{"id":39973,"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-separation-agreement-without-salary-continuance-xerox.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"form-of-separation-agreement-without-salary-continuance-xerox","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/form-of-separation-agreement-without-salary-continuance-xerox.html","title":{"rendered":"Form of Separation Agreement (Without Salary Continuance) – Xerox"},"content":{"rendered":"\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\nSender153s Name<\/strong><\/td>\n<\/tr>\n
<\/td>\n<\/td>\nSender153s Title<\/em><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Operating Company<\/p>\n<\/td>\n<\/tr>\n

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

Xerox Corporation<\/p>\n<\/td>\n<\/tr>\n

\n

Date<\/p>\n<\/td>\n

<\/td>\n\n

Senders address<\/p>\n<\/td>\n<\/tr>\n

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

email.address@xerox.com<\/p>\n<\/td>\n<\/tr>\n

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

tel 000.000.0000<\/p>\n<\/td>\n<\/tr>\n

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

fax 000.000.0000<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

First Name Last Name<\/p>\n

Title <\/em><\/p>\n

Street Address Line 1<\/p>\n

Street Address Line 2<\/p>\n

City, State ZIP<\/p>\n

Dear Addressee:<\/p>\n

The following information summarizes the arrangements for your retirement
\nfrom Xerox Corporation (the Company).<\/p>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Last day of active employment:<\/p>\n<\/td>\n

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

Retirement Date:<\/p>\n<\/td>\n

<\/td>\n\n

The day after active employment ends<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Notwithstanding anything else contained in this letter, if you (or those
\nacting in concert with you) engage in Detrimental Activity as defined in the
\nattached Exhibit, the consequence set forth therein shall apply. This agreement
\nis subject to the approval of the Compensation Committee.<\/p>\n

Summarized below are the relevant provisions of the plans and programs in
\nwhich you participate that apply to your long-term incentive awards, 401(k)
\nsavings accounts, pension benefits, life insurance benefits and other benefits
\narrangements.<\/p>\n

Assuming that you will have met the age and service conditions of such plans
\nand programs, you will be treated as a retiree for the purposes thereof
\neffective on your Retirement Date.<\/p>\n

Stock Awards <\/strong><\/p>\n

Stock grants (including stock options) awarded to you prior to the
\ncommencement of your retirement shall continue to vest and\/or remain exercisable
\nper the terms of the awards and the relevant plans. [You will not be eligible
\nfor additional stock awards in 20XX.]<\/p>\n

Deferred Compensation Plan [delete if not applicable] <\/strong><\/p>\n

Your deferred compensation accounts will be paid out according to the terms
\nof your prior elections.<\/p>\n

401(k) Savings Plan Account <\/strong><\/p>\n

Under relevant plan provisions, you have choices available regarding the
\ncontinued investment of your account balances and the time and form of
\ndistribution. At separation, you will have the opportunity to elect how and when
\nthe proceeds of your 401(k) will be distributed. Information on these choices
\nwill be sent by the Benefits Center upon your retirement.<\/p>\n

\n

Employee Stock Ownership Plan (ESOP) <\/strong><\/p>\n

As an active employee, you can only take a distribution of ESOP in stock. At
\nseparation, your ESOP account can be taken as cash, in stock, or rolled over to
\nthe Xerox 401(k) savings plan or your IRA, or you may defer settlement with the
\nplan.<\/p>\n

Pension Benefits <\/strong><\/p>\n

[If a RIGP participant]Effective on your retirement date, you will become a
\nretiree of Xerox. As a retiree, you will receive pension benefits accrued in the
\nRetirement Income Guarantee Plan (RIGP). Your RIGP benefits are projected to
\nprovide a lump-sum value of approximately [$X]. Please keep in mind that this is
\nonly an estimate and that the actual benefits paid will be per the terms of the
\nplan.<\/p>\n

[If SERP eligible] In addition to your vested RIGP benefit, you will be
\neligible to receive a benefit under the Unfunded Retirement Income Guarantee
\nPlan (URIGP) and the Unfunded Supplemental Executive Retirement Plan (SERP).
\nYour retirement income benefits under URIGP and SERP are unreduced for
\ncommencement at age 60 or later and will be offset by your RIGP benefits.
\nPayments will commence at the end of [Month\/Year]. As a result, your first
\npayment will equal 7 months worth of payments to include the first 6 months
\nfollowing your last day of active employment plus your [enter 7th<\/sup>
\nmonth of payment] payment and will reflect your survivor election. All payments
\nwill be made in monthly installments. [For non-U.S. officers: The final SERP
\namount you will receive will be reduced by certain amounts payable in the same
\nyear by the Company or any subsidiary of the Company, as provided under SERP
\nincluding but not limited to any pension, retirement or post-retirement
\ncorporate or statutory benefits that you may receive.] Your URIGP and SERP
\nbenefit is estimated to be approximately [$X] per year (based on a 50% joint and
\nsurvivor annuity). Please keep in mind that this is only an estimate and does
\nnot reflect taxes owed. The actual benefits will be paid per the plan153s terms.
\nThese URIGP and SERP benefit are unfunded and not tax qualified. This means you
\nare an unsecured general creditor of the Company with respect to these benefits.\n<\/p>\n

[If URIGP but not SERP eligible] In addition to your vested RIGP benefit,
\ndepending on your age at retirement, you will be eligible to receive a benefit
\nunder the Unfunded Retirement Income Guarantee Plan (URIGP). Your retirement
\nincome benefits under URIGP will be offset by your RIGP benefits. Payments will
\ncommence at the end of [Month \/Year]. As a result, your first payment will equal
\n7 months worth of payments to include the first 6 months following your last day
\nof active employment plus your [enter 7th<\/sup> month of payment] payment
\nand will reflect your survivor election. All payments will be made in monthly
\ninstallments on the last day of each month. Your URIGP benefit is estimated to
\nbe approximately [$X] per year (based on a 50% joint and survivor annuity).
\nPlease keep in mind that this is only an estimate and does not reflect taxes
\nowed. The actual benefits will be paid per the plan153s terms. These URIGP
\nbenefits are unfunded and not tax qualified. This means you are an unsecured
\ngeneral creditor of the Company with respect to these benefits.<\/p>\n

Medical Benefits <\/strong><\/p>\n

As a retiree, you will receive medical coverage under Xerox Retiree Flex
\nHealth Plan or a successor plan, if any. As you get closer to your retirement
\ndate, an information package will be sent to you from the Xerox Benefits Center.\n<\/p>\n

Bonus <\/strong><\/p>\n

You will be eligible to receive a cash bonus for [20XX] as determined by the
\nCompensation Committee in early [20XX] and payable in that year.<\/p>\n

Life Insurance <\/strong><\/p>\n

[For former CLIP participants] You may continue in the Xerox Universal Life
\nPlan (XUL). Upon retirement, your death benefit will be equal to [$X]. The
\nCompany will make contributions pursuant to the provisions of XUL until age 65
\nor July 2013, whichever is later.<\/p>\n

[For non-CLIP participants] Upon retirement, you will receive correspondence
\nfrom MetLife, explaining that you have the opportunity to continue coverage
\napproximately equal to your Xerox Universal Life Plan (XUL) coverage of [$X]. If
\nyou choose to continue coverage, MetLife will bill you directly.<\/p>\n

\n

Other Arrangements <\/strong><\/p>\n

You will relinquish your position as an Officer of Xerox Corporation and as a
\ndirector and officer of any subsidiary company as soon as administratively
\nfeasible after your active employment ends. At the appropriate time, a
\nrepresentative of Xerox Corporation will contact you regarding your resignation
\nas a Corporate Officer.<\/p>\n

You will be paid for any accrued and unused vacation upon separation from the
\nCompany.<\/p>\n

Your Company financial planning assistance will be continued through the tax
\nyear in which your active employment ends.<\/p>\n

You will also be eligible for your physical under the Executive Physical
\nProgram through the calendar in which your active employment ends.<\/p>\n

For the Xerox sponsored employee benefit plans summarized in this letter,
\nif there is a discrepancy between this letter and the official plan documents,
\nthe terms of the plan documents govern. <\/em><\/p>\n

Indemnity <\/strong><\/p>\n

You will be entitled to be indemnified with respect to all periods of your
\nservice as a director or officer of the Company or any of its subsidiaries in
\naccordance with 1) the provisions of Sections 721 through 725 of the Business
\nCorporation Law of the State of New York and provisions of California Labor Code
\nSection 2802 2) Section 2 of Article VIII of the by-laws of the Company as in
\neffect on the date of commencement of salary continuance and 3) the Company
\ndirectors and officers liability insurance policies with Federal Insurance
\nCompany, XL Specialty Insurance Company, St. Paul Mercury Insurance Company,
\nTwin City Fire Insurance Company, U.S. Specialty Insurance Company, Arch
\nSpecialty Insurance Company, ACE American Insurance Company, Allied World
\nAssurance Company and Axis Reinsurance, or any replacement or substitute thereof
\nor any addition thereto.<\/p>\n

Release <\/strong><\/p>\n

The [include only special provisions like perquisites or bonus not otherwise
\nentitled to] or any other consideration provided for in this letter shall not
\nbecome effective unless you execute and deliver to the Company the release in
\nthe form attached immediately prior to the scheduled commencement thereof. Any
\namount otherwise scheduled to be paid on any date shall not be paid, and shall
\nbe forfeited, unless the release has been delivered to the Company by such date.\n<\/p>\n

Cooperation in Litigation <\/strong><\/p>\n

You will cooperate fully, without additional compensation, with the Company
\nand its counsel in any litigation that arises out of or is related to your
\nservice with the Company or any of its subsidiaries, or in which you are named
\nas a party. That cooperation includes making yourself available for reasonable
\nperiods of time upon reasonable notice for consultation with the Company153s
\ncounsel in any such litigation, promptly notifying the Company153s General Counsel
\nif you are subpoenaed or requested by a third party to testify or to be
\ninterviewed in connection with any such litigation or legal preceding, and
\ntestifying in such litigation.<\/p>\n

Heirs, Successors or Assigns <\/strong><\/p>\n

This agreement and any rights, responsibilities and obligations hereunder
\nshall be binding upon any heirs, successors or assigns. This agreement shall not
\nbe assigned without prior written notice to and consent of the other party to
\nthis agreement.<\/p>\n

\n

Sincerely,<\/p>\n

[Manager153s Name]<\/p>\n

[ ]\/cd<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

AGREED AND ACCEPTED<\/p>\n<\/td>\n<\/tr>\n

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

Employee Name<\/p>\n<\/td>\n<\/tr>\n

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

Date<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
Name:<\/em><\/strong><\/td>\n<\/td>\n\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
Employee #:<\/em><\/strong><\/td>\n<\/td>\n\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
SSN:<\/em><\/strong><\/td>\n<\/td>\n\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

GENERAL RELEASE <\/strong><\/p>\n\n\n\n
\n

1.<\/p>\n<\/td>\n

\n

In consideration of Xerox Corporation153s (“Xerox”) agreement to provide me
\nwith [add language here that describes the extra consideration provided in
\nexchange for the release] and other valuable consideration, as set forth in the
\nletter agreement dated [provide date here] I, , release Xerox from all the
\nclaims described in this Release. For purposes of this Release, “Xerox” includes
\nits employees, directors, officers, agents, stockholders, subsidiaries,
\naffiliates, successors, assigns, and the Xerox employee benefit plans in which I
\neither am now or have been a participant, and the trustees, administrators,
\nsuccessors, agents and assigns of those plans.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

2.<\/p>\n<\/td>\n

\n

I release Xerox from any and all claims, even if I don153t know about the claim
\nat this time, based on anything that has occurred prior to the date I sign this
\nRelease. For example, I release Xerox from any claims based on all laws, such as
\nthe following (all laws as currently amended):<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Age Discrimination and Employment Act of 1967 (ADEA)<\/p>\n

Older Workers153 Benefits Protection Act of 1990 (OWBPA)<\/p>\n

Title VII of the Civil Rights Act of 1964<\/p>\n

Civil Rights Acts of 1866, 1870, 1871 and 1991<\/p>\n

Americans with Disabilities Act of 1990<\/p>\n

Rehabilitation Act of 1973<\/p>\n

Family and Medical Leave Act of 1993<\/p>\n

Equal Pay Act of 1963<\/p>\n

Fair Labor Standards Act of 1938<\/p>\n

Employee Retirement Income Security Act of 1974<\/p>\n

Worker Adjustment and Retraining Notification Act of 1989<\/p>\n

Uniformed Services Reemployment Rights Act of 1994<\/p>\n

Vietnam Era Veteran153s Readjustment Assistance Act of 1974<\/p>\n

I also release Xerox from claims based on the laws of the state(s) where I am
\nemployed and reside, such as state fair employment practice laws or any other
\nlaw, whether federal, state or local, concerning employment. I release Xerox
\nfrom claims based on discrimination in employment such as claims arising out of
\nthe offer of employment to me by Xerox, the hiring of me by Xerox, any
\nemployment contract between Xerox and me, any promises made by Xerox regarding
\nfuture employment, or based on the termination of my employment. Finally, I also
\nrelease Xerox from claims under state contract or tort law, and from all claims
\nfor punitive or compensatory damages, costs or attorney153s fees.<\/p>\n\n\n\n
\n

3.<\/p>\n<\/td>\n

\n

I acknowledge and agree that the consideration set forth in this Release is
\nin addition to anything of value to which I am entitled by law or Xerox policy.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

4.<\/p>\n<\/td>\n

\n

I understand and agree that this Release and Xerox153s agreement to provide
\nconsideration to me should not be construed, in any way, as an admission by
\nXerox of any wrongdoing or liability to me.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

5.<\/p>\n<\/td>\n

\n

I understand that nothing set forth in this Release limits my right to file,
\nor prevents me from filing, a charge or complaint with the EEOC or any
\ncomparable state agency, nor does anything in this Release limit my right to
\nparticipate in an investigation or proceeding conducted by the EEOC or any
\ncomparable state agency.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

6.<\/p>\n<\/td>\n

\n

I understand that nothing in this Release limits my right to challenge this
\nRelease as not being knowing and voluntary under the ADEA or the OWBPA if I feel
\nthis Release does not comply with the requirements of those statutes.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

7.<\/p>\n<\/td>\n

\n

Except as provided in paragraphs 5 and 6 above, however, I agree that I will
\nnot file or pursue any charge or claim with any governmental agency or any court
\nagainst Xerox based on anything that occurred before I signed this Release. If I
\ndo not comply with my obligations under this paragraph, I shall repay to Xerox
\nupon demand all of the monies or other benefits, as applicable, paid to me by
\nXerox in consideration for this Release, and I agree to pay all of Xerox153s costs
\nand expenses in defending the claim or action, including Xerox153s reasonable
\nattorney153s fees.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

8.<\/p>\n<\/td>\n

\n

I understand and acknowledge that Xerox policy provides that for a period of
\none year after the termination of my employment with Xerox, I am not eligible
\nfor rehire as an employee, or for retention as a contract worker or consultant.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

9.<\/p>\n<\/td>\n

\n

Xerox advises me as follows:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n<\/strong><\/td>\n<\/td>\n\n

TO CONSULT WITH AN ATTORNEY OF MY CHOOSING TO COUNSEL ME
\nAS TO MY RIGHTS BEFORE I SIGN THIS RELEASE; <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n<\/strong><\/td>\n<\/td>\n\n

TO TAKE SUFFICIENT TIME TO DECIDE WHETHER TO SIGN THIS
\nRELEASE. I HAVE 21 DAYS FROM THE DATE THIS RELEASE IS PROVIDED TO ME TO CONSIDER
\nIT BEFORE I SIGN AND RETURN IT TO XEROX; <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n<\/strong><\/td>\n<\/td>\n\n

THAT EVEN AFTER I SIGN AND RETURN THIS RELEASE TO XEROX,
\nI WILL HAVE 7 DAYS THEREAFTER TO CHANGE MY MIND AND REVOKE MY RELEASE BY ASKING
\nXEROX FOR ITS RETURN. <\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

10.<\/p>\n<\/td>\n

\n

I understand and agree that this Release waives all claims I may have at the
\ntime I sign it, including claims I do not then know about or suspect. I further
\nunderstand and acknowledge that California Civil Code, Section 1542 provides: “A
\nGENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
\nSUSPECT EXISTS IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN
\nBY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” I waive
\nany rights I may have under that Code section, if applicable, or any other
\nsimilar state or federal statute or common law principle of similar effect.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
\n

11.<\/p>\n<\/td>\n

\n

I understand that in signing this release, I thereby waive all claims of my
\nsuccessors, beneficiaries, heirs and assigns.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Date this document provided to employee:<\/p>\n<\/td>\n

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

Date signed and returned to Xerox:<\/p>\n<\/td>\n

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

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

<\/td>\n\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\nEmployee signature<\/em><\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

Exhibit to Letter Agreement <\/strong><\/p>\n

Engagement in Detrimental Activity <\/strong><\/p>\n

Definition of Detrimental Activity <\/u><\/p>\n

“Detrimental Activity” shall mean:<\/p>\n

(1) For one (1) year following your termination of employment with the
\nCompany, directly or indirectly (i) engaging as an employee, proprietor,
\npartner, agent, consultant or otherwise, by any means, in any business that is
\ncompetitive with the business of the Company or (ii) engaging as an employee of
\nor providing services as a consultant to another firm or corporation (other than
\nthe Company or an affiliate) that is a direct competitor of the Company in any
\nbusiness in which the Company is presently engaged, unless the Company has
\npreviously advised in writing that it consents to such engagement ; or<\/p>\n

(2) Disclosing confidential or proprietary business information of the
\nCompany, including but not limited to violating the Proprietary Information and
\nConflict of Interest Agreement entered into between the Company and Employee;\n<\/p>\n

(3) Making any defamatory, derogatory, disparaging or inflammatory statements
\nabout the Company, its management or its business;<\/p>\n

(4) Violating any rules, policies, procedures or guidelines of the Company,
\nincluding but not limited to the Company153s Business Ethics Policy;<\/p>\n

(5) For a five (5) year period from your last day of active employment with
\nthe Company, directly or indirectly soliciting, inducing, encouraging or
\nassisting any employee of the Company to leave his or her employment with the
\nCompany;<\/p>\n

(6) For a five (5) year period from your last day of active employment with
\nthe Company, directly or indirectly soliciting or accepting business from any
\ncustomer or potential customer of the Company, or soliciting, inducing or
\nencouraging any customer, potential customer or supplier of the Company to
\nreduce the level of business it does with the Company;<\/p>\n

(7) Being convicted of, or entry of a guilty plea with respect to, a felony,
\nwhether or not connected with the Company; or<\/p>\n

(8) Engaging in any other conduct or act reasonably determined by the Company
\nto be injurious, detrimental or prejudicial to any interest of the Company.<\/p>\n

Nothing contained in this exhibit shall be construed to restrict the
\nexecutive153s reporting obligations, if any.<\/p>\n

Consequences of Engagement in Detrimental Activity <\/u><\/p>\n

If the executive who is a party to the Letter Agreement (or such individuals
\nacting in concert with him or her) engages in Detrimental Activity to the
\nCompany, as determined in the Company153s reasonable sole discretion, such
\ndiscretion exercised prior to a change in control of the Company, the following
\nadditional consequences shall apply:<\/p>\n

(a) Any outstanding equity awards under the 2004 Performance Incentive Plan,
\nthe 1991 Long-term Incentive Plan, the 1998 Employee Stock Option Plan, or
\npursuant to any bonus or retention plans or programs (“Awards”) shall be
\ncancelled and be of no further force or effect;<\/p>\n

(b) Any payment of salary continuance shall terminate, any amounts paid shall
\nbe rescinded in full by the Company and shall be repaid by the executive (or, if
\napplicable, his or her spouse or beneficiary), the executive153s employment with
\nthe Company will terminate and any benefits described in the Letter Agreement,
\nor otherwise, that are dependent upon continued employment, including, without
\nlimitation, continued vesting of benefits and determination of years of service,
\nwill also terminate, and any exercise, payment or delivery of an Award within
\nsix months prior to such Detrimental Activity may be rescinded at the sole
\ndiscretion of the Company. In the event of any such rescission, the executive
\n(or, if applicable, his or her spouse or beneficiary) shall pay to the Company
\nthe amount of any gain realized or payment received as a result of the rescinded
\nexercise, payment or delivery, in such manner and on such terms and conditions
\nas may be required by the Company;<\/p>\n

(c) Any unfunded retirement benefits including, without limitation, under the
\nUnfunded Retirement Income Guarantee Plan and the Unfunded Supplemental
\nExecutive Retirement Plan, shall be forfeited; and<\/p>\n

(d) The Company shall have the right to an injunction or other equitable
\nrelief and to all other appropriate legal remedies, including damages.<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9370],"corporate_contracts_industries":[9508],"corporate_contracts_types":[9539,9551],"class_list":["post-39973","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-xerox-corp","corporate_contracts_industries-technology__hardware","corporate_contracts_types-compensation","corporate_contracts_types-compensation__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39973","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39973"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39973"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39973"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39973"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}