknowledges that the ultimate
responsibility for Employee153s Federal, state and municipal individual income
taxes, the Employee153s portion of social security and other payroll taxes, and
any other taxes related to Employee153s participation in the Plan and legally
applicable to Employee, is and remains his or her responsibility and may exceed
the amount actually withheld by the Company or the Employer.

11. Nature of Award. In accepting the award, Employee acknowledges
that:

(a) the Plan is established voluntarily by the Company, it is discretionary
in nature and it may be modified, amended, suspended or terminated by the
Company at any time in a manner consistent with Section 13 of the Plan regarding
Plan amendment and termination.

(b) the award of the PSs is voluntary and occasional and does not create any
contractual or other right to receive future grants of PSs, or benefits in lieu
of PSs, even if PSs have been granted repeatedly in the past;

(c) all decisions with respect to future PS awards, if any, will be at the
sole discretion of the Committee;

(d) Employee153s participation in the Plan shall not create a right to further
employment with the Employer and shall not interfere with the ability of the
Employer to terminate Employee153s employment relationship at any time; further,
the PS award and Employee153s participation in the Plan will not be interpreted to
form an employment contract or relationship with the Company or any subsidiary
of the Company;

(e) Employee is voluntarily participating in the Plan;

(f) the PSs and the shares of Common Stock subject to the PSs are an
extraordinary item that does not constitute compensation of any kind for
services of any kind rendered to the Company or the Employer, and which is
outside the scope of Employee153s employment contract, if any;

(g) the PSs and the shares of Common Stock subject to the PSs are not
intended to replace any pension rights or compensation;

(h) the PSs and the shares of Common Stock subject to the PSs are not part of
normal or expected compensation or salary for any purposes, including, but not
limited to, calculating any severance, resignation, termination, redundancy,
dismissal, end of service payments, bonuses, long-service awards, pension or
retirement or welfare benefits or similar payments and in no event should be
considered as compensation for, or relating in any way to, past services for the
Company, the Employer or any subsidiary of the Company;

(i) the future value of the underlying shares of Common Stock is unknown and
cannot be predicted with certainty;

(j) in consideration of the award of the PSs, no claim or entitlement to
compensation or damages shall arise from forfeiture of the PSs, including, but
not limited to, forfeiture resulting from termination of Employee153s employment
with the Company or the Employer (for any reason whatsoever and whether or not
in breach of local labor laws) and Employee irrevocably releases the Company and
the Employer from any such claim that may arise; if, notwithstanding the
foregoing, any such claim is found by a court of competent jurisdiction to have
arisen, Employee shall be deemed irrevocably to have waived Employee153s
entitlement to pursue such claim; and

(k) subject to the provisions in the Plan regarding Change in Control, PSs
and the benefits under the Plan, if any, will not automatically transfer to
another company in the case of a merger, take-over or transfer of liability.

12. No Advice Regarding Award. The Company is not providing any tax,
legal or financial advice, nor is the Company making any recommendations
regarding Employee153s participation in the Plan, or his or her acquisition or
sale of the underlying shares of Common Stock. Employee is hereby advised to
consult with his or her own personal tax, legal and financial advisors regarding
his or her participation in the Plan before taking any action related to the
Plan.

13. Amendment of This Agreement. With the consent of the Employee, the
Committee or CEO, as applicable, may amend this Agreement in a manner not
inconsistent with the Plan.

14. Subsidiary. As used herein the term “subsidiary” shall mean any
present or future corporation which would be a “subsidiary corporation” of the
Company as the term is defined in Section 425 of the Internal Revenue Code of
1986 on the date of award.

15. Affiliate. As used herein the term “affiliate” shall mean any
entity in which the Company has a significant equity interest, as determined by
the Committee.

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16. Non-engagement in Detrimental Activity Against the Company. If an
Employee or former Employee of the Company is deemed by the Committee or its
authorized delegate, as applicable, in the Committee153s or such delegate153s sole
reasonable discretion as provided under the Plan, to have engaged in detrimental
activity against the Company, any awards granted to such Employee or former
Employee shall be cancelled and be of no further force or effect and any payment
or delivery of an award within six months prior to such detrimental activity may
be rescinded. In the event of any such rescission, the Employee shall pay to the
Company the amount of any gain realized or payment received as a result of the
rescinded exercise, payment or delivery, in such manner and on such terms and
conditions as may be required by the Committee or its delegate, as applicable.

17. Cancellation and Rescission of Award. Without limiting the
foregoing Paragraph regarding non-engagement in detrimental activity against the
Company, the Company may cancel any award provided hereunder if the Employee is
not in compliance with all of the following conditions:

(a) An Employee shall not render services for any organization or engage
directly or indirectly in any business which would cause the Employee to breach
any of the post-employment prohibitions contained in any agreement between the
Company and the Employee.

(b) An Employee shall not, without prior written authorization from the
Company, disclose to anyone outside the Company, or use in other than the
Company153s business, any confidential information or material, as specified in
any agreement between the Company and the Employee which contains
post-employment prohibitions, relating to the business of the Company, acquired
by the Employee either during or after employment with the Company.

(c) An Employee, pursuant to any agreement between the Company and the
Employee which contains post-employment prohibitions shall disclose promptly and
assign to the Company all right, title and interest in any invention or idea,
patentable or not, made or conceived by the Employee during employment with the
Company, relating in any manner to the actual or anticipated business, research
or development work of the Company and shall do anything reasonably necessary to
enable the Company to secure a patent where appropriate in the United States and
in foreign countries.

(d) Failure to comply with the provision of subparagraphs (a), (b) or (c) of
this Paragraph 17 prior to, or during the six months after, any payment or
delivery shall cause such payment or delivery to be rescinded. The Company shall
notify the Employee in writing of any such rescission within two years after
such payment or delivery. Within ten days after receiving such a notice from the
Company, the Employee shall pay to the Company the amount of any payment
received as a result of the rescinded payment or delivery pursuant to an award.
Such payment to the Company by the Employee shall be made either in cash or by
returning to the Company the number of shares of common stock that the Employee
received in connection with the rescinded payment or delivery.

18. Notices. Notices hereunder shall be in writing and if to the
Company shall be mailed to the Company at P.O. Box 4505, 45 Glover Avenue,
6^th Floor, Norwalk, Connecticut 06856-4505, addressed to the
attention of Stock Plan Administrator, and if to the Employee shall be delivered
personally or mailed to the Employee at his address as the same appears on the
records of the Company.

19. Language. If Employee has received this Agreement or any other
document related to the Plan translated into a language other than English and
if the meaning of the translated version is different than the English version,
the English version will control.

20. Electronic Delivery and Acceptance. The Company may, in its sole
discretion, decide to deliver any documents related to current or future
participation in the Plan by electronic means. Employee hereby consents to
receive such documents by electronic delivery and agrees to participate in the
Plan through an on-line or electronic system established and maintained by the
Company or a third party designated by the Company.

21. Interpretation of This Agreement. The Committee or the CEO, as
applicable, shall have the authority to interpret the Plan and this Agreement
and to take whatever administrative actions, including correction of
administrative errors in the awards subject to this Agreement and in this
Agreement, as the Committee or the CEO in its or her sole good faith judgment
shall be determined to be advisable. All decisions, interpretations and
administrative actions made by the Committee or the CEO hereunder or under the
Plan shall be binding and conclusive on the Company and the Employee. In the
event there is inconsistency between the provisions of this Agreement and of the
Plan, the provisions of the Plan shall govern.

22. Successors and Assigns. This Agreement shall be binding and inure
to the benefit of the parties hereto and the successors and assigns of the
Company and to the extent provided in Paragraph 8 to the personal
representatives, legatees and heirs of the Employee.

23. Governing Law and Venue. The validity, construction and effect of
the Agreement and any actions taken under or relating to this Agreement shall be
determined in accordance with the laws of the state of New York and applicable
Federal law.

This grant is made and/or administered in the United States. For purposes of
litigating any dispute that arises under this grant or the Agreement the parties
hereby submit to and consent to the jurisdiction of the state of New York, agree
that such litigation shall be conducted in the courts of Monroe County, New
York, or the federal courts for the United States for the Western District of
New York.

24. Separability. In case any provision in the Agreement, or in any
other instrument referred to herein, shall become invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions in the Agreement, or in any other instrument referred to herein,
shall not in any way be affected or impaired thereby.

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25. Integration of Terms. Except as otherwise provided in this
Agreement, this Agreement contains the entire agreement between the parties
relating to the subject matter hereof and supersedes any and all oral statements
and prior writings with respect thereto.

26. Appendix for Non-U.S. Countries. Notwithstanding any provisions in
this Agreement, the PS award shall be subject to any special terms and
conditions set forth in any appendix to this Agreement for Employee153s country
(the “Appendix”). Moreover, if Employee relocates to one of the countries
included in the Appendix, the special terms and conditions for such country will
apply to Employee, to the extent the Company determines that the application of
such terms and conditions is necessary or advisable in order to comply with
local law or facilitate the administration of the Plan. The Appendix constitutes
part of this Agreement.

27. Imposition of Other Requirements. The Committee reserves the right
to impose other requirements on Employee153s participation in the Plan, on the PSs
and on any shares of Common Stock acquired under the Plan, to the extent the
Committee determines it is necessary or advisable in order to comply with local
law or facilitate the administration of the Plan, and to require Employee to
sign any additional agreements or undertakings that may be necessary to
accomplish the foregoing.

IN WITNESS WHEREOF, the Company has executed this Agreement as of the day and
year set forth on the Award Summary.

XEROX CORPORATION
By:
		Signature

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