CONFIDENTIALITY AGREEMENT XEROX CORPORATIONConfidentiality Agreement • May 15th, 2018 • Xerox Corp • Computer peripheral equipment, nec • New York
This letter agreement shall become effective upon the appointment of any Deason Designee to the Board of Directors (the “Board”) of Xerox Corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Director Appointment, Nomination and Settlement Agreement (the “Settlement Agreement”), dated as of May 13, 2018, as amended, by and among the Company, Deason, the Icahn Group and the Existing Directors. The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, an Deason Designee may, if and to the extent he or she desires to do so, disclose information he or she obtains while serving as a member of the Board to you and your Representatives (as hereinafter defined), and may discuss such information with any and all such persons, subject to the terms and conditions of this Agreement. As a result, you may receive certain non-public information regarding the Company
CONFIDENTIALITY AGREEMENT XEROX CORPORATIONConfidentiality Agreement • May 15th, 2018 • Xerox Corp • Computer peripheral equipment, nec • New York
This letter agreement shall become effective upon the appointment of any Icahn Designee to the Board of Directors (the “Board”) of Xerox Corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Director Appointment, Nomination and Settlement Agreement (the “Settlement Agreement”), dated as of May 13, 2018, as amended, by and among the Company, Darwin Deason, the Icahn Group and the Existing Directors. The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, an Icahn Designee may, if and to the extent he or she desires to do so, disclose information he or she obtains while serving as a member of the Board to you and your Representatives (as hereinafter defined), and may discuss such information with any and all such persons, subject to the terms and conditions of this Agreement. As a result, you may receive certain non-public information regarding the Co
DIRECTOR APPOINTMENT, NOMINATION AND SETTLEMENT AGREEMENTNomination and Settlement Agreement • May 15th, 2018 • Xerox Corp • Computer peripheral equipment, nec
This Director Appointment, Nomination and Settlement Agreement (this “Agreement”), dated May 13, 2018, is entered into by and among, Darwin Deason (“Deason”), the persons and entities listed on Schedule A (collectively, the “Icahn Group”, and together with Deason, the “Shareholder Group”, and each of Deason and such persons and entities listed on Schedule A, individually a “member” of the Shareholder Group), Xerox Corporation (the “Company”), William Curt Hunter, Jeff Jacobson, Robert J. Keegan, Charles Prince, Ann N. Reese and Stephen H. Rusckowski (collectively, the “Resigning Directors”) and Sara Martinez Tucker, Gregory Q. Brown, Joseph J. Echevarria and Cheryl Gordon Krongard (collectively, the “Continuing Directors” and collectively with the Resigning Directors and, upon her delivery of a joinder to this Agreement, Ursula Burns, the “Existing Directors”), and shall become effective in accordance with Section 21.
