Common use of Restricted Stock Unit Grant Clause in Contracts

Restricted Stock Unit Grant. As a further material inducement for the discharge and settlement of your rights with respect to the CIC Severance pursuant to the Executive Agreement, subject to your compliance with Sections D, F and G of this letter agreement, within five business days following the Closing, subject to the required approvals described in this Section B, you will be entitled to a special one-time grant of restricted stock units (“RSUs”) pursuant to the 2007 Amendment and Restatement of the Xerox Corporation 2004 Performance Incentive Plan (the “PIP”) with respect to a number of shares of Xerox common stock (each, a “Xerox Share”) that have a value as set forth in the Offer Letter. For purposes of determining the number of RSUs described in this Section B, the value of a Xerox Share shall be deemed to be the closing price as reported in The Wall Street Journal in the New York Stock Exchange Composite Transactions on the date that the RSUs are granted (such date, the “Grant Date”). Each RSU shall constitute a promise to deliver (or cause to be delivered) to you, subject to the terms of this letter agreement, the PIP and the restricted stock unit award agreement pursuant to which it is granted, one Xerox Share as soon as reasonably practicable following vesting (the date of vesting, the “Vesting Date”). The grant of RSUs will be subject to approval by the Compensation Committee of the Xerox Board of Directors or an officer of Xerox with the authority to approve such grants as delegated by the Xerox Compensation Committee. The Vesting Date will be the third anniversary of the Grant Date. All terms and conditions with respect to the RSUs shall be governed by the PIP and the restricted stock unit award agreement pursuant to which such RSUs are granted. Such award agreement shall be substantially in the form attached as Exhibit A hereto. Neither the RSUs nor the Xerox Shares delivered thereunder will be considered part of your earnings for purposes of calculating current or future benefits under any compensation or benefit programs maintained or sponsored by the Company, Xerox or any of their respective subsidiaries, including retirement plans, 401(k) plans and other benefit plans.

Restricted Stock Unit Grant. As a further material inducement for of the discharge and settlement of your rights with respect to the CIC Severance pursuant to date hereof, the Executive Agreement, subject to your compliance with Sections D, F and G of this letter agreement, within five business days following is --------------------------- hereby granted the Closing, subject to the required approvals described in this Section B, you will be entitled to a special one-time grant number of restricted stock units (“RSUs”the "Restricted Stock Units") set forth on Appendix A hereto (the "Restricted Stock Unit Grant"), pursuant to the 2007 Amendment and Restatement of the Xerox Corporation 2004 Performance Incentive Company's 1997 Equity Compensation Plan (the “PIP”"Plan"). Subject to the provisions hereof, the Restricted Stock Units shall become fully vested on December 31, 2003. Notwithstanding the foregoing, the Restricted Stock Units shall become fully vested on the date on which there occurs an "Acceleration Event" (as hereinafter defined). An Acceleration Event shall occur on such date, prior to December 31, 2003, as the Executive's employment with the Company terminates by reason of death or "Disability" (as hereinafter defined), termination by the Company without Cause (as hereinafter defined), the Executive's retirement on or following the date set forth on Appendix A hereto, a termination of employment by the Executive for Good Reason (as hereinafter defined) with respect or upon a change of control of the Company, as defined in the 1997 Equity Compensation Plan. Upon any other termination of the Executive's employment prior to December 31, 2003, the Restricted Stock Units shall be forfeited. Except as set forth herein, the terms and conditions applicable to the Restricted Stock Units shall be governed by the terms of the Plan and the standard agreement evidencing the grant of Restricted Stock Units pursuant to the Plan. As soon as practicable following the date upon which the Restricted Stock Units become fully vested (the "Vesting Date"), the Company shall issue to the Executive, in cancellation of the Restricted Stock Units, a number of shares of Xerox Company common stock (each, a “Xerox Share”) that have a value as set forth in the Offer Letter. For purposes of determining equal to the number of RSUs described in this Section BRestricted Stock Units. Notwithstanding the foregoing, the value Executive may elect to defer the receipt of such common stock until a Xerox Share date after December 31, 2003, provided that such election is made at least six months prior to the Vesting Date. Any such deferral shall be deemed to be evidenced by a deferral agreement entered into by the closing price as reported in The Wall Street Journal in the New York Stock Exchange Composite Transactions on the date that the RSUs are granted (such date, the “Grant Date”). Each RSU shall constitute a promise to deliver (or cause to be delivered) to you, subject to the terms of this letter agreement, the PIP Executive and the restricted stock unit award agreement pursuant to which it is granted, one Xerox Share as soon as reasonably practicable following vesting (the date of vesting, the “Vesting Date”). The grant of RSUs will be subject to approval by the Compensation Committee of the Xerox Board of Directors or an officer of Xerox with the authority to approve such grants as delegated by the Xerox Compensation Committee. The Vesting Date will be the third anniversary of the Grant Date. All terms and conditions with respect to the RSUs shall be governed by the PIP and the restricted stock unit award agreement pursuant to which such RSUs are granted. Such award agreement shall be substantially in the form attached as Exhibit A hereto. Neither the RSUs nor the Xerox Shares delivered thereunder will be considered part of your earnings for purposes of calculating current or future benefits under any compensation or benefit programs maintained or sponsored by the Company, Xerox or any of their respective subsidiaries, including retirement plans, 401(k) plans and other benefit plans.

Restricted Stock Unit Grant. As of the Effective Date, the Compensation Committee shall grant to the Executive an aggregate of 1,000,000 restricted Company Stock units (such units, together with any additional units credited hereunder, the "Restricted Stock Units"). Each Restricted Stock Unit shall at all times be deemed to have a further material inducement for value equal to the discharge then-current fair market value of the Company Stock and settlement of your rights shall be credited with any dividends paid with respect to the CIC Severance pursuant Common Stock prior to the Executive Agreement, subject to your compliance with Sections D, F and G redemption of this letter agreement, within five business days following the Closing, subject Restricted Stock Units. Any such dividends shall be converted into a number of additional Restricted Stock Units equal to the required approvals described in this Section B, you will be entitled to a special one-time grant of restricted stock units (“RSUs”) pursuant to the 2007 Amendment and Restatement of the Xerox Corporation 2004 Performance Incentive Plan (the “PIP”) aggregate dividend which would have been paid with respect to the number of Restricted Stock Units then credited to the Executive, divided by the closing price of the Company Stock on the New York Stock Exchange on the day on which such dividends are paid. Any such additional Restricted Stock Units shall be allocated pro rata to the five vesting tranches described below and shall vest and otherwise be treated in the same manner as the Restricted Stock Units in such tranche. Subject to the provisions hereof, 20% of the Restricted Stock Units shall vest on each of the first five anniversaries of the Effective Date. Notwithstanding the foregoing, the Restricted Stock Units will become fully vested if, during the Term, there occurs a Change of Control, the Executive dies, becomes Disabled, is terminated by the Company without Cause or the Executive voluntary resigns either for Good Reason or with the approval of the Board. Upon any other termination of the Executive's employment, any unvested Restricted Stock Units shall be forfeited and, upon a termination of the Executive's employment for Cause, all Restricted Stock Xxxxx, whether vested or unvested, shall be forfeited. As soon as practicable following any termination of the Executive's employment, the Company shall issue to the Executive, in cancellation of the Restricted Stock Units, a number of shares of Xerox common Company Stock equal to the number of vested and non-forfeited Restricted Stock Units. In the event of any change in the Company Stock by reason of a stock dividend, stock split, acquisition, recapitalization, reclassification, merger, consolidation, combination or exchange of shares, spin-off or distribution to holders of Company Stock (eachother than normal cash dividends), the Compensation Committee shall adjust the Restricted Stock Units to the extent appropriate to prevent the enlargement or diminution of the Executives rights with respect to such Restricted Stock Units. Notwithstanding the foregoing, in the event that, following the date hereof, the Executive receives from his current employer, any purchaser thereof or any affiliate of such employer or purchaser any compensation or other payment (whether in cash or other property), that is directly or indirectly related to any equity awards granted to the Executive by such employer, or in the event the Executive receives from any of the foregoing entities any other compensation, payment or benefits not currently forming a “Xerox Share”) that have part of his compensation and benefits package with his current employer, the Executive shall forfeit a number of Restricted Stock Units with a value as set forth equal to the value of such compensation, payments and benefits (it being understood that any salary received by the Executive from his current employer with respect to the period commencing on the date hereof and ending on the Effective Date shall not be included in the Offer Lettercalculation of any such reduction). For purposes of determining the number of RSUs described in this Section Bpreceding sentence, the value of a Xerox Share each Restricted Stock Unit shall be deemed to be have a value equal to the closing price as reported in The Wall Street Journal in of the Company Stock on the New York Stock Exchange Composite Transactions on the date that hereof and any forfeiture shall be allocated pro rata among the RSUs are granted (five tranches of Restricted Stock Units. The Executive shall promptly report the receipt of any such dateadditional payment or benefits to the Company. The Company shall, at its expense, cause the “Grant Date”). Each RSU shall constitute a promise to deliver (or cause Company Stock to be delivered) to you, subject issued pursuant to the terms of this letter agreementRestricted Stock Units to be registered under the Securities Act and registered and qualified under applicable state law, the PIP and the restricted stock unit award agreement pursuant to which it is granted, one Xerox Share as soon as reasonably practicable following vesting (the date of vesting, the “Vesting Date”). The grant of RSUs will be subject to approval by the Compensation Committee of the Xerox Board of Directors or an officer of Xerox with the authority to approve such grants as delegated by the Xerox Compensation Committee. The Vesting Date will be the third anniversary of the Grant Date. All terms and conditions with respect to the RSUs shall be governed by the PIP and the restricted stock unit award agreement pursuant to which such RSUs are granted. Such award agreement shall be substantially in the form attached as Exhibit A hereto. Neither the RSUs nor the Xerox Shares delivered thereunder will be considered part of your earnings for purposes of calculating current or future benefits under any compensation or benefit programs maintained or sponsored by the Company, Xerox or any of their respective subsidiaries, including retirement plans, 401(k) plans and other benefit plansfreely resold.