{"id":39966,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/form-of-executive-long-term-incentive-award-xerox.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"form-of-executive-long-term-incentive-award-xerox","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/form-of-executive-long-term-incentive-award-xerox.html","title":{"rendered":"Form of Executive Long-Term Incentive Award – Xerox"},"content":{"rendered":"

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

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

2004 PERFORMANCE INCENTIVE PLAN AS AMENDED OR RESTATED
\nTO DATE <\/strong><\/p>\n

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

In accordance with the provisions of the “2004 Performance
\nIncentive Plan” and any amendments and\/or restatements thereto (the “Plan”), the
\nCompensation Committee of the Board of Directors of the Company (the
\n“Committee”) or the Chief Executive Officer of the Company (the “CEO”) has
\nauthorized the execution and delivery of this Agreement.<\/p>\n

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

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

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

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

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

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

2. Entitlement to Shares<\/u>. As soon as practicable on or
\nafter the Vesting Date indicated on the Award Summary in connection with the PSs
\n(the “Vesting Date”), the Company shall, without transfer or issue tax to the
\nperson entitled 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
\nperformance against such goals in connection with determining the payout of PSs.
\nThe award of PSs covered hereby shall be earned based on achieving one hundred
\npercent (100%) of a target on an annual basis based on certain performance
\nmeasures as shall be determined from time to time by the Committee.
\nNotwithstanding the above, to the extent that a measure is not subject to
\nthree-year cumulative performance goals, PSs shall be earned annually based on
\nachieving performance between base and maximum levels (as shall be determined by
\nthe Committee). For any measure(s) subject to three-year cumulative performance
\ngoals (as shall be determined by the Committee), to the extent such performance
\nmeasures are achieved at or between threshold and maximum levels on a three-year
\ncumulative basis, an additional award of PSs will be earned, net of shares
\npreviously earned for annual achievement. The Vesting Date for earned PS awards
\ngranted shall be set forth in the Award Summary.<\/p>\n

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

\n

3. Dividend Equivalents.<\/u> The Employee shall become
\nentitled to receive from the Company on the Vesting Date a cash payment equaling
\nthe same amount(s) that the holder of record of a number of shares of Common
\nStock equal to the number of PSs covered by this Agreement (relating exclusively
\nto PSs earned, based on achievement of annual or three-year cumulative
\nperformance targets, not to exceed the target award amount shown on the Award
\nSummary) that are held by the Employee on the close of business on the business
\nday immediately preceding the Vesting Date would have been entitled to receive
\nas dividends on such Common Stock during the period commencing on the date
\nhereof and ending on the Vesting Date as provided under Paragraph 2. Payments
\nunder this Paragraph shall be net of any required withholding taxes.
\nNotwithstanding anything herein to the contrary, for any Employee who is no
\nlonger an employee on the payroll of any subsidiary or affiliate of the Company
\non the payment date of the dividend equivalents, and such subsidiary or
\naffiliate has determined, with the approval of the Vice President, Human
\nResources of the Company, that it is not administratively feasible for such
\nsubsidiary or affiliate to pay such dividend equivalents, the Employee will not
\nbe entitled to receive such dividend equivalents.<\/p>\n

4. Ownership Guidelines<\/u>. Guidelines pertaining to the
\nEmployee153s required ownership of Common Stock shall be determined by the
\nCommittee or its authorized delegate, as applicable, in its sole discretion from
\ntime to time as communicated to Employee in writing.<\/p>\n

5. Holding Requirements<\/u>. The Employee must retain
\nfifty percent (50%) of the net shares of Common Stock acquired in connection
\nwith the PSs (net of withholding tax and any applicable fees) until ownership
\nguidelines are met under Paragraph 4 hereof. Such shares shall be held in the
\nEmployee153s Morgan Stanley Smith Barney account or at another account acceptable
\nto the Company. In addition, shares used to maintain the Employee153s ownership
\nlevel pursuant to this award should be held with Morgan Stanley Smith Barney or
\nin another account acceptable to the Company.<\/p>\n

If employment terminates due to the death of the Employee,
\nsuch holding requirements shall cease at the date of death. If the Employee
\nterminates for any other reason, the holding requirement will be applicable for
\nup to a one year period following termination.<\/p>\n

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

6. Rights of a Shareholder<\/u>. Employee shall have no
\nrights as a shareholder with respect to any shares covered by this Agreement
\nuntil the date of issuance of a stock certificate to him for such shares. Except
\nas otherwise provided herein, no adjustment shall be made for dividends or other
\nrights for which the record date is prior to the date such stock certificate is
\nissued.<\/p>\n

7. Non-Assignability<\/u>. This Agreement shall not be
\nassignable or transferable by Employee except by will or by the laws of descent
\nand distribution.<\/p>\n

8. Effect<\/u> of<\/u> Termination<\/u> of<\/u> Employment<\/u>
\nor<\/u> 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
\nany subsidiary or affiliate for any reason other than retirement, and the PSs
\nhave not vested in accordance with Paragraph 2, the PSs shall be cancelled on
\nthe date of such voluntary termination of employment.<\/p>\n

(ii) involuntarily ceases to be an Employee of the Company or
\nany subsidiary or affiliate for any reason (including Disability as provided
\npursuant to Paragraph 8(b) below or under a disability policy of any subsidiary
\nor affiliate, as applicable), other than death or for Cause, or voluntarily
\nceases to be an Employee of the Company or any subsidiary or affiliate due to a
\nreduction in workforce, 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 achieved
\nin accordance with Paragraph 2, based on the Employee153s actual months of
\nservice. For the year in which termination 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 such
\ninvoluntary termination of employment and shares earned on a pro-rata basis for
\nannual performance as described herein will be paid out as soon as practicable
\nfollowing the Vesting Date noted in the Award Summary. For three-year cumulative
\nperformance, vesting will be calculated as follows: multiply the total
\nthree-year cumulative award earned by a fraction, the numerator of which will be
\nthe number of months of full service during the three years and the denominator
\nof which will be 36. Payout shall occur as soon as practicable following the
\nVesting Date noted in the Award Summary.<\/p>\n<\/p>\n

2<\/p>\n

\n

(iii) ceases to be an Employee of the Company or any
\nsubsidiary or affiliate by reason of death, 100% of the PSs pursuant to this
\ngrant shall vest on the date of death and the certificates for shares shall be
\ndelivered in accordance with Paragraph 7 to the personal representatives, heirs
\nor legatees of the deceased Employee.<\/p>\n

(iv) ceases to be an Employee of the Company or any
\nsubsidiary or affiliate by reason of retirement (under a retirement policy of
\nthe Company, its subsidiary or affiliate, as applicable), shares will vest on a
\npro rata basis, which may, at the discretion of the Company, be contingent upon
\nEmployee executing a general release, and which may include an agreement with
\nrespect to engagement in detrimental activity, in a form acceptable to the
\nCompany. Such shares will vest on a pro-rata basis for annual and three-year
\ncumulative performance, if achieved in accordance with Paragraph 2, based on the
\nEmployee153s actual months of service. For the year in which retirement occurs,
\nshares earned for that year will be calculated as follows: multiply the total
\naward earned for that year by a fraction, the numerator of which will be the
\nnumber of months of full service for that year (earning period) and the
\ndenominator will be 12. Any shares earned for annual performance pursuant to
\nthis grant for years prior to retirement and shares earned on a pro-rata basis
\nfor annual performance as described herein will be paid out as soon as
\npracticable 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 of which will be 36. Payout shall occur as soon as
\npracticable following the Vesting Date noted in the Award Summary; and<\/p>\n

(v) ceases to be an Employee of the Company or any subsidiary
\nor affiliate due to termination for Cause, the PSs shall be cancelled as
\nprovided under the Plan.<\/p>\n

(b) Disability<\/u>. Cessation of active employment due to
\ncommencement of long-term disability under the Company153s long-term disability
\nplan shall not be deemed to constitute a termination of employment for purposes
\nof this Paragraph 8 and during the continuance of such Xerox-sponsored long-term
\ndisability plan benefits the Employee shall be deemed to continue active
\nemployment with the Company. If the Employee is terminated because the Employee
\nhas received the maximum coverage under the Xerox long-term disability plan, the
\nvesting of PSs shall be provided pursuant to Paragraph 8 (a)(ii) above.<\/p>\n

(c) Cause<\/u>. “Cause” means (i) a violation of any of the
\nrules, policies, procedures or guidelines of the Company, including but not
\nlimited to the Company153s Business Ethics Policy and the Proprietary Information
\nand Conflict of Interest Agreement (ii) any conduct which qualifies for
\n“immediate discharge” under the Company153s Human Resource Policies as in effect
\nfrom time to time (iii) rendering services to a firm which engages, or engaging
\ndirectly or indirectly, in any business that is competitive with the Company or
\nrepresents a conflict of interest with the interests of the Company; (iv)
\nconviction of, or entering a guilty plea with respect to, a crime whether or not
\nconnected with the Company; or (v) any other conduct determined to be injurious,
\ndetrimental or prejudicial to any interest of the Company.<\/p>\n

9. General Restrictions<\/u>. If at any time the Committee
\nor its authorized delegate, as applicable, shall determine, in its discretion,
\nthat the listing, registration or qualification of any shares subject to this
\nAgreement upon any securities exchange or under any state or Federal law, or the
\nconsent or approval of any government regulatory body, is necessary or desirable
\nas a condition of, or in connection with, the awarding of the PSs or the issue
\nor purchase of shares hereunder, the certificates for shares may not be issued
\nin respect 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 its authorized delegate , as
\napplicable, and any delay caused thereby shall in no way affect the date of
\ntermination of the PSs.<\/p>\n

10. Responsibility for Taxes<\/u>. Employee acknowledges
\nthat the ultimate responsibility for Employee153s Federal, state and municipal
\nindividual income taxes, the Employee153s portion of social security and other
\npayroll taxes, and any other taxes related to Employee153s participation in the
\nPlan and legally applicable to Employee, is and remains his or her
\nresponsibility and may exceed the amount actually withheld by the Company or the
\nEmployer.<\/p>\n

11. Nature of Award<\/u>. In accepting the award, Employee
\nacknowledges that:<\/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 or its authorized delegate, as applicable;<\/p>\n<\/p>\n

3<\/p>\n

\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
\nthe Employee, the Committee or its authorized delegate, as applicable, may amend
\nthis Agreement in a manner not inconsistent with the Plan.<\/p>\n

14. Subsidiary<\/u>. As used herein the term “subsidiary”
\nshall mean any present or future corporation which would be a “subsidiary
\ncorporation” of the Company as the term is defined in Section 425 of the
\nInternal Revenue Code of 1986 on the date of award.<\/p>\n

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

16. Recoupments.<\/p>\n

(a) If an Employee or former Employee of the Company is
\ndeemed by the Committee or its authorized delegate, as applicable, to have
\nengaged in detrimental activity against the Company, any awards granted to such
\nEmployee or former Employee shall be cancelled and be of no further force or
\neffect and any payment or delivery of an award within six months prior to such
\ndetrimental activity may be rescinded. In the event of any such rescission, the
\nEmployee shall pay to the Company the amount of any gain realized or payment
\nreceived as a result of the rescinded exercise, payment or delivery, in such
\nmanner and on such terms and conditions as may be required by the Committee or
\nits authorized delegate, as applicable. Detrimental activity may include:<\/p>\n

(i) violating terms of a non-compete agreement with the
\nCompany, if any;<\/p>\n<\/p>\n

4<\/p>\n

\n

(ii) disclosing confidential or proprietary business
\ninformation of the Company;<\/p>\n

(iii) violating any rules, policies, procedures or guidelines
\nof the Company;<\/p>\n

(iv) directly or indirectly soliciting any employee of the
\nCompany to terminate employment with the Company;<\/p>\n

(v) directly or indirectly soliciting or accepting business
\nfrom any customer or potential customer or encouraging any customer, potential
\ncustomer or supplier of the Company to reduce the level of business it does with
\nthe Company;<\/p>\n

(vi) engaging in any other conduct or act that is determined
\nto be injurious, detrimental or prejudicial to any interest of the Company.<\/p>\n

(b) If an accounting restatement by the Company is required
\nin order to correct any material noncompliance with financial reporting
\nrequirements under relevant securities laws, the Company will have the authority
\nto recover from executive officers or former executive officers, whether or not
\nstill employed by the Company, any excess incentive-based compensation (in
\nexcess of what would have been paid under the accounting restatement), including
\nentitlement to shares, provided under this Agreement to executive officers of
\nthe Company that was based on such erroneous data and paid during the three-year
\nperiod preceding the date on which the Company is required to prepare the
\naccounting restatement. Notwithstanding anything herein to the contrary, the
\nCompany may implement any policy or take any action with respect to the recovery
\nof excess incentive-based compensation, including entitlement to shares that the
\nCompany determines to be necessary or advisable in order to comply with the
\nrequirements of the Dodd-Frank Wall Street Financial Reform and Consumer
\nProtection Act.<\/p>\n

17. Cancellation and Rescission of Award<\/u>. Without
\nlimiting the foregoing Paragraph regarding non-engagement in detrimental
\nactivity against the Company, the Company may cancel any award provided
\nhereunder if the Employee is not in compliance with all of the following
\nconditions:<\/p>\n

(a) An Employee shall not render services for any
\norganization or engage directly or indirectly in any business which would cause
\nthe Employee to breach any of the post-employment prohibitions contained in any
\nagreement between the Company and the Employee.<\/p>\n

(b) An Employee shall not, without prior written
\nauthorization from the Company, disclose to anyone outside the Company, or use
\nin other than the Company153s business, any confidential information or material,
\nas specified in any agreement between the Company and the Employee which
\ncontains post-employment prohibitions, relating to the business of the Company,
\nacquired by the Employee either during or after employment with the Company.\n<\/p>\n

(c) An Employee, pursuant to any agreement between the
\nCompany and the Employee which contains post-employment prohibitions shall
\ndisclose promptly and assign to the Company all right, title and interest in any
\ninvention or idea, patentable or not, made or conceived by the Employee during
\nemployment with the Company, relating in any manner to the actual or anticipated
\nbusiness, research or development work of the Company and shall do anything
\nreasonably necessary to enable the Company to secure a patent where appropriate
\nin the United States and in foreign countries.<\/p>\n

(d) Failure to comply with the provision of subparagraphs
\n(a), (b) or (c) of this Paragraph 17 prior to, or during the six months after,
\nany payment or delivery shall cause such payment or delivery to be rescinded.
\nThe Company shall notify the Employee in writing of any such rescission within
\ntwo years after such payment or delivery. Within ten days after receiving such a
\nnotice from the Company, the Employee shall pay to the Company the amount of any
\npayment received as a result of the rescinded payment or delivery pursuant to an
\naward. Such payment to the Company by the Employee shall be made either in cash
\nor by returning to the Company the number of shares of common stock that the
\nEmployee received in connection with the rescinded payment or delivery.<\/p>\n

18. Notices<\/u>. Notices hereunder shall be in writing and
\nif to the Company shall be mailed to the Company at P.O. Box 4505, 45 Glover
\nAvenue, 6th<\/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
\nor any other document related to the Plan translated into a language other than
\nEnglish and if the meaning of the translated version is different than the
\nEnglish version, the English version will control.<\/p>\n<\/p>\n

5<\/p>\n

\n

20. Electronic Delivery and Acceptance<\/u>. The Company
\nmay, in its sole discretion, decide to deliver any documents related to current
\nor future participation in the Plan by electronic means. Employee hereby
\nconsents to receive such documents by electronic delivery and agrees to
\nparticipate in the Plan through an on-line or electronic system established and
\nmaintained by the Company or a third party designated by the Company.<\/p>\n

21. Interpretation of This Agreement<\/u>. The Committee or
\nit authorized delegate, as applicable, shall have the authority to interpret the
\nPlan and this Agreement and to take whatever administrative actions, including
\ncorrection of administrative errors in the awards subject to this Agreement and
\nin this Agreement, as the Committee or its authorized delegate, as applicable,
\nin its sole good faith judgment shall be determined to be advisable. All
\ndecisions, interpretations and administrative actions made by the Committee or
\nits authorized delegate, as applicable, hereunder or under the Plan shall be
\nbinding and conclusive on the Company and the Employee. In the event there is
\ninconsistency between the provisions of this Agreement and of the Plan, the
\nprovisions of the Plan shall govern.<\/p>\n

22. Successors and Assigns<\/u>. This Agreement shall be
\nbinding and inure to the benefit of the parties hereto and the successors and
\nassigns of the Company 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,
\nconstruction and effect of the Agreement and any actions taken under or relating
\nto this Agreement shall be determined in accordance with the laws of the state
\nof New York and applicable Federal law.<\/p>\n

This grant is made and\/or administered in the United States.
\nFor purposes of litigating any dispute that arises under this grant or the
\nAgreement the parties hereby submit to and consent to the jurisdiction of the
\nstate of New York, agree that such litigation shall be conducted in the courts
\nof Monroe County, New York, or the federal courts for the United States for the
\nWestern District of New York.<\/p>\n

24. Separability<\/u>. In case any provision in the
\nAgreement, or in any other instrument referred to herein, shall become invalid,
\nillegal or unenforceable, the validity, legality and enforceability of the
\nremaining provisions in the Agreement, or in any other instrument referred to
\nherein, shall not in any way be affected or impaired thereby.<\/p>\n

25. Integration of Terms<\/u>. Except as otherwise provided
\nin this Agreement, this Agreement contains the entire agreement between the
\nparties relating to the subject matter hereof and supersedes any and all oral
\nstatements and prior writings with respect thereto.<\/p>\n

26. Appendix for Non-U.S. Countries<\/u>. Notwithstanding
\nany provisions in this Agreement, the PS award shall be subject to any special
\nterms and conditions set forth in any appendix to this Agreement for Employee153s
\ncountry (the “Appendix”). Moreover, if Employee relocates to one of the
\ncountries included in the Appendix, the special terms and conditions for such
\ncountry will apply to Employee, to the extent the Company determines that the
\napplication of such terms and conditions is necessary or advisable in order to
\ncomply with local law or facilitate the administration of the Plan. The Appendix
\nconstitutes part of this Agreement.<\/p>\n

27. Imposition of Other Requirements<\/u>. The Committee or
\nits authorized delegate, as applicable, reserves the right to impose other
\nrequirements on Employee153s participation in the Plan, on the PSs and on any
\nshares of Common Stock acquired under the Plan, to the extent the Committee or
\nits authorized delegate, as applicable, determines it is necessary or advisable
\nin order to comply with local law or facilitate the administration of the Plan,
\nand to require Employee to sign any additional agreements or undertakings that
\nmay be necessary to accomplish 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
<\/td>\n<\/td>\n\n

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

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

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

<\/td>\n\n

\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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