{"id":38483,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-pursuant-to-2004-performance-incentive-plan-xerox.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-pursuant-to-2004-performance-incentive-plan-xerox","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/agreement-pursuant-to-2004-performance-incentive-plan-xerox.html","title":{"rendered":"Agreement Pursuant to 2004 Performance Incentive Plan – Xerox"},"content":{"rendered":"

AGREEMENT PURSUANT TO <\/strong><\/p>\n

XEROX CORPORATION <\/strong><\/p>\n

2010 AMENDMENT AND RESTATEMENT OF THE 2004 PERFORMANCE
\nINCENTIVE PLAN <\/strong><\/p>\n

AGREEMENT, by Xerox Corporation, a New York corporation (the “Company”),
\ndated as of the date which appears as the “Date of Agreement and Award” in the
\nAward Summary attached hereto (the “Award Summary”) in favor of the individual
\nwhose name appears on the Award Summary, an employee of the Company, one of the
\nCompany153s subsidiaries or one of its affiliates (the “Employee”).<\/p>\n

In consideration of your execution and compliance with terms of
\nconfidentiality and non-compete\/non-solicitation covenants in your
\nNon-Competition and Non-Solicitation Agreement, and, in accordance with the
\nprovisions of the “2004 Performance Incentive Plan” and any amendments and\/or
\nrestatements thereto (the “Plan”), the Compensation Committee of the Board of
\nDirectors of the Company (the “Committee”) or the Chief Executive Officer of the
\nCompany (the “CEO”) has authorized the execution and delivery of this Agreement.\n<\/p>\n

Terms used herein that are defined in the Plan or in this Agreement shall
\nhave the meanings assigned to them in the Plan or this Agreement, respectively.\n<\/p>\n

The Award Summary contains the details of the awards covered by this
\nAgreement and is incorporated herein in its entirety.<\/p>\n

NOW, THEREFORE, in consideration of the premises and for other good and
\nvaluable consideration the Company agrees as follows:<\/p>\n

AWARDS <\/strong><\/p>\n

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

TERMS OF THE PERFORMANCE SHARES <\/strong><\/p>\n

2. Entitlement to Shares<\/u>. As soon as practicable on or after the
\nVesting Date indicated on the Award Summary in connection with the PSs (the
\n“Vesting Date”), the Company shall, without transfer or issue tax to the person
\nentitled to receive the shares, deliver to such person a certificate or
\ncertificates for a number of shares of Common Stock equal to the number of
\nvested PSs (subject to reduction for withholding of Employee153s taxes in relation
\nto the award as described in Paragraph 10 below). No fractional shares shall be
\nissued as a result of such tax withholding. Instead, the Company shall apply the
\nequivalent of any fractional share amount to amounts withheld for taxes.<\/p>\n

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

Upon the occurrence of an event constituting a Change in Control, all PSs and
\ndividend equivalents outstanding on such date shall be treated pursuant to the
\nterms set forth in the Plan. Upon payment pursuant to the terms of the Plan,
\nsuch awards shall be cancelled.<\/p>\n

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

4. Ownership Guidelines<\/u>. Guidelines pertaining to the Employee153s
\nrequired ownership of Common Stock shall be determined by the Committee in its
\nsole discretion from time to time as communicated to Employee in writing.<\/p>\n

5. Holding Requirements<\/u>. The Employee must retain fifty percent (50%)
\nof the net shares of Common Stock acquired in connection with the PSs (net of
\nwithholding tax and any applicable fees) until ownership guidelines are met
\nunder Paragraph 4 hereof. Such shares shall be held in the Employee153s Morgan
\nStanley Smith Barney account or at another account acceptable to the Company.\n<\/p>\n

\n

If employment terminates due to the death of the Employee, such holding
\nrequirements shall cease at the date of death. If the Employee terminates for
\nany other reason, the holding requirement will be applicable for up to a one
\nyear period following termination.<\/p>\n

OTHER TERMS <\/strong><\/p>\n

6. Rights of a Shareholder<\/u>. Employee shall have no rights as a
\nshareholder with respect to any shares covered by this Agreement until the date
\nof issuance of a stock certificate to him for such shares. Except as otherwise
\nprovided herein, no adjustment shall be made for dividends or other rights for
\nwhich the record date is prior to the date such stock certificate is issued.\n<\/p>\n

7. Non-Assignability<\/u>. This Agreement shall not be assignable or
\ntransferable by Employee except by will or by the laws of descent and
\ndistribution.<\/p>\n

8. Effect of Termination of Employment or Death<\/u>.<\/p>\n

(a) Effect on PSs. In the event the Employee<\/p>\n

(i) voluntarily ceases to be an Employee of the Company or any subsidiary or
\naffiliate for any reason other than retirement, and the PSs have not vested in
\naccordance with Paragraph 2, the PSs shall be cancelled on the date of such
\nvoluntary termination of employment.<\/p>\n

(ii) involuntarily ceases to be an Employee of the Company or any subsidiary
\nor affiliate for any reason (including Disability), other than death or for
\nCause, or voluntarily ceases to be an Employee of the Company or any subsidiary
\nor affiliate due to a reduction in workforce, shares will vest on a pro rata
\nbasis, which may, at the discretion of the Company, be contingent upon Employee
\nexecuting a general release, and which may include an agreement with respect to
\nengagement in detrimental activity, in a form acceptable to the Company. Such
\nshares will vest on a pro-rata basis for annual and three-year cumulative
\nperformance if achieved in accordance with Paragraph 2, based on the Employee153s
\nactual months of service. For the year in which termination occurs, shares
\nearned for that year will be calculated as follows: multiply the total award
\nearned for that year by a fraction, the numerator of which will be the number of
\nmonths of full service for that year (earning period) and the denominator will
\nbe 12. Any shares earned for annual performance pursuant to this grant for years
\nprior to such involuntary termination of employment and shares earned on a
\npro-rata basis for annual performance as described herein will be paid out as
\nsoon as practicable following the Vesting Date noted in the Award Summary. For
\nthree-year cumulative performance, vesting will be calculated as follows:
\nmultiply the total three-year cumulative award earned by a fraction, the
\nnumerator of which will be the number of months of full service during the three
\nyears and the denominator will be 36, and subtract from the sum the number of
\nshares previously earned for annual performance pursuant to this grant. Payout
\nshall occur as soon as practicable following the Vesting Date noted in the Award
\nSummary.<\/p>\n

(iii) ceases to be an Employee of the Company or any subsidiary or affiliate
\nby reason of death, 100% of the PSs pursuant to this grant shall vest on the
\ndate of death and the certificates for shares shall be delivered in accordance
\nwith Paragraph 7 to the personal representatives, heirs or legatees of the
\ndeceased Employee.<\/p>\n

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

(v) ceases to be an Employee of the Company or any subsidiary or affiliate
\ndue to termination for Cause, the PSs shall be cancelled as provided under the
\nPlan.<\/p>\n

(b) Disability<\/u>. Cessation of active employment due to commencement of
\nlong-term disability under the Company153s long-term disability plan shall not be
\ndeemed to constitute a termination of employment for purposes of this Paragraph
\n8 and during the continuance of such Xerox-sponsored long-term disability plan
\nbenefits the Employee shall be deemed to continue active employment with the
\nCompany. If the Employee is terminated because the Employee has received the
\nmaximum coverage under the Xerox long-term disability plan, the vesting of PSs
\nshall be provided pursuant to Paragraph 8 (a)(ii) above.<\/p>\n

(c) Cause. <\/u> “Cause” means (i) a violation of any of the rules,
\npolicies, procedures or guidelines of the Company, including but not limited to
\nthe Company153s Business Ethics Policy and the Proprietary Information and
\nConflict of Interest Agreement (ii) any conduct which qualifies for “immediate
\ndischarge” under the Company153s Human Resource Policies as in effect from time to
\ntime (iii) rendering services to a firm which engages, or engaging directly or
\nindirectly, in any business that is competitive with the Company or represents a
\nconflict of interest with the interests of the Company; (iv) conviction of, or
\nentering a guilty plea with respect to, a crime whether or not<\/p>\n<\/p>\n

2<\/p>\n

\n

connected with the Company; or (v) any other conduct determined to be
\ninjurious, detrimental or prejudicial to any interest of the Company.<\/p>\n

9. General Restrictions<\/u>. If at any time the Committee or CEO, as
\napplicable, shall determine, in its or her discretion, that the listing,
\nregistration or qualification of any shares subject to this Agreement upon any
\nsecurities exchange or under any state or Federal law, or the consent or
\napproval of any government regulatory body, is necessary or desirable as a
\ncondition of, or in connection with, the awarding of the PSs or the issue or
\npurchase of shares hereunder, the certificates for shares may not be issued in
\nrespect of PSs in whole or in part unless such listing, registration,
\nqualification, consent or approval shall have been effected or obtained free of
\nany conditions not acceptable to the Committee or CEO, as applicable, and any
\ndelay caused thereby shall in no way affect the date of termination of the PSs.\n<\/p>\n

10. Responsibility for Taxes<\/u>. Employee acknowledges that the ultimate
\nresponsibility for Employee153s Federal, state and municipal individual income
\ntaxes, the Employee153s portion of social security and other payroll taxes, and
\nany other taxes related to Employee153s participation in the Plan and legally
\napplicable to Employee, is and remains his or her responsibility and may exceed
\nthe amount actually withheld by the Company or the Employer.<\/p>\n

11. Nature of Award<\/u>. In accepting the award, Employee acknowledges
\nthat:<\/p>\n

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

(b) the award of the PSs is voluntary and occasional and does not create any
\ncontractual or other right to receive future grants of PSs, or benefits in lieu
\nof PSs, even if PSs have been granted repeatedly in the past;<\/p>\n

(c) all decisions with respect to future PS awards, if any, will be at the
\nsole discretion of the Committee;<\/p>\n

(d) Employee153s participation in the Plan shall not create a right to further
\nemployment with the Employer and shall not interfere with the ability of the
\nEmployer to terminate Employee153s employment relationship at any time; further,
\nthe PS award and Employee153s participation in the Plan will not be interpreted to
\nform an employment contract or relationship with the Company or any subsidiary
\nof the Company;<\/p>\n

(e) Employee is voluntarily participating in the Plan;<\/p>\n

(f) the PSs and the shares of Common Stock subject to the PSs are an
\nextraordinary item that does not constitute compensation of any kind for
\nservices of any kind rendered to the Company or the Employer, and which is
\noutside the scope of Employee153s employment contract, if any;<\/p>\n

(g) the PSs and the shares of Common Stock subject to the PSs are not
\nintended to replace any pension rights or compensation;<\/p>\n

(h) the PSs and the shares of Common Stock subject to the PSs are not part of
\nnormal or expected compensation or salary for any purposes, including, but not
\nlimited to, calculating any severance, resignation, termination, redundancy,
\ndismissal, end of service payments, bonuses, long-service awards, pension or
\nretirement or welfare benefits or similar payments and in no event should be
\nconsidered as compensation for, or relating in any way to, past services for the
\nCompany, the Employer or any subsidiary of the Company;<\/p>\n

(i) the future value of the underlying shares of Common Stock is unknown and
\ncannot be predicted with certainty;<\/p>\n

(j) in consideration of the award of the PSs, no claim or entitlement to
\ncompensation or damages shall arise from forfeiture of the PSs, including, but
\nnot limited to, forfeiture resulting from termination of Employee153s employment
\nwith the Company or the Employer (for any reason whatsoever and whether or not
\nin breach of local labor laws) and Employee irrevocably releases the Company and
\nthe Employer from any such claim that may arise; if, notwithstanding the
\nforegoing, any such claim is found by a court of competent jurisdiction to have
\narisen, Employee shall be deemed irrevocably to have waived Employee153s
\nentitlement to pursue such claim; and<\/p>\n

(k) subject to the provisions in the Plan regarding Change in Control, PSs
\nand the benefits under the Plan, if any, will not automatically transfer to
\nanother company in the case of a merger, take-over or transfer of liability.\n<\/p>\n

12. No Advice Regarding Award<\/u>. The Company is not providing any tax,
\nlegal or financial advice, nor is the Company making any recommendations
\nregarding Employee153s participation in the Plan, or his or her acquisition or
\nsale of the underlying shares of Common Stock. Employee is hereby advised to
\nconsult with his or her own personal tax, legal and financial advisors regarding
\nhis or her participation in the Plan before taking any action related to the
\nPlan.<\/p>\n

13. Amendment of This Agreement<\/u>. With the consent of the Employee, the
\nCommittee or CEO, as applicable, may amend this Agreement in a manner not
\ninconsistent with the Plan.<\/p>\n

14. Subsidiary<\/u>. As used herein the term “subsidiary” shall mean any
\npresent or future corporation which would be a “subsidiary corporation” of the
\nCompany as the term is defined in Section 425 of the Internal Revenue Code of
\n1986 on the date of award.<\/p>\n

15. Affiliate<\/u>. As used herein the term “affiliate” shall mean any
\nentity in which the Company has a significant equity interest, as determined by
\nthe Committee.<\/p>\n<\/p>\n

3<\/p>\n

\n

16. Non-engagement in Detrimental Activity Against the Company<\/u>. If an
\nEmployee or former Employee of the Company is deemed by the Committee or its
\nauthorized delegate, as applicable, in the Committee153s or such delegate153s sole
\nreasonable discretion as provided under the Plan, to have engaged in detrimental
\nactivity against the Company, any awards granted to such Employee or former
\nEmployee shall be cancelled and be of no further force or effect and any payment
\nor delivery of an award within six months prior to such detrimental activity may
\nbe rescinded. In the event of any such rescission, the Employee shall pay to the
\nCompany the amount of any gain realized or payment received as a result of the
\nrescinded exercise, payment or delivery, in such manner and on such terms and
\nconditions as may be required by the Committee or its delegate, as applicable.\n<\/p>\n

17. Cancellation and Rescission of Award<\/u>. Without limiting the
\nforegoing Paragraph regarding non-engagement in detrimental activity against the
\nCompany, the Company may cancel any award provided hereunder if the Employee is
\nnot in compliance with all of the following conditions:<\/p>\n

(a) An Employee shall not render services for any organization or engage
\ndirectly or indirectly in any business which would cause the Employee to breach
\nany of the post-employment prohibitions contained in any agreement between the
\nCompany and the Employee.<\/p>\n

(b) An Employee shall not, without prior written authorization from the
\nCompany, disclose to anyone outside the Company, or use in other than the
\nCompany153s business, any confidential information or material, as specified in
\nany agreement between the Company and the Employee which contains
\npost-employment prohibitions, relating to the business of the Company, acquired
\nby the Employee either during or after employment with the Company.<\/p>\n

(c) An Employee, pursuant to any agreement between the Company and the
\nEmployee which contains post-employment prohibitions shall disclose promptly and
\nassign to the Company all right, title and interest in any invention or idea,
\npatentable or not, made or conceived by the Employee during employment with the
\nCompany, relating in any manner to the actual or anticipated business, research
\nor development work of the Company and shall do anything reasonably necessary to
\nenable the Company to secure a patent where appropriate in the United States and
\nin foreign countries.<\/p>\n

(d) Failure to comply with the provision of subparagraphs (a), (b) or (c) of
\nthis Paragraph 17 prior to, or during the six months after, any payment or
\ndelivery shall cause such payment or delivery to be rescinded. The Company shall
\nnotify the Employee in writing of any such rescission within two years after
\nsuch payment or delivery. Within ten days after receiving such a notice from the
\nCompany, the Employee shall pay to the Company the amount of any payment
\nreceived as a result of the rescinded payment or delivery pursuant to an award.
\nSuch payment to the Company by the Employee shall be made either in cash or by
\nreturning to the Company the number of shares of common stock that the Employee
\nreceived in connection with the rescinded payment or delivery.<\/p>\n

18. Notices<\/u>. Notices hereunder shall be in writing and if to the
\nCompany shall be mailed to the Company at P.O. Box 4505, 45 Glover Avenue,
\n6th<\/sup> Floor, Norwalk, Connecticut 06856-4505, addressed to the
\nattention of Stock Plan Administrator, and if to the Employee shall be delivered
\npersonally or mailed to the Employee at his address as the same appears on the
\nrecords of the Company.<\/p>\n

19. Language<\/u>. If Employee has received this Agreement or any other
\ndocument related to the Plan translated into a language other than English and
\nif the meaning of the translated version is different than the English version,
\nthe English version will control.<\/p>\n

20. Electronic Delivery and Acceptance<\/u>. The Company may, in its sole
\ndiscretion, decide to deliver any documents related to current or future
\nparticipation in the Plan by electronic means. Employee hereby consents to
\nreceive such documents by electronic delivery and agrees to participate in the
\nPlan through an on-line or electronic system established and maintained by the
\nCompany or a third party designated by the Company.<\/p>\n

21. Interpretation of This Agreement<\/u>. The Committee or the CEO, as
\napplicable, shall have the authority to interpret the Plan and this Agreement
\nand to take whatever administrative actions, including correction of
\nadministrative errors in the awards subject to this Agreement and in this
\nAgreement, as the Committee or the CEO in its or her sole good faith judgment
\nshall be determined to be advisable. All decisions, interpretations and
\nadministrative actions made by the Committee or the CEO hereunder or under the
\nPlan shall be binding and conclusive on the Company and the Employee. In the
\nevent there is inconsistency between the provisions of this Agreement and of the
\nPlan, the provisions of the Plan shall govern.<\/p>\n

22. Successors and Assigns<\/u>. This Agreement shall be binding and inure
\nto the benefit of the parties hereto and the successors and assigns of the
\nCompany and to the extent provided in Paragraph 8 to the personal
\nrepresentatives, legatees and heirs of the Employee.<\/p>\n

23. Governing Law and Venue<\/u>. The validity, construction and effect of
\nthe Agreement and any actions taken under or relating to this Agreement shall be
\ndetermined in accordance with the laws of the state of New York and applicable
\nFederal law.<\/p>\n

This grant is made and\/or administered in the United States. For purposes of
\nlitigating any dispute that arises under this grant or the Agreement the parties
\nhereby submit to and consent to the jurisdiction of the state of New York, agree
\nthat such litigation shall be conducted in the courts of Monroe County, New
\nYork, or the federal courts for the United States for the Western District of
\nNew York.<\/p>\n

24. Separability<\/u>. In case any provision in the Agreement, or in any
\nother instrument referred to herein, shall become invalid, illegal or
\nunenforceable, the validity, legality and enforceability of the remaining
\nprovisions in the Agreement, or in any other instrument referred to herein,
\nshall not in any way be affected or impaired thereby.<\/p>\n<\/p>\n

4<\/p>\n

\n

25. Integration of Terms<\/u>. Except as otherwise provided in this
\nAgreement, this Agreement contains the entire agreement between the parties
\nrelating to the subject matter hereof and supersedes any and all oral statements
\nand prior writings with respect thereto.<\/p>\n

26. Appendix for Non-U.S. Countries<\/u>. Notwithstanding any provisions in
\nthis Agreement, the PS award shall be subject to any special terms and
\nconditions set forth in any appendix to this Agreement for Employee153s country
\n(the “Appendix”). Moreover, if Employee relocates to one of the countries
\nincluded in the Appendix, the special terms and conditions for such country will
\napply to Employee, to the extent the Company determines that the application of
\nsuch terms and conditions is necessary or advisable in order to comply with
\nlocal law or facilitate the administration of the Plan. The Appendix constitutes
\npart of this Agreement.<\/p>\n

27. Imposition of Other Requirements<\/u>. The Committee reserves the right
\nto impose other requirements on Employee153s participation in the Plan, on the PSs
\nand on any shares of Common Stock acquired under the Plan, to the extent the
\nCommittee determines it is necessary or advisable in order to comply with local
\nlaw or facilitate the administration of the Plan, and to require Employee to
\nsign any additional agreements or undertakings that may be necessary to
\naccomplish the foregoing.<\/p>\n

IN WITNESS WHEREOF, the Company has executed this Agreement as of the day and
\nyear set forth on the Award Summary.<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

XEROX CORPORATION<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Signature<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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