Equity Plans and Awards. 1. Subject to and as of the Effective Time, by virtue of the Merger, (i) Xerox shall transfer to Holdings, and Holdings shall assume, sponsorship of all of Xerox’s Equity Plans as well as (A) all unexercised and unexpired Stock Options and all Stock Rights that are outstanding under the Equity Plans at the Effective Time and (B) the remaining unallocated reserve of Xerox Common Stock issuable under each such Equity Plan, and (ii) Holdings agrees to perform all obligations of Xerox under the Equity Plans and each outstanding Award and related Award agreement granted thereunder. 2. For purposes of the Merger Agreement and this Agreement, “Equity Plans” shall mean, collectively, the June 30, 2017 Amendment and Restatement of the Xerox Corporation 2004 Performance Incentive Plan, as amended, and the 2013 Amendment and Restatement of the Xerox Corporation 2004 Equity Compensation Plan for Non-Employee Directors, as amended, and any and all subplans, appendices or addendums thereto, and any and all agreements evidencing Awards granted thereunder.
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