{"id":39967,"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-severance-agreement-xerox.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"form-of-executive-severance-agreement-xerox","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/form-of-executive-severance-agreement-xerox.html","title":{"rendered":"Form of Executive Severance Agreement – Xerox"},"content":{"rendered":"

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

45 Glover Avenue <\/strong><\/p>\n

Norwalk, CT 06856-4505 <\/strong><\/p>\n

Amended and Restated Severance Letter Agreement
\n<\/strong><\/p>\n

Providing Certain Benefits Upon Termination of
\nEmployment <\/strong><\/p>\n

Following a Change In Control <\/strong><\/p>\n

[Date]<\/p>\n

Dear [Name]:<\/p>\n

Xerox Corporation (“the Company”) considers it in the best interests of its
\nshareholders to foster the continuous employment of key management personnel.
\nThe Board recognizes that, as with many publicly held corporations, the
\npossibility of a Change in Control may arise, and that the uncertainty raised by
\nthis possibility may cause the departure or distraction of management personnel,
\nto the detriment of the Company and its shareholders.<\/p>\n

The Board has determined that appropriate steps should be taken to reinforce
\nthe continued dedication of key management personnel to their duties, without
\npotential distraction arising from a possible Change in Control, although no
\nsuch change is now contemplated.<\/p>\n

In order to induce you to remain in the employ of the Company and in
\nconsideration of your agreement set forth in Section 3, the Company accordingly
\nagrees that you shall receive the severance benefits set forth in this Agreement
\nif your employment with the Company is terminated under certain circumstances
\nfollowing a Change in Control.<\/p>\n

It is intended that this Agreement comply with Section 409A of the Code and
\nthe regulations thereunder and shall be construed and interpreted in a manner
\nconsistent with such intention.<\/p>\n

1. Definitions<\/u>.<\/p>\n

(a) Agreement<\/u> shall mean the letter agreement set forth herein.<\/p>\n

(b) Board<\/u> shall mean the Board of Directors of the Company.<\/p>\n

(c) Change in Control<\/u> of the Company shall be deemed to have occurred
\nif:<\/p>\n

(i) Any “Person” is or becomes a “beneficial owner” (as defined in Rule 13d-3
\nunder the Exchange Act), directly or indirectly, of securities of the Company
\n(not including in the securities beneficially owned by such Person any
\nsecurities acquired directly from the Company or its affiliates) representing
\n20% or more of the combined voting power of the Company153s then outstanding
\nsecurities;<\/p>\n

(ii) The following individuals (referred to herein as the “Incumbent Board”)
\ncease for any reason to constitute a majority of the directors then serving: (A)
\nindividuals who, on the date hereof constitute the Board, and (B) any new
\ndirector (other than a director whose initial assumption of office is in
\nconnection with an actual or threatened election contest, including but not
\nlimited to a consent solicitation, relating to the election of directors of the
\nCompany) whose appointment or election by the Board or nomination for election
\nby the Company153s shareholders was approved or recommended by a vote of at least
\ntwo-thirds of the directors then still in office who were directors on the date
\nhereof or whose appointment, election or nomination for election was previously
\nso approved or recommended;<\/p>\n

\n

(iii) There is consummated a merger or consolidation of the Company or any
\ndirect or indirect subsidiary of the Company with any other corporation, other
\nthan (A) a merger or consolidation which results in the directors of the Company
\nwho were members of the Incumbent Board immediately before such merger or
\nconsolidation continuing to constitute at least a majority of the board of
\ndirectors of the Company, the surviving entity or any parent thereof, or (B) a
\nmerger or consolidation effected to implement a recapitalization of the Company
\n(or similar transaction) in which no Person is or becomes the beneficial owner,
\ndirectly or indirectly, of securities of the Company (not including in the
\nsecurities beneficially owned by such Person any securities acquired directly
\nfrom the Company or its affiliates) representing 20% or more of the combined
\nvoting power of the Company153s then outstanding voting securities; or<\/p>\n

(iv) The shareholders of the Company approve a plan of complete liquidation
\nor dissolution of the Company, or there is consummated an agreement for the sale
\nor disposition by the Company of all or substantially all of the Company153s
\nassets, other than a sale or disposition by the Company of all or substantially
\nall of the Company153s assets to an entity, at least 50% of the combined voting
\npower of the voting securities of which are owned by stockholders of the Company
\nin substantially the same proportions as their ownership of the Company
\nimmediately before such sale. For purposes of the definition of Change in
\nControl and Potential Change in Control, Person shall have the meaning given in
\nSection 3(a)(9) of the 1934 Act, as modified and used in Section 13(d) and 14(d)
\nof the 1934 Act, except that such term shall not include Excluded Persons.
\n“Excluded Persons” shall mean (1) the Company and its subsidiaries, (2) any
\ntrustee or other fiduciary holding securities under an employee benefit plan of
\nthe Company or any subsidiary of the Company, (3) any company owned, directly or
\nindirectly, by the shareholders of the Company in substantially the same
\nproportions as their ownership of stock of the Company, (4) any person who
\nbecomes a beneficial owner in connection with a transaction described in sub
\nclause (A) of clause (iii) above, (5) an underwriter temporarily holding
\nsecurities of the Company pursuant to an offering of such securities, or (6) an
\nindividual, entity or group who is permitted to, and actually does, report its
\nbeneficial ownership on Schedule 13G (or any successor Schedule), provided that
\nif any Excluded Person described in clause (6) subsequently becomes required to
\nor does report its beneficial ownership on Schedule 13D (or any successor
\nSchedule), then, for purposes of this definition, such individual, entity or
\ngroup shall no longer be considered an Excluded Person and shall be deemed to
\nhave first acquired beneficial ownership of securities of the Company on the
\nfirst date on which such individual, entity or group becomes required to or does
\nso report on such Schedule.<\/p>\n

(d) Code<\/u> shall mean the Internal Revenue Code of 1986, as amended.\n<\/p>\n<\/p>\n

2<\/p>\n

\n

(e) Company<\/u> shall mean the Company or any successor thereto, including
\nany successor to its business and\/or assets which assumes and agrees to perform
\nthis Agreement by operation of law or otherwise.<\/p>\n

(f) Date of Termination<\/u> shall mean:<\/p>\n

(i) If your employment is terminated pursuant to a Termination by the Company
\nFor Disability, thirty (30) days after Notice of Termination is given (if you do
\nnot return to the performance of your duties on a full-time basis during such
\nthirty (30) day period); and<\/p>\n

(ii) If your employment is terminated for any other reason, the date
\nspecified in the Notice of Termination, subject to clauses (iii), (iv) and (v)
\nof this subsection.<\/p>\n

(iii) In the case of a Termination by the Company For Cause, the specified
\ndate shall not be less than thirty (30) days from the date the Notice of
\nTermination is given.<\/p>\n

(iv) In the case of a Termination by You For Good Reason, the specified date
\nshall not be less than fifteen (15) days nor more than sixty (60) days, from the
\ndate the Notice of Termination is given subject to Section 1(m)(viii).<\/p>\n

(v) The Date of Termination may be extended pursuant to Section 13.<\/p>\n

(g) Disability<\/u> shall mean a physical or mental incapacity incurred
\nafter a Potential Change in Control which would allow you to receive benefits
\nunder the Company153s Long-Term Disability Income Plan (or any substitute plans
\nadopted before a Change in Control).<\/p>\n

(h) Exchange Act<\/u> shall mean the Securities Exchange Act of 1934, as
\namended.<\/p>\n

(i) Notice of Termination<\/u> shall mean the notice required to be given
\nby you or the Company in accordance with the terms of Section 12.<\/p>\n

(j) Potential Change in Control<\/u> of the Company shall be deemed to
\nhave occurred if:<\/p>\n

(i) The Company enters into an agreement, the consummation of which would
\nresult in the occurrence of a Change in Control;<\/p>\n

(ii) Any person, including an Excluded Person, publicly announces an
\nintention to take or to consider taking actions which if consummated would
\nconstitute a Change in Control;<\/p>\n

(iii) Any Person becomes the beneficial owner, directly or indirectly, of
\nsecurities of the Company (not including in the securities beneficially owned by
\nsuch person any securities acquired directly from the Company or its affiliates)
\nrepresenting 10% or more of the combined voting power of the Company153s then
\noutstanding securities; or<\/p>\n

(iv) The Board adopts a resolution to the effect that a Potential Change in
\nControl for purposes of this Agreement has occurred.<\/p>\n

(k) Termination by the Company For Cause<\/u> shall mean termination by the
\nCompany of your employment upon:<\/p>\n

(i) The willful and continued failure by you to substantially perform your
\nduties with the Company (other than any such failure resulting from your
\nincapacity due to physical or mental illness or any such actual or anticipated
\nfailure after the issuance of a Notice of Termination by You For Good Reason),
\nafter a written demand for substantial performance is delivered to you by the
\nBoard which specifically identifies the manner in which the Board believes that
\nyou have not substantially performed your duties;<\/p>\n<\/p>\n

3<\/p>\n

\n

(ii) The willful engaging by you in conduct which is demonstrably and
\nmaterially injurious to the Company, monetarily or otherwise; or<\/p>\n

(iii) The conviction of any crime (whether or not involving the Company)
\nwhich constitutes a felony.<\/p>\n

(iv) For purposes of this subsection, no act or failure to act on your part
\nshall be considered “willful” unless done, or omitted to be done, by you not in
\ngood faith and without reasonable belief that your action or omission was in the
\nbest interest of the Company.<\/p>\n

(v) A termination of your employment is not a Termination by the Company For
\nCause until there is delivered to you a copy of a resolution duly adopted by the
\naffirmative vote of not less than three-quarters of the entire membership of the
\nBoard at a meeting of the Board called and held for the purpose (after
\nreasonable notice to you and an opportunity for you, together with your counsel,
\nto be heard before the Board), finding that in the good faith opinion of the
\nBoard you were guilty of conduct set forth in this subsection, and specifying
\nthe particulars thereof in detail.<\/p>\n

(l) Termination by the Company For Disability<\/u> shall mean a termination
\nby the Company of your employment following a Change in Control and during the
\nterm of this Agreement as follows. If, as a result of your incapacity due to
\nphysical or mental illness, you fail to perform your duties and shall have been
\nreceiving payments under the Company153s Long-Term Disability Income Plan, or any
\nsubstitute plans adopted before the Change in Control, for a period of twelve
\n(12) consecutive months and, within thirty (30) days after Notice of Termination
\nis given, you shall not have returned to the full-time performance of your
\nduties, the Company may terminate your employment pursuant to a Termination by
\nthe Company For Disability. You shall continue to receive your full base salary
\nat the rate then in effect and your bonus and all compensation shall be paid
\nduring the period until this Agreement is terminated pursuant to this
\nsubsection. Your benefits shall thereafter be determined in accordance with the
\nCompany153s welfare benefits programs then in effect and the Company153s retirement
\nplans then in effect.<\/p>\n

(m) Termination by You For Good Reason<\/u> shall mean the termination by
\nyou of your employment within two years of the initial occurrence of any of the
\nfollowing circumstances, provided that (1) such circumstance occurs without your
\nexpress written consent, after a Change in Control, and during the term of this
\nAgreement, and (2) you properly notify the Company within 90 days of the initial
\noccurrence of such circumstance and the Company does not remedy the circumstance
\nwithin 30 days of such notice:<\/p>\n

(i) Subject to Section 1(m)(viii) herein, the material diminution of your
\nauthority, duties, or responsibilities from those in effect immediately prior to
\na Change in Control (including, without limitation, if you are an executive
\nofficer of the Company prior to a Change in Control, ceasing to be an executive
\nofficer of the surviving company);<\/p>\n<\/p>\n

4<\/p>\n

\n

(ii) A material reduction in your annual base salary and\/or annual target
\nbonus as in effect on the date hereof, or as the same may be increased from time
\nto time, except that this clause (ii) shall not apply to across-the-board salary
\nreductions similarly affecting all executives of the Company and all executives
\nof any person in control of the Company;<\/p>\n

(iii) A material change in the geographic location at which you are required
\nto be based (<\/em>including, without limitation, the Company requiring you
\nto relocate outside of the metropolitan area in which you were based immediately
\nprior to the Change in Control), except for required travel on the Company153s
\nbusiness to an extent substantially consistent with your present business travel
\nobligations;<\/p>\n

(iv) The failure by the Company to continue in effect any material
\ncompensation or benefit plan, vacation policy or any material perquisites in
\nwhich you participate immediately before the Change in Control, (except to the
\nextent such plan terminates in accordance with its terms), unless an equitable
\narrangement (embodied in an ongoing substitute or alternative plan) has been
\nmade with respect to such plan in connection with the Change in Control, or the
\nfailure by the Company to continue your participation therein (or in such
\nsubstitute or alternative plan) on a basis not materially less favorable, both
\nin terms of the amount of benefits provided and the level of your participation
\nrelative to other participants, than existed at the time of the Change in
\nControl; or<\/p>\n

(v) The failure of the Company to obtain a satisfactory agreement from any
\nsuccessor to assume and agree to perform this Agreement, as contemplated in
\nSection 11.<\/p>\n

(vi) A Termination by You For Good Reason shall be deemed to occur if, after
\na Change in Control, there occurs any termination or purported termination by
\nthe Company of your employment which is not accompanied by any Notice of
\nTermination required by Section 12, and does not comply with the notice
\nrequirements (if applicable) of subsection (k) of this section (defining
\nTermination by the Company For Cause).<\/p>\n

(vii) A termination by you of your employment shall not fail to be a
\nTermination by You For Good Reason merely because of your incapacity due to
\nphysical or mental illness, or because your employment continued after the
\noccurrence of any of the events listed in this subsection.<\/p>\n

(viii) Notwithstanding anything herein to the contrary, in the event of a
\nTermination by you for Good Reason under Section 1(m)(i), no benefits are
\npayable to you under the Agreement if, before the second anniversary of a
\nPotential Change in Control (I) you voluntarily terminate your employment or
\n(II) the Company remedies the circumstance described in Section 1(m)(1).<\/p>\n

(n) Termination by You Without Good Reason<\/u> shall mean a termination by
\nyou of your employment that is not a Termination by You For Good Reason.<\/p>\n<\/p>\n

5<\/p>\n

\n

2. Term of Agreement<\/u><\/p>\n

(a) This Agreement shall be effective on [date], and shall continue in effect
\nthrough December 31, [year], or the later date provided by subsection (b) or (c)
\nof this section.<\/p>\n

(b) Commencing on January 1, [year], and each January 1 thereafter, the term
\nof this Agreement shall automatically be extended for one additional year
\nunless, (i) not later than the later of November 1 or thirty days following the
\nmeeting of the Compensation Committee of the Board held in October of the
\npreceding year, the Company gives notice that it does not wish to extend this
\nAgreement; or (ii) at any time, the Company gives notice that you are no longer
\nin a position considered to be a key role in the event of a CIC. No such notice
\nmay be given during the pendency of a Potential Change in Control.<\/p>\n

(c) If a Change in Control occurs while this Agreement is in effect, then
\nnotwithstanding subsections (a) and (b) of this section, this Agreement shall
\ncontinue in effect until the last day of the 24th month following the month in
\nwhich occurs such Change in Control.<\/p>\n

(d) This Agreement shall terminate upon your termination of employment (which
\nfor this purpose shall include commencement of salary continuance or other
\nseverance amounts), other than a termination of employment that occurs after a
\nChange in Control.<\/p>\n

3. Your Agreement to Certain Continued Employmen<\/u>t. You agree that,
\nsubject to the terms and conditions of this Agreement, in the event of a
\nPotential Change in Control, you will remain in the employ of the Company until
\nthe earliest of:<\/p>\n

(a) The expiration of nine (9) months from the occurrence of such Potential
\nChange in Control,<\/p>\n

(b) The termination by you of your employment by reason of Disability;<\/p>\n

(c) The date on which you first become entitled under this Agreement to
\nreceive the benefits provided in Section 4 (or would be so entitled, except for
\nthe application of Section 14 herein, relating to section 409A of the Code.)\n<\/p>\n

4. Benefits Upon Termination<\/u>.<\/p>\n

(a) You shall be entitled to the benefits provided by this section upon
\ntermination of your employment, if such termination occurs after a Change in
\nControl and during the term of this Agreement, and is not (i) because of your
\ndeath, (ii) a Termination by the Company For Cause, (iii) a Termination by the
\nCompany For Disability, or (iv) a Termination by You Without Good Reason.<\/p>\n

(b) The Company shall pay you your full base salary through your separation
\nfrom service at the rate in effect at the time Notice of Termination is given,
\nplus all other amounts to which you are entitled under any compensation plan of
\nthe Company, at the time such payments are due.<\/p>\n

(c) In lieu of any further salary payments to you for periods after your
\nseparation from service, the Company shall pay a lump sum severance payment
\nequal to [two (2) or 2.99] times the sum of:<\/p>\n

(i) the greater of (A) your annual rate of base salary in effect on the date
\nNotice of Termination is given, and (B) your annual rate of base salary in
\neffect immediately before the Change in Control, and<\/p>\n<\/p>\n

6<\/p>\n

\n

(ii) the greater of (A) the annual target bonus applicable to you for the
\nyear in which Notice of Termination is given and (B) the annual target bonus
\napplicable to you for the year in which the Change in Control occurs.<\/p>\n

(d) The payment under subsection (c) will be paid immediately upon your
\nseparation from service, except that it may not be paid before the earliest date
\npermitted under Section 14 herein (relating to section 409A of the Code).<\/p>\n

(e) In addition to all other amounts payable to you under this section, you
\nshall be entitled to receive all benefits payable under any other plan or
\nagreement relating to retirement benefits or to compensation previously earned
\nand not yet paid, in accordance with the terms of such plans or agreements.<\/p>\n

(f) For the [24 or 36] month period immediately following the Date of
\nTermination, the Company shall arrange to provide you and your dependents life,
\ndisability, accident and health insurance benefits substantially similar to
\nthose provided to you and your dependents immediately before the Date of
\nTermination or, if more favorable to you, those provided to you and your
\ndependents immediately before the occurrence of a Change in Control, at no
\ngreater cost to you than the cost to you immediately before such date or
\noccurrence. Benefits otherwise receivable by you pursuant to this section shall
\nbe reduced to the extent benefits of the same type are received by or made
\navailable at no greater cost to you by a subsequent employer during the [24 or
\n36] month period following the Date of Termination (and any such benefits
\nreceived by or made available to you shall be reported by you to the Company).\n<\/p>\n

(g) Deeming rules for certain terminations of employment before a Change
\nin Control<\/u>. For purposes of this Agreement:<\/p>\n

(i) Termination of your employment shall be deemed to occur after a Change in
\nControl if (A) your employment is terminated by the Company before a Change in
\nControl, (B) such termination was not a Termination by the Company For Cause,
\nand (C) either such termination was at the request or direction of a person who
\nhas entered into an agreement with the Company the consummation of which would
\nconstitute a Change in Control, or you reasonably demonstrate that such
\ntermination was otherwise in connection with or in anticipation of a Change in
\nControl.<\/p>\n

(ii) Termination of your employment shall be deemed to be a Termination by
\nYou For Good Reason after a Change in Control if (A) before a Change in Control,
\nyou incur a Termination by You For Good Reason (or what would be such but for
\nthe fact that it occurs before a Change in Control), and (B) the circumstance or
\nevent which constitutes Good Reason occurs at the request or direction of a
\nperson who has entered into an agreement with the Company the consummation of
\nwhich would constitute a Change in Control.<\/p>\n

(iii) Clauses (i) and (ii) apply whether or not a Change in Control actually
\noccurs.<\/p>\n<\/p>\n

7<\/p>\n

\n

(h) All payments under the Agreement are subject to the reduction or
\npotential reduction set forth in Section 9.<\/p>\n

5. Benefits upon Termination For Cause or Without Good Reason<\/u>. If,
\nfollowing a Change in Control, your employment is terminated pursuant to a
\nTermination by the Company For Cause, or a Termination by You Without Good
\nReason, the Company shall pay you your full base salary through your separation
\nfrom service at the rate in effect at the time Notice of Termination is given,
\nplus all other amounts to which you are entitled under any compensation plan of
\nthe Company at the time such payments are due, and the Company shall have no
\nfurther obligations to you under this Agreement.<\/p>\n

6. No Duty to Mitigate<\/u>. You shall not be required to mitigate the
\namount of any payment provided for in Sections 4, 5, 9 or 10 herein by seeking
\nother employment or otherwise, nor shall the amount of any payment or benefit
\nprovided for in such sections be reduced by any compensation earned by you as
\nthe result of employment by another employer or by retirement benefits after the
\nDate of Termination, or otherwise, other than under subsection (f) of Section 4
\n(relating to certain continuing welfare benefits) and Section 8.<\/p>\n

7. No Waiver<\/u>. Your continued employment after any event which is or
\nmight be an event listed under the definition of Termination by You For Good
\nReason herein shall not constitute your consent to, or your waiver of rights
\nwith respect to, any circumstances surrounding a Termination by You For Good
\nReason.<\/p>\n

8. Offset for Certain Severance Pay<\/u>. If you become entitled to the
\nlump sum severance benefit under subsection (c) of Section 4 herein, you shall
\nnot be entitled to receive severance pay under any severance pay plan, policy or
\narrangement maintained by the Company or any of its subsidiaries. If the Company
\nis obligated by law or by contract to pay severance pay, a termination
\nindemnity, notice pay, or the like, or if the Company is obligated by law or by
\ncontract to provide advance notice of separation, then the lump sum severance
\nbenefit under subsection (c) of Section 4 herein shall be reduced, but not below
\nzero, by the amount of any such severance pay, termination indemnity, notice pay
\nor the like, as applicable, and by the amount of any compensation received by
\nyou during the period of such advance notice. No offset or reduction of amounts
\nshall be permitted to the extent it results in a prohibited substitution under
\nCode Section 409A and regulations thereunder.<\/p>\n

9. Payment Calculation. <\/u><\/p>\n

(a) Generally, Total Payments (defined below) in connection with a Change in
\nControl, including but not limited to payments under this Agreement, may be
\nsubject to an Excise Tax (defined below) payable by you. The Excise Tax applies
\nonly if Total Payments exceed a threshold computed under the Code and IRS
\nregulations. Accordingly, if it is determined that the Excise Tax would apply to
\nany payments to you in connection with a Change in Control, payments under the
\nAgreement shall be reduced by this section if it is determined by the Accounting
\nFirm (defined below) that such Cutback (defined below) causes the Net After Tax
\nAmount to be greater than the Net After Tax Amount (defined below) without such
\nCutback.<\/p>\n<\/p>\n

8<\/p>\n

\n

(b) For purposes of this Section, the following terms have the following
\nmeanings:<\/p>\n

(i) “Total Payments” shall mean all of the payments or benefits, paid or
\npayable to you or for your benefit, subject to the excise tax under Section 4999
\nof the Code (before any reduction pursuant to this section), including any
\nvesting of awards subject to Section 83 of the Code, whether pursuant to the
\nterms of this Agreement or any other plan, arrangement or agreement with the
\nCompany, any person whose actions result in a Change in Control, or any person
\naffiliated with the Company or such person.<\/p>\n

(ii) “Excise Tax” shall mean the excise tax (if any) imposed under section
\n4999 of the Code on your Total Payments.<\/p>\n

(iii) “Net After Tax Amount” shall mean the amount of Total Payments net of
\nany applicable taxes under the Code and any State or local income taxes
\napplicable on the date of payment. The determination of the Net After Tax Amount
\nshall be made using the highest combined effective rate imposed by the foregoing
\ntaxes on income of the same character as the payments, as in effect on the date
\nof payment.<\/p>\n

(c) Amounts payable to you under the Agreement shall be reduced by an amount
\n(“the Cutback”) if and only if it is determined that the Net After Tax Amount is
\ngreater if the Cutback is imposed than if the Cutback is not imposed.<\/p>\n

(d) All determinations required to be made under this Section 9 shall be made
\nby the accounting firm that was, immediately before the Change in Control, the
\nCompany153s independent auditor (the “Accounting Firm”), which shall provide
\ndetailed supporting calculations both to the Company and to you within fifteen
\n(15) business days after your Notice of Termination, or such earlier time as
\nrequested by the Company. In the event that such accounting firm is also serving
\nas accountant or auditor for the individual, entity or group effecting the
\nChange in Control, the Company shall appoint another nationally recognized
\naccounting firm to make the determinations required hereunder (which accounting
\nfirm instead shall be the Accounting Firm hereunder). All fees and expenses of
\nthe Accounting Firm shall be borne solely by the Company. Any determination by
\nthe Accounting Firm shall be binding upon the Company and you.<\/p>\n

10. Legal Fees<\/u>.<\/p>\n

(a) The Company also shall pay to you all reasonable legal fees and expenses
\nincurred by you with respect to the initial determination by the Accounting Firm
\nwith respect to the amount of Cutback (if any), as well as in disputing in good
\nfaith any issue hereunder relating to the termination of your employment, in
\nseeking in good faith to obtain or enforce any benefit or right provided by this
\nAgreement or in connection with any tax audit or proceeding to the extent
\nattributable to the application of section 4999 of the Code to any payment or
\nbenefit provided hereunder. Such payment shall be made immediately upon the date
\nthat is five business days after delivery of your written request for payment
\naccompanied with such evidence of fees and expenses incurred as the Company
\nreasonably may require.<\/p>\n<\/p>\n

9<\/p>\n

\n

(b) To the extent required by Section 409A of the Code and guidance
\nthereunder, any payment by the Company under this section shall be made no later
\nthan December 31 of the calendar year following the calendar year in which you
\nincur such fees and expenses. Notwithstanding the foregoing, to the extent
\nrequired by Section 409A of the Code, in the case of a payment by the Company to
\nreimburse expenses incurred due to a tax audit or litigation, payment shall be
\nmade no later than December 31 of the calendar year following the calendar you
\nin which you remit the Excise Tax or, where as a result of such audit or
\nlitigation, no taxes are remitted, December 31 of the calendar year following
\nthe calendar year in which the audit is completed or there is a final and
\nnonappealable settlement or other resolution of the litigation.<\/p>\n

11. Successors; Binding Agreement<\/u>.<\/p>\n

(a) The Company will require any successor (whether direct or indirect, by
\npurchase, merger, consolidation or otherwise) to all or substantially all of the
\nbusiness and\/or assets of the Company to expressly assume and agree to perform
\nthis Agreement in the same manner and to the same extent that the Company would
\nbe required to perform it if no succession had taken place.<\/p>\n

(b) Failure of the Company to obtain such assumption and agreement before the
\neffectiveness of any such succession shall be a breach of this Agreement and
\nshall entitle you to compensation from the Company in the same amount and on the
\nsame terms as you would be entitled hereunder if you terminated your employment
\nfor Good Reason following a Change in Control, except that for purposes of
\nimplementing the foregoing, the date on which any such succession becomes
\neffective shall be deemed the Date of Termination.<\/p>\n

(c) This Agreement shall inure to the benefit of and be enforceable by your
\npersonal or legal representatives, executors, administrators, successors, heirs,
\ndistributees, devisees and legatees. If you should die while any amount would
\nstill be payable to you hereunder if you had continued to live, all such
\namounts, unless otherwise provided herein, shall be paid in accordance with the
\nterms of this Agreement to your devisee, legatee or other designee or if no such
\ndesignee, to your estate.<\/p>\n

12. Notice Requirement<\/u>. Any termination or purported termination of
\nyour employment (except by reason of your death) by the Company or by you
\nfollowing a Change in Control and during the term of this Agreement shall be
\ncommunicated by written Notice of Termination to the other party hereto in
\naccordance with this section. The Notice of Termination shall indicate the
\nspecific termination provision in this Agreement relied upon and shall set forth
\nin reasonable detail the facts and circumstances claimed to provide a basis for
\ntermination of your employment under the provision so indicated. For the
\npurposes of this Agreement, notices and all other communications provided for in
\nthe Agreement shall be in writing and shall be deemed to have been duly given
\nwhen delivered or mailed by United States registered mail, return receipt
\nrequested, postage prepaid, addressed to the respective addresses set forth on
\nthe first page of this Agreement, provided that all notices to the Company shall
\nbe directed to the attention of the Board with a copy to the Secretary of the
\nCompany, or to such other address as either party may have furnished to the
\nother in writing in accordance herewith, except that notice of change of address
\nshall be effective only upon receipt.<\/p>\n<\/p>\n

10<\/p>\n

\n

13. Extension of Date of Termination<\/u>. If, within thirty (30) days
\nafter any Notice of Termination is given the party receiving such Notice of
\nTermination notifies the other party that a dispute exists concerning the
\ntermination, the Date of Termination shall be the date on which the dispute is
\nfinally determined, either by mutual written agreement of the parties, by a
\nbinding arbitration award, or by a final judgment, order or decree of court of
\ncompetent jurisdiction (the time for appeal therefrom having expired and no
\nappeal having been perfected). The Date of Termination shall be extended by a
\nnotice of dispute only if such notice is given in good faith and the party
\ngiving such notice pursues the resolution of such dispute with reasonable
\ndiligence. You shall make prompt, good faith and reasonable efforts to collect
\nany amounts you believe are owing to you, in accordance with regulations under
\nSection 409A. Notwithstanding the pendency of any such dispute, the Company will
\ncontinue to pay you your full compensation in effect when the notice giving rise
\nto the dispute was given (including, but not limited to, base salary) and
\ncontinue you as a participant in all compensation, benefit and insurance plans
\nin which you were participating when the notice giving rise to the dispute was
\ngiven, until the dispute is finally resolved in accordance with this section.
\nAmounts paid under this section are in addition to all other amounts due under
\nthis Agreement and shall not be offset against or reduce any other amounts due
\nunder this Agreement and shall not be reduced by any compensation earned by you
\nas the result of employment by another employer<\/p>\n

14. No Payment Earlier Than Permitted Under Code Section 409A<\/u>.<\/p>\n

In no event shall any amount that is deferred compensation under Code section
\n409A (other than a short term deferral) payable under this Agreement upon your
\nseparation from service be paid to you under this Agreement before the date of
\nyour separation from service plus 6 months after such date if you are a
\nspecified employee (as defined for purposes of Code section 409A(a)(2)(B)).<\/p>\n

15. Amendment<\/u>.<\/p>\n

(a) Except as provided in subsection (b), no provision of this Agreement may
\nbe modified, waived or discharged unless such waiver, modification or discharge
\nis agreed to in writing and signed by you and such officer as may be
\nspecifically designated by the Compensation Committee of the Board.<\/p>\n

(b) To the extent deemed necessary or desirable by the Compensation Committee
\nof the Board, the Agreement may be amended by an affirmative vote of the
\nmajority of the directors described in section 1(c)(ii) hereof and on the
\nCompensation Committee in order to comply with Code section 409A and to avoid
\nany additional tax or penalty related solely to Code section 409A. Such
\namendments will be effective if signed by such officer as may be specifically
\ndesignated by the Compensation Committee of the Board. The provisions of this
\nsubsection (b) shall not apply at any time after the occurrence of either a
\nPotential Change in Control or a Change in Control.<\/p>\n<\/p>\n

11<\/p>\n

\n

(c) The Chief Executive Officer of Xerox Corporation or her delegate may
\namend the Agreement as she or he in his or her sole discretion deems necessary
\nor appropriate to comply with Section 409A of the Internal Revenue Code and
\nguidance thereunder.<\/p>\n

16. Miscellaneous<\/u>. No waiver by either party hereto at any time of any
\nbreach by the other party hereto of, or compliance with, any condition or
\nprovision of this Agreement to be performed by such other party shall be deemed
\na waiver of similar or dissimilar provisions or conditions at the same or at any
\nprior or subsequent time. No agreements or representations, oral or otherwise,
\nexpress or implied, with respect to the subject matter hereof have been made by
\neither party which are not expressly set forth in this Agreement. The validity,
\ninterpretation, construction and performance of this Agreement shall be governed
\nby the laws of the State of New York without regard to its conflicts of law
\nprinciples. All references to sections of the Exchange Act or the Code shall be
\ndeemed also to refer to any successor provisions to such sections. Any payments
\nprovided for hereunder shall be paid net of any applicable withholding required
\nunder federal, state or local law. The obligations of the Company under Sections
\n4, 5, 9 and 10 shall survive the expiration of the term of this Agreement. This
\nAgreement shall not be construed as creating an express or implied contract of
\nemployment and, except as otherwise agreed in writing between you and the
\nCompany, you shall not have any right to be retained in the employ of the
\nCompany.<\/p>\n

17. Validity<\/u>. The invalidity or unenforceability of any provision of
\nthis Agreement shall not affect the validity or enforceability of any other
\nprovision of this Agreement, which shall remain in full force and effect.<\/p>\n

18. Counterparts<\/u>. This Agreement may be executed in several
\ncounterparts, each of which shall be deemed to be an original but all of which
\ntogether will constitute one and the same instrument.<\/p>\n

19. Entire Agreement<\/u>. This Agreement sets forth the entire agreement
\nof the parties hereto in respect of the subject matter contained herein and
\nduring the term of the Agreement supersedes the provisions of all prior
\nagreements, promises, covenants, arrangements, communications, representations
\nor warranties, whether oral or written, by any officer, employee or
\nrepresentative of any party hereto with respect to the subject matter hereof
\n(including, without limitation, the Severance Agreement previously entered into
\nbetween you and the Company as thereafter amended and\/or extended).<\/p>\n

20. Effective Date<\/u>. This Agreement shall become effective as of the
\ndate set forth above. If this letter correctly sets forth our agreement on the
\nsubject matter hereof, please sign and return to the Company the enclosed copy
\nof this letter which will then constitute our agreement on this subject.<\/p>\n<\/p>\n

12<\/p>\n

\n

Sincerely,<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

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

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

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

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

Name: Ursula M. Burns<\/p>\n<\/td>\n<\/tr>\n

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

Title: Chairman and Chief Executive Officer<\/p>\n<\/td>\n<\/tr>\n

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

Agreed to as of the Date: <\/u><\/p>\n<\/td>\n<\/tr>\n

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

Name: <\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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