Common use of Effect of Termination of Employment or Death Clause in Contracts

Effect of Termination of Employment or Death. (a) Effect on PSs and RSUs. In the event the Employee (i) voluntarily ceases to be an Employee of the Company or any subsidiary or affiliate (the Company, subsidiary or affiliate, together, the “Employer”) for any reason other than retirement, and the PSs have not vested in accordance with Paragraph 2 or the RSUs have not vested in accordance with Paragraph 4, the PSs or RSUs, as applicable, shall be cancelled on the date of such voluntary termination of employment; (ii) involuntarily ceases to be an Employee of the Employer for any reason (including Disability as provided pursuant to Paragraph 10(b) below or under a disability policy of any subsidiary or affiliate, as applicable), other than death or for Cause, or voluntarily ceases to be an Employee of the Employer due to a reduction in workforce, shares will vest on a pro rata basis, calculated as follows, and which vesting may, at the discretion of the Company, be contingent upon Employee executing a general release, and which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the Company: (1) in the case of PSs, multiply (x) the total number of PSs outstanding as of the effective date of such termination of employment by (y) the percentage of such PSs earned based on the actual achievement of the applicable performance measures, as determined by the Company, by (z) a fraction, the numerator of which is the number of full months of service completed by the Employee from the effective date hereof through the effective date of such termination of employment and the denominator of which is 36; and (2) in the case of RSUs, multiply (x) the total number of RSUs outstanding as of the effective date of such termination of employment by (y) a fraction, the numerator of which is the number of full months of service completed by the Employee from the effective date hereof through the effective date of such termination of employment and the denominator of which is 36. Payment shall occur as soon as practicable following the PS Vesting Date or RSU Vesting Date, as applicable. (iii) ceases to be an Employee of the Employer by reason of death, 100% of the PSs and the RSUs shall vest on the date of death and the certificates for shares shall be delivered in accordance with Paragraph 2 or Paragraph 4, as applicable, to the personal representatives, heirs or legatees of the deceased Employee; (iv) ceases to be an Employee of the Employer by reason of retirement (i.e., for purposes of this Agreement only, “retirement” for U.S. employees shall mean termination of employment at or above age 55 with 10 years of service or age 60 with 5 years of service with the Employer), shares will vest on a pro rata basis, calculated as follows, and which vesting may, at the discretion of the Company, be contingent upon Employee executing a general release, and which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the Company: (1) in the case of PSs, multiply (x) the total number of PSs outstanding as of the effective date of such termination of employment by (y) the percentage of such PSs earned based on the actual achievement of the applicable performance measures, as determined by the Company, by (z) a fraction, the numerator of which is the number of full months of service completed by the Employee from the effective date hereof through the effective date of such termination of employment and the denominator of which is 36; and (2) in the case of RSUs, multiply (x) the total number of RSUs outstanding as of the effective date of such termination of employment by (y) a fraction, the numerator of which is the number of full months of service completed by the Employee from the effective date hereof through the effective date of such termination of employment and the denominator of which is 36. Payment shall occur as soon as practicable following the PS Vesting Date or RSU Vesting Date, as applicable. (v) ceases to be an Employee of the Employer due to termination for Cause, the PSs and the RSUs, as applicable, shall, subject to any Plan provisions to the contrary, be cancelled on the date of such termination of employment.

Effect of Termination of Employment or Death. (a) Effect on PSs PSUs and RSUs. In the event the Employee. (i) if the Employee voluntarily ceases to be an Employee of the Company or any subsidiary or affiliate (the Company, subsidiary or affiliate, together, the “Employer”) for any reason other than retirementexcept retirement or the Employee’s voluntary termination of employment due to a reduction in workforce, and the PSs PSUs have not vested in accordance with Paragraph 2 or the RSUs have not vested in accordance with Paragraph 4, the PSs PSUs or RSUs, as applicable, shall be cancelled on the date of such voluntary termination of employment;. (ii) if the Employee involuntarily ceases to be an Employee of the Employer for any reason (including Disability disability as provided pursuant to Paragraph 10(b) below or under a disability policy of any subsidiary or affiliate, as applicable), below) other than death or for Cause, or voluntarily ceases to be an Employee of the Employer due to a reduction in workforce, shares will vest on a pro rata basis, calculated as follows, and which vesting may, at the discretion of the Company, be contingent upon Employee executing a general release, and which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the Company: (1) in The total number of PSUs (if any) that will have been earned and vested under this Paragraph 10(a)(ii) as of actual achievement of the case of PSs, multiply applicable performance measures equals (xA) the total number of PSs outstanding as of the effective date of such termination of employment or PSUs awarded under this Agreement, multiplied by (yB) the percentage of such PSs PSUs earned based on the actual achievement of the applicable performance measures, measures as determined by the Company, multiplied by (zC) a fraction, the numerator of which is the number of full months of actual service completed by performed for the Employee Employer from the effective date hereof Grant Date through the effective date of such termination of employment and the denominator of which is 36; and (2) in the case of RSUsemployment, multiply (x) the total number of RSUs outstanding as of the effective date of such termination of employment by (y) a fraction, the numerator of which is the number of full months of service completed by the Employee from the effective date hereof through the effective date of such termination of employment and the denominator of which is 36. Payment shall occur Vested PSUs (if any) will be paid as soon as practicable following after the PS PSU Vesting Date, subject to Paragraph 10(e). (2) The total number of RSUs under this Agreement that will have vested as of termination of employment under this Paragraph 10(a)(ii) equals (A) a percentage equal to the sum of (a + b + c) multiplied by (B) the total number of RSUs awarded under this Agreement where: a = (m/12) x 25% b = (m/24) x 25% c = (m/36) x 50% and m is the number of actual months of service performed for the Employer as of termination of employment on and after the Grant Date, except that m shall not exceed 12 for purposes of calculating a; m shall not exceed 24 for purposes of calculating b; and m shall not exceed 36 for purposes of calculating c. Vested RSUs will be paid as follows. Unless already Vested under Paragraph 4 as of such termination of employment, the number of RSUs paid under this Paragraph 10(a)(ii)(2) on the first Vesting Date or specified in the Award Summary shall be the number of RSUs under this Agreement multiplied by a; the number paid on the second Vesting Date shall be the number of RSUs under this Agreement multiplied by b, and the number paid on the third Vesting Date shall be the number of RSUs under this Agreement multiplied by c. For purposes of foregoing sentence, a, b and c shall have the meanings set forth above in this Paragraph. Vested RSUs will be paid as soon as practicable after each applicable RSU Vesting Date, as applicablesubject to Paragraph 10(e). (iii) If the Employee ceases to be an Employee of the Employer by reason of death, 100% of the PSs PSUs and the RSUs shall vest on the date of death and the certificates for shares shall be delivered in accordance with Paragraph 2 or Paragraph 4, as applicable, to the personal representatives, heirs or legatees of the deceased Employee;. (iv) If the Employee ceases to be an Employee of the Employer by reason of retirement (i.e., for purposes of this Agreement only, “retirement” for U.S. employees shall mean termination of employment at or above age 55 with 10 years of service or age 60 with 5 years of service with the Employer), shares will vest on a pro rata basis, calculated as follows, and which vesting may, at the discretion of the Company, be contingent upon Employee executing a general release, and which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the Company: (1) in the case of PSs, multiply (x) the The total number of PSs outstanding PSUs (if any) that will have been earned and vested under this Paragraph 10(a)(iv) as of actual achievement of the effective date of such termination of employment by (y) the percentage of such PSs earned applicable performance measures will be determined on a pro-rata basis based on the Employee’s actual months of service with the Employer and the actual achievement of the applicable performance measures, measures as determined by the Company, by in the same manner as set forth at Paragraph 10(a)(ii)(1). Such vested PSUs will be paid as set forth at Paragraph 10(a)(ii)(1) (z2) a fraction, the numerator of which is the The total number of full months of service completed by the Employee from the effective date hereof through the effective date of RSUs that will have vested on such termination of employment and will be determined on a pro rata basis based on the denominator of which is 36; and (2) in the case of RSUs, multiply (x) the total number of RSUs outstanding as of the effective date of such termination of employment by (y) a fraction, the numerator of which is the number of full Employee’s actual months of service completed by with the Employee from Employer in the effective date hereof through same manner as set forth under Paragraph 10(a)(ii)(2). Such vested RSUs shall be paid according to the effective date of such termination of employment and the denominator of which is 36. Payment shall occur as soon as practicable following the PS Vesting Date or RSU Vesting Date, as applicable.schedule set forth under Paragraph 10(a)(ii)(2) (v) If the Employee ceases to be an Employee of the Employer due to termination for Cause, the PSs PSUs and the RSUs, as applicable, shall, subject to any Plan provisions to the contrary, be cancelled on the date of such termination of employment.

Effect of Termination of Employment or Death. (a) Effect on PSs PSUs and RSUs. In the event the Employee. (i) if the Employee voluntarily ceases to be an Employee of the Company or any subsidiary or affiliate (the Company, subsidiary or affiliate, together, the “Employer”) for any reason other than retirementexcept retirement or the Employee’s voluntary termination of employment due to a reduction in workforce, and the PSs PSUs have not vested in accordance with Paragraph 2 or the RSUs have not vested in accordance with Paragraph 4, the PSs PSUs or RSUs, as applicable, shall be cancelled on the date of such voluntary termination of employment;. (ii) if the Employee involuntarily ceases to be an Employee of the Employer for any reason (including Disability as provided pursuant to Paragraph 10(b) below or under a disability policy of any subsidiary or affiliate, as applicable), other than death or for Cause, or voluntarily ceases to be an Employee of the Employer due to a reduction in workforce, shares will vest on a pro rata basis, calculated as follows, and which vesting may, at the discretion of the Company, be contingent upon Employee executing a general release, and which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the Company: : (1) in The total number of PSUs (if any) that will have been earned and vested under this Paragraph 10(a)(ii) as of actual achievement of the case of PSs, multiply applicable performance measures equals (xA) the total number of PSs outstanding as of the effective date of such termination of employment or PSUs awarded under this Agreement, multiplied by (yB) the percentage of such PSs PSUs earned based on the actual achievement of the applicable performance measures, measures as determined by the Company, multiplied by (zC) a fraction, the numerator of which is the number of full months of actual service completed by performed for the Employee Employer from the effective date hereof Grant Date through the effective date of such termination of employment and the denominator of which is 36; and (2) in the case of RSUsemployment, multiply (x) the total number of RSUs outstanding as of the effective date of such termination of employment by (y) a fraction, the numerator of which is the number of full months of service completed by the Employee from the effective date hereof through the effective date of such termination of employment and the denominator of which is 36. Payment shall occur Vested PSUs (if any) will be paid as soon as practicable following after the PS Vesting Date or RSU PSU Vesting Date, as applicable. (iii) ceases to be an Employee of the Employer by reason of death, 100% of the PSs and the RSUs shall vest on the date of death and the certificates for shares shall be delivered in accordance with Paragraph 2 or Paragraph 4, as applicable, to the personal representatives, heirs or legatees of the deceased Employee; (iv) ceases to be an Employee of the Employer by reason of retirement (i.e., for purposes of this Agreement only, “retirement” for U.S. employees shall mean termination of employment at or above age 55 with 10 years of service or age 60 with 5 years of service with the Employer), shares will vest on a pro rata basis, calculated as follows, and which vesting may, at the discretion of the Company, be contingent upon Employee executing a general release, and which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the Company: (1) in the case of PSs, multiply (x) the total number of PSs outstanding as of the effective date of such termination of employment by (y) the percentage of such PSs earned based on the actual achievement of the applicable performance measures, as determined by the Company, by (z) a fraction, the numerator of which is the number of full months of service completed by the Employee from the effective date hereof through the effective date of such termination of employment and the denominator of which is 36; and (2) in the case of RSUs, multiply (x) the total number of RSUs outstanding as of the effective date of such termination of employment by (y) a fraction, the numerator of which is the number of full months of service completed by the Employee from the effective date hereof through the effective date of such termination of employment and the denominator of which is 36. Payment shall occur as soon as practicable following the PS Vesting Date or RSU Vesting Date, as applicable. (v) ceases to be an Employee of the Employer due to termination for Cause, the PSs and the RSUs, as applicable, shall, subject to any Plan provisions to the contrary, be cancelled on the date of such termination of employmentParagraph 10(e).

Effect of Termination of Employment or Death. (a) Effect on PSs and RSUs. In the event the Employee (i) voluntarily ceases to be an Employee of the Company or any subsidiary or affiliate (the Company, subsidiary or affiliate, together, the “Employer”) for any reason other than retirement, and the PSs have not vested in accordance with Paragraph 2 or the RSUs have not vested in accordance with Paragraph 4, the PSs or RSUs, as applicable, shall be cancelled on the date of such voluntary termination of employment; (ii) involuntarily ceases to be an Employee of the Employer for any reason (including Disability as provided pursuant to Paragraph 10(b) below or under a disability policy of any subsidiary or affiliate, as applicable), other than death or for Cause, or voluntarily ceases to be an Employee of the Employer due to a reduction in workforce, shares will vest on a pro rata basis, calculated as follows, and which vesting may, at the discretion of the Company, be contingent upon Employee executing a general release, and which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the Company: (1) in the case of PSs, multiply (x) the total number of PSs outstanding as of the effective date of such termination of employment by (y) the percentage of such PSs earned based on the actual achievement of the applicable performance measures, as determined by the Company, by (z) a fraction, the numerator of which is the number of full months of service completed by the Employee from the effective date hereof through the effective date of such termination of employment and the denominator of which is 36; and (2) in the case of RSUs, multiply (x) the total number of RSUs outstanding as of the effective date of such termination of employment by (y) a fraction, the numerator of which is the number of full months of service completed by the Employee from the effective date hereof through the effective date of such termination of employment and the denominator of which is 36. Payment shall occur as soon as practicable following the PS Vesting Date or RSU Vesting Date, as applicable. (iii) ceases to be an Employee of the Employer by reason of death, 100% of the PSs and the RSUs shall vest on the date of death and the certificates for shares shall be delivered in accordance with Paragraph 2 or Paragraph 4, as applicable, to the personal representatives, heirs or legatees of the deceased Employee; (iv) ceases to be an Employee of the Employer by reason of retirement (i.e., for purposes of this Agreement only, “retirement” for U.S. employees shall mean termination of employment at or above age 55 with 10 years of service or age 60 with 5 years of service with the Employer), shares will vest on a pro rata basis, calculated as follows, and which vesting may, at the discretion of the Company, be contingent upon Employee executing a general release, and which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the Company: (1) in the case of PSs, multiply (x) the total number of PSs outstanding as of the effective date of such termination of employment by (y) the percentage of such PSs earned based on the actual achievement of the applicable performance measures, as determined by the Company, by (z) a fraction, the numerator of which is the number of full months of service completed by the Employee from the effective date hereof through the effective date of such termination of employment and the denominator of which is 36; and (2) in the case of RSUs, multiply (x) the total number of RSUs outstanding as of the effective date of such termination of employment by (y) a fraction, the numerator of which is the number of full months of service completed by the Employee from the effective date hereof through the effective date of such termination of employment and the denominator of which is 36. Notwithstanding the above, if the Employee remains an Employee of the Employer until at least the date on which the last of the following three events has occurred: (1) the Company has separated into two independent companies (as set forth in Section 1 above); (2) a successor CEO to the Company has been appointed; and (3) the 2017 Annual Meeting of Shareholders of Xerox Corporation has been held, then 100% of the PSs and RSUs shall be eligible for continued vesting as if such retirement had not occurred and the amount of PSs and RSUs earned shall be based on the actual achievement of the applicable performance measures, as determined by the Company. The Employee’s retirement on the date of the 2017 Annual Meeting shall be treated as if Employee had retired on July 1, 2017. Payment shall occur as soon as practicable following the PS Vesting Date or RSU Vesting Date, as applicable. (v) ceases to be an Employee of the Employer due to termination for Cause, the PSs and the RSUs, as applicable, shall, subject to any Plan provisions to the contrary, be cancelled on the date of such termination of employment.

Effect of Termination of Employment or Death. (a) Effect on PSs and RSUs. In the event the Employee (i) voluntarily ceases to be an Employee of the Company or any subsidiary or affiliate (the Company, subsidiary or affiliate, together, the “Employer”) for any reason other than retirement, and the PSs have not vested in accordance with Paragraph 2 or the RSUs have not vested in accordance with Paragraph 4, the PSs or RSUs, as applicable, shall be cancelled on the date of such voluntary termination of employment; (ii) involuntarily ceases to be an Employee of the Employer for any reason (including Disability as provided pursuant to Paragraph 10(b) below or under a disability policy of any subsidiary or affiliate, as applicable), other than death or for Cause, or voluntarily ceases to be an Employee of the Employer due to a reduction in workforce, shares will vest on a pro rata basis, calculated as follows, and which vesting may, at the discretion of the Company, be contingent upon Employee executing a general release, and which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the Company: (1) in the case of PSs, multiply (x) the total number of PSs outstanding as of the effective date of such termination of employment by (y) the percentage of such PSs earned based on the actual achievement of the applicable performance measures, as determined by the Company, by (z) a fraction, the numerator of which is the number of full months of service completed by the Employee from the effective date hereof through the effective date of such termination of employment and the denominator of which is 36; and (2) in the case of RSUs, multiply (x) the total number of RSUs outstanding as of the effective date of such termination of employment by (y) a fraction, the numerator of which is the number of full months of service completed by the Employee from the effective date hereof through the effective date of such termination of employment and the denominator of which is 36. Payment shall occur as soon as practicable following the PS Vesting Date or RSU Vesting Date, as applicable. (iii) ceases to be an Employee of the Employer by reason of death, 100% of the PSs and the RSUs shall vest on the date of death and the certificates for shares shall be delivered in accordance with Paragraph 2 or Paragraph 4, as applicable, to the personal representatives, heirs or legatees of the deceased Employee; (iv) ceases to be an Employee of the Employer by reason of retirement (i.e., for purposes of this Agreement only, “retirement” for U.S. employees shall mean termination of employment at or above age 55 with 10 years of service or age 60 with 5 years of service with the Employer), shares will vest on a pro rata basis, calculated as follows, and which vesting may, at the discretion of the Company, be contingent upon Employee executing a general release, and which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the Company: (1) in the case of PSs, multiply (x) the total number of PSs outstanding as of the effective date of such termination of employment by (y) the percentage of such PSs earned based on the actual achievement of the applicable performance measures, as determined by the Company, by (z) a fraction, the numerator of which is the number of full months of service completed by the Employee from the effective date hereof through the effective date of such termination of employment and the denominator of which is 36; and (2) in the case of RSUs, multiply (x) the total number of RSUs outstanding as of the effective date of such termination of employment by (y) a fraction, the numerator of which is the number of full months of service completed by the Employee from the effective date hereof through the effective date of such termination of employment and the denominator of which is 36. Notwithstanding the above, if the Employee remains an Employee of the Employer until at least the date on which the last of the following three events has occurred: (1) the Company has separated into two independent companies; (2) a successor CEO has been appointed; and (3) the 2017 Annual Meeting of Shareholders of Xerox Corporation has been held, then 100% of the PSs and RSUs shall be earned based on the actual achievement of the applicable performance measures, as determined by the Company. Payment shall occur as soon as practicable following the PS Vesting Date or RSU Vesting Date, as applicable. (v) ceases to be an Employee of the Employer due to termination for Cause, the PSs and the RSUs, as applicable, shall, subject to any Plan provisions to the contrary, be cancelled on the date of such termination of employment.