0000108772-16-000065 Sample Contracts

AGREEMENT PURSUANT TO XEROX CORPORATION
Xerox Corp • August 4th, 2016 • Services-business services, nec • New York

AGREEMENT, by Xerox Corporation, a New York corporation (the “Company”), dated as of the date that appears in the award summary that provides the value (or number of Restricted Stock Units) and vesting provisions of the award (the “Award Summary”) in favor of the individual whose name appears on the Award Summary, who is an employee of the Company, one of the Company’s subsidiaries or one of its affiliates (the “Employee”).

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AGREEMENT PURSUANT TO XEROX CORPORATION
Xerox Corp • August 4th, 2016 • Services-business services, nec • New York

AGREEMENT, by Xerox Corporation, a New York corporation (the “Company”), dated as of the date that appears in the applicable award summary that provides the value (or number of Performance Shares and Restricted Stock Units, as applicable) and vesting provisions of the applicable award (together, the “Award Summaries”) in favor of the individual whose name appears on the applicable Award Summary, who is an employee of the Company, one of the Company’s subsidiaries or one of its affiliates (the “Employee”).

Ursula M. Burns May 20, 2016 Dear Ursula,
Xerox Corp • August 4th, 2016 • Services-business services, nec

This letter sets forth our agreement with respect to your continued role as Chief Executive Officer and Chairman of the Board of Xerox Corporation (the “Company”), in connection with the proposed spin-off of the Company’s Business Process Outsourcing (BPO) business from its Document Technology and Document Outsourcing business such that each of the businesses will operate as an independent public company (the spun off BPO company shall be referred to as “SpinCo” and the Document Technology and Document Outsourcing business shall be referred to as “RemainCo”). Xerox has begun the process of the separation and its objective is to complete the separation by year-end 2016, subject to customary regulatory approvals, the effectiveness of a Form 10 registration statement with the U.S. Securities and Exchange Commission, tax considerations, securing any necessary financing and final approval of the Board of Directors of Xerox (the “Board”) (the consummation of such transactions, the “Separatio

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