0001193125-09-142792 Sample Contracts

LONG TERM CASH INCENTIVE AWARD AGREEMENT
Term Cash Incentive Award Agreement • July 1st, 2009 • Xerox Corp • Computer peripheral equipment, nec • New York

LONG TERM CASH INCENTIVE AWARD AGREEMENT (“Agreement”) by Xerox Corporation, a New York corporation (the “Company”), effective July 1, 2009, and Anne M. Mulcahy, an employee of the Company (the “Executive”).

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AGREEMENT PURSUANT TO XEROX CORPORATION DECEMBER 2007 AMENDMENT AND RESTATEMENT OF THE 2004 PERFORMANCE INCENTIVE PLAN
2004 Performance Incentive Plan • July 1st, 2009 • Xerox Corp • Computer peripheral equipment, nec • New York

AGREEMENT by Xerox Corporation, a New York corporation (the “Company”), dated as of the date which appears as the “Date of Agreement and Award” in the Award Summary attached hereto (the “Award Summary”), in favor of the individual whose name appears on the Award Summary, an employee of the Company, one of the Company’s subsidiaries or one of its affiliates (the “Employee”).

LONG TERM CASH INCENTIVE AWARD AGREEMENT
Long Term Cash Incentive Award Agreement • July 1st, 2009 • Xerox Corp • Computer peripheral equipment, nec • New York

LONG TERM CASH INCENTIVE AWARD AGREEMENT (“Agreement”) by Xerox Corporation, a New York corporation (the “Company”), effective July 1, 2009, and Lawrence A. Zimmerman, an employee of the Company (the “Executive”).

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