Xerox Holdings Corp
For the period ended Dec 31, 2023. Filed Feb 23, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 23, 2024
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Index of Exhibits
Document and Location
| 3(a)(1) | Restated Certificate of Incorporation of Xerox Corporation's filed with the Department of State of New York on July 31, 2019. |
| Incorporated by reference to Exhibit 3.2 to Xerox Corporation's Report on Form 8-K dated July 31, 2019. See SEC File Number 001-04471. | |
| 3(a)(2) | Restated Certificate of Incorporation of Xerox Holdings Corporation filed with the Department of State of New York on May 19, 2022. |
| Incorporated by reference to Exhibit 3.2 to Xerox Holdings Corporation's Quarterly Report on Form 10-Q dated May 19, 2022. See SEC File Number 001-39013. | |
| 3(b)(1) | Second Amended and Restated By-Laws of Xerox Corporation dated February 5, 2024. |
| 3(b)(2) | Amended and Restated By-Laws of Xerox Holdings Corporation dated February 17, 2022. |
| Incorporated by reference to Exhibit 3(b)(2) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2022. See SEC File Number 001-39013. | |
| 4(b) | [Reserved] |
| 4(c) | Form of Indenture dated as of December 4, 2009 between Xerox Corporation and the Bank of New York Mellon, as trustee, relating to an unlimited amount of senior debt securities. |
| Incorporated by reference to Exhibit 4(b)(5) to Post-Effective Amendment No. 1 to Xerox Corporation's Registration Statement No. 333-142900. See SEC File Number 001-04471. | |
| 4(d) | Form of Indenture dated August 6, 2020 among Xerox Holdings Corporation, Xerox Corporation and U.S. Bank National Association, as Trustee, with respect to Xerox Holdings Corporation’s 5.000% Senior Notes due 2025. |
| Incorporated by reference to Exhibit 4.1 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Current Report on Form 8-K dated August 6, 2020. See SEC File Numbers 001-39013 and 001-04471. | |
| 4(e) | Form of Indenture dated August 6, 2020 among Xerox Holdings Corporation, Xerox Corporation and U.S. Bank National Association, as Trustee, with respect to Xerox Holdings Corporation’s 5.500% Senior Notes due 2028. |
| Incorporated by reference to Exhibit 4.2 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Current Report on Form 8-K dated August 6, 2020. See SEC File Numbers 001-39013 and 001-04471. | |
| 4(f) | Description of Xerox Holdings Corporation Capital Stock. |
| Incorporated by reference to Exhibit 4(d) to Xerox Holdings Corporation’s and Xerox Corporation’s combined Annual Report on Form 10-K for the fiscal year ended December 31, 2019. See SEC File Numbers 001-39013 and 001-04471. | |
| 4(g) | Form of Registration Rights Agreement dated as of April 2021 by and among Xerox Holdings Corporation, Carl C. Icahn and the named Icahn companies. |
| Incorporated by reference to Exhibit 4.1 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the quarter ended March 31, 2021. See SEC File Numbers 001-39013 and 001-04471. | |
| 4(h) | Instruments with respect to long-term debt where the total amount of securities authorized thereunder does not exceed 10 percent of the total assets of Xerox Holdings Corporation and/or Xerox Corporation, as applicable, and its subsidiaries on a consolidated basis have not been filed. Xerox Holdings Corporation and/or Xerox Corporation, as applicable, agrees to furnish to the Commission a copy of each such instrument upon request. |
| *10(a) | Officer Severance Program, as amended and restated effective February 17, 2021. |
| Incorporated by reference to Exhibit 10(a)(3) to Xerox Holdings Corporation’s and Xerox Corporation’s combined Annual Report on Form 10-K for the fiscal year ended December 31, 2020. See SEC File Nos. 001-39013 and 001-04471. | |
| *10(b) | [Reserved] |
Xerox 2023 Annual Report 147
| *10(c) | Compensation Plan Agreement, dated as of July 31, 2019 between Xerox Corporation and Xerox Holdings Corporation. |
|---|---|
| Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation’s Current Report on Form 8-K Dated July 31, 2019. See SEC File Number 001-39013. | |
| *10(d)(1) | Xerox Corporation's 2004 Equity Compensation Plan for Non-Employee Directors, as amended and restated as of July 31, 2019 ("2004 ECPNED"). |
| Incorporated by reference to Exhibit 10.3 to Xerox Holdings Corporation's Current Report on Form 8-K dated July 31, 2019. See SEC File Number 001-0447139013. | |
| *10(d)(2) | Form of Agreement under 2004 ECPNED. |
| Incorporated by reference to Exhibit 10(d)(2) to Xerox Corporation's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2005. See SEC File Number 001-04471. | |
| *10(d)(3) | Form of Grant Summary under 2004 ECPNED. |
| Incorporated by reference to Exhibit 10(d)(3) to Xerox Corporation's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2005. See SEC File Number 001-04471. | |
| *10(d)(4) | Form of DSU Deferral under 2004 ECPNED. |
| Incorporated by reference to Exhibit 10(d)(4) to Xerox Corporation's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2005. See SEC File Number 001-04471. | |
| *10(d)(5) | Form of Deferred Stock Unit (“DSU”) Agreement under 2004 ECPNED. |
| Incorporated by reference to Exhibit 10.13 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019. See SEC File Nos. 001-39013 and 001-04471. | |
| *10(d)(6) | Form of DSU Award Summary under 2004 ECPNED. |
| Incorporated by reference to Exhibit 10.14 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019. See SEC File Nos. 001-39013 and 001-04471. | |
| *10(d)(7) | Form of Restricted Stock Unit ("RSU") Agreement under 2004 ECPNED. |
| Incorporated by reference to Exhibit 10.15 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019. See SEC File Nos. 001-39013 and 001-04471. | |
| *10(d)(8) | Form of RSU Award Summary under 2004 ECPNED. |
| Incorporated by reference to Exhibit 10.16 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019. See SEC File Nos. 001-39013 and 001-04471. | |
| *10(d)(9) | Xerox Holdings Corporation's 2004 Equity Compensation Plan for Non-Employee Directors, 2021 Amendment and Restatement ("2021 ECPNED") |
| Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation's Current Report on Form 8-K dated May 20, 2021. See SEC File Number 001-39013. | |
| *10(d)(10) | Form of Deferred Stock Unit (“DSU”) Agreement under 2021 ECPNED. |
| Incorporated by reference to Exhibit 10.9 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended March 31, 2021. See SEC File Nos. 001-39013 and 001-04471. | |
| *10(d)(11) | Form of DSU Award Summary under 2021 ECPNED. |
| Incorporated by reference to Exhibit 10.10 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended March 31, 2021. See SEC File Nos. 001-39013 and 001-04471. | |
| *10(d)(12) | Form of Restricted Stock Unit (“RSU”) Agreement under 2021 ECPNED. |
| Incorporated by reference to Exhibit 10.11 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended March 31, 2021. See SEC File Nos. 001-39013 and 001-04471. | |
| *10(d)(13) | Form of RSU Award Summary under 2021 ECPNED. |
| Incorporated by reference to Exhibit 10.12 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended March 31, 2021. See SEC File Nos. 001-39013 and 001-04471. |
Xerox 2023 Annual Report 148
| *10(e)(1) | Xerox Corporation's 2004 Performance Incentive Plan, as amended and restated as of June 30, 2017 ("2017 PIP"). |
|---|---|
| Incorporated by reference to Exhibit 10(e)(1) to Xerox Corporation's Quarterly Report on Form 10-Q for the Quarter ended June 30, 2017. See SEC File Number 001-04471. | |
| *10(e)(2) | Amendment No. 1 dated February 1, 2018 to 2017 PIP. |
| Incorporated by reference to Exhibit 10(e)(18) to Xerox Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017. See SEC File Number 001-04471. | |
| *10(e)(3) | Form of Omnibus Award Agreement under PIP; ELTIP; PSU & RSU (ratable). |
| Incorporated by reference to Exhibit 10(e)(32) to Xerox Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2017. See SEC File Number 001-04471. | |
| *10(e)(4) | Form of Award Summary Under PIP; ELTIP; PSU & RSU (ratable). |
| Incorporated by reference to Exhibit 10(e)(33) to Xerox Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2017. See SEC File Number 001-04471. | |
| *10(e)(5) | Form of Omnibus Award Agreement under PIP; ELTIP; RSU (ratable). |
| Incorporated by reference to Exhibit 10(e)(34) to Xerox Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2017. See SEC File Number 001-04471. | |
| *10(e)(6) | Form of Award Summary Under PIP; ELTIP; RSU (ratable). |
| Incorporated by reference to Exhibit 10(e)(35) to Xerox Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2017. See SEC File Number 001-04471. | |
| *10(e)(7) | Form of Omnibus Award Agreement under PIP; ELTIP: Stock Options. |
| Incorporated by reference to Exhibit 10(e)(36) to Xerox Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2017. See SEC File Number 001-04471. | |
| *10(e)(8) | Form of Award Summary under PIP; ELTIP: Stock Options. |
| Incorporated by reference to Exhibit 10(e)(37) to Xerox Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2017. See SEC File Number 001-04471. | |
| *10(e)(9) | Amendment No. 2 dated May 14, 2018 to 2017 PIP. |
| Incorporated by reference to Exhibit 10.5 to Xerox Corporation's Quarterly Report on Form 10-Q for the Quarter ended June 30, 2018. See SEC File Number 001-04471. | |
| *10(e)(10) | Amendment to CEO Option and Performance Share / Restricted Stock Unit Award Agreements. |
| Incorporated by reference to Exhibit 10.7 to Xerox Corporation's Quarterly Report on Form 10-Q for the Quarter ended June 30, 2018. See SEC File Number 001-04471. | |
| *10(e)(11) | Amendment No. 3 dated January 14, 2019 to 2017 PIP. |
| Incorporated by reference to Exhibit 10(e)(42) to Xerox Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018. See SEC File Number 001-04471. | |
| *10(e)(12) | Performance Elements for 2019 Executive Long-Term Incentive Program. |
| Incorporated by reference to Exhibit 10(e)(44) to Xerox Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018. See SEC File Number 001-04471. | |
| *10(e)(13) | Form of Omnibus Award Agreement under PIP; ELTIP; PSU & RSU (ratable). |
| Incorporated by reference to Exhibit 10(e)(45) to Xerox Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018. See SEC File Number 001-04471. | |
| *10(e)(14) | Form of Omnibus Award Agreement under PIP; ELTIP; RSU (ratable). |
| Incorporated by reference to Exhibit 10(e)(46) to Xerox Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018. See SEC File Number 001-04471. | |
| *10(e)(15) | Form of Omnibus Award Agreement under PIP; ELTIP; Stock Options. |
| Incorporated by reference to Exhibit 10.3 to Xerox Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. See SEC File Number 001-04471. | |
| *10(e)(16) | Xerox Corporation's 2004 Performance Incentive Plan, as amended and restated as of July 31, 2019. |
| Incorporated by reference to Exhibit 10.2 to Xerox Holdings Corporation’s Current Report on Form 8-K dated July 31, 2019. See SEC File No. 001-39013. |
Xerox 2023 Annual Report 149
| *10(e)(17) | Form of Performance Share Unit (“PSU”) Award Agreement under Xerox Corporation 2004 Performance Incentive Plan, as amended. |
|---|---|
| Incorporated by reference to Exhibit 10.3 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019. See SEC File Nos. 001-39013 and 001-04471. | |
| *10(e)(18) | Form of Restricted Stock Unit (“RSU”) Award Agreement under Xerox Corporation 2004 Performance Incentive Plan, as amended. |
| Incorporated by reference to Exhibit 10.4 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019. See SEC File Nos. 001-39013 and 001-04471. | |
| *10(e)(19) | Form of One-Year RSU Agreement under Xerox Corporation 2004 Performance Incentive Plan, as amended. |
| Incorporated by reference to Exhibit 10.5 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019. See SEC File Nos. 001-39013 and 001-04471. | |
| *10(e)(20) | Form of Two-Year RSU Agreement under Xerox Corporation 2004 Performance Incentive Plan, as amended. |
| Incorporated by reference to Exhibit 10.6 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019. See SEC File Nos. 001-39013 and 001-04471. | |
| *10(e)(21) | Form of Three-Year RSU Agreement under Xerox Corporation 2004 Performance Incentive Plan, as amended. |
| Incorporated by reference to Exhibit 10.7 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019. See SEC File Nos. 001-39013 and 001-04471. | |
| *10(e)(22) | Form of Stock Option Agreement under Xerox Corporation 2005 Performance Incentive Plan, as amended. |
| Incorporated by reference to Exhibit 10.8 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019. See SEC File Nos. 001-39013 and 001-04471. | |
| *10(e)(23) | Form of PSU Award Summary under Xerox Corporation 2004 Performance Incentive Plan, as amended. |
| Incorporated by reference to Exhibit 10.9 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019. See SEC File Nos. 001-39013 and 001-04471. | |
| *10(e)(24) | Form of RSU Award Summaries under Xerox Corporation 2004 Performance Incentive Plan, as amended. |
| Incorporated by reference to Exhibit 10.10 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019. See SEC File Nos. 001-39013 and 001-04471. | |
| *10(e)(25) | Form of Stock Option Award Summary under Xerox Corporation 2004 Performance Incentive Plan, as amended. |
| Incorporated by reference to Exhibit 10.11 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019. See SEC File Nos. 001-39013 and 001-04471. | |
| *10(e)(26) | Performance Elements for 2020 Executive Long-Term Incentive Program. |
| Incorporated by reference to Exhibit 10(e)(43) to Xerox Holdings Corporation’s and Xerox Corporation’s combined Annual Report on Form 10-K for the fiscal year ended December 31, 2019. See SEC File Numbers 001-39013 and 001-04471. | |
| *10(f)(1) | Xerox Holdings Corporation Performance Incentive Plan (“XHCPIP”). |
| Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Current Report on Form 8-K dated May 28, 2020. See SEC File Numbers 001-39013 and 001-04471. |
Xerox 2023 Annual Report 150
| *10(f)(2) | Form of Omnibus Award Agreement under XHCPIP: PIP; ELTIP; PSU. |
|---|---|
| Incorporated by reference to Exhibit 10.2 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2020. See SEC File Nos. 001-39013 and 001-04471. | |
| *10(f)(3) | Form of Omnibus Award Agreement under XHCPIP: PIP; ELTIP; RSUs (ratable). |
| Incorporated by reference to Exhibit 10.3 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2020. See SEC File Nos. 001-39013 and 001-04471. | |
| *10(f)(4) | Form of Omnibus Award Agreement under XCHPIP: PIP; ELTIP; 1-year RSUs. |
| Incorporated by reference to Exhibit 10.4 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2020. See SEC File Nos. 001-39013 and 001-04471. | |
| *10(f)(5) | Form of Omnibus Award Agreement under XHCPIP: PIP; ELTIP; 2-year RSUs. |
| Incorporated by reference to Exhibit 10.5 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2020. See SEC File Nos. 001-39013 and 001-04471. | |
| *10(f)(6) | Form of Omnibus Award Agreement under XHCPIP: PIP; ELTIP; 3-year RSUs. |
| Incorporated by reference to Exhibit 10.6 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2020. See SEC File Nos. 001-39013 and 001-04471. | |
| *10(f)(7) | Form of Omnibus Award Agreement under XHCPIP: PIP; ELTIP; Stock Options. |
| Incorporated by reference to Exhibit 10.7 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2020. See SEC File Nos. 001-39013 and 001-04471. | |
| *10(f)(8) | Description of Leadership Retention Awards and RSU Awards for 2020. |
| Incorporated by reference to Item 5.02 of Xerox Holdings Corporation’s and Xerox Corporation's Current Report on Form 8-K dated November 19, 2020. See SEC File Numbers 001-39013 and 001-04471. | |
| *10(f)(9) | Form of Leadership Retention Award under XHCPIP. |
| Incorporated by reference to Exhibit 10(f)(9) to Xerox Holdings Corporation’s and Xerox Corporation’s combined Annual Report on Form 10-K for the fiscal year ended December 31, 2020. See SEC File Numbers 001-39013 and 001-04471. | |
| *10(f)(10) | Form of Omnibus Award Agreement under XHCPIP: PIP; ELTIP; RSUs (2-year ratable 50/50). |
| Incorporated by reference to Exhibit 10(f)(10) to Xerox Holdings Corporation’s and Xerox Corporation’s combined Annual Report on Form 10-K for the fiscal year ended December 31, 2020. See SEC File Numbers 001-39013 and 001-04471. | |
| *10(f)(11) | Form of Omnibus Award Agreement under XHCPIP: PIP; ELTIP; RSUs (3-year ratable 33/33/34). |
| Incorporated by reference to Exhibit 10(f)(11) to Xerox Holdings Corporation’s and Xerox Corporation’s combined Annual Report on Form 10-K for the fiscal year ended December 31, 2020. See SEC File Numbers 001-39013 and 001-04471. | |
| *10(f)(12) | Form of PSU Award Summary under XHCPIP. |
| Incorporated by reference to Exhibit 10.9 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019. See SEC File Nos. 001-39013 and 001-04471. | |
| *10(f)(13) | Form of RSU Award Summary under XHCPIP. |
| Incorporated by reference to Exhibit 10.10 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019. See SEC File Nos. 001-39013 and 001-04471. | |
| *10(f)(14) | Management Incentive Plan for 2021. |
| Incorporated by reference to Exhibit 10(f)(14) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2022. See SEC File Number 001-39013. |
Xerox 2023 Annual Report 151
| *10(f)(15) | Performance Elements for 2021 Executive Long-Term Incentive Program. |
|---|---|
| Incorporated by reference to Exhibit 10(f)(15) to Xerox Holdings Corporation’s and Xerox Corporation’s combined Annual Report on Form 10-K for the fiscal year ended December 31, 2020. See SEC File Numbers 001-39013 and 001-04471. | |
| *10(f)(16) | Xerox Holdings Corporation Performance Incentive Plan, as amended through October 21, 2021. |
| Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation's and Xerox Corporation’s Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2021. See SEC File Numbers 001-39013 and 001-04471. | |
| *10(f)(17) | Form of E-LTIP Performance Share Unit (“PSU”) Award Agreement (2022) under XHCPIP. |
| Incorporated by reference to Exhibit 10(f)(17) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2022. See SEC File Number 001-39013. | |
| *10(f)(18) | Form of E-LTIP Restricted Stock Unit (“RSU”) Graduated-Vesting Award Agreement (2022) under XHCPIP. |
| Incorporated by reference to Exhibit 10(f)(18) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2022. See SEC File Number 001-39013. | |
| *10(f)(19) | Form of E-LTIP RSU Cliff-Vesting Award Agreement (2022) under XHCPIP. |
| Incorporated by reference to Exhibit 10(f)(19) to Xerox Holdings Corporation's Annual Report on Form on Form 10-K dated February 23, 2022. See SEC File Number 001-39013. | |
| *10(f)(20) | Form of International Appendix to E-LTIP PSU and RSU Award Agreements (2022) under XHCPIP. |
| Incorporated by reference to Exhibit 10(f)(20) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2022. See SEC File Number 001-39013. | |
| *10(f)(21) | Management Incentive Plan for 2022. |
| Incorporated by reference to Exhibit 10(f)(21) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2022. See SEC File Number 001-39013. | |
| *10(f)(22) | Performance Elements for 2022 Executive Long-Term Incentive Program. |
| Incorporated by reference to Exhibit 10(f)(22) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2022. See SEC File Number 001-39013. | |
| *10(f)(23) | Form of 2023 Restricted Stock Unit Award Agreement, 3-year, cash-settled under XHCPIP, amended and effective as of October 21, 2021. |
| Incorporated by reference to Exhibit 10(f)(23) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023. See SEC File Number 001-39013. | |
| *10(f)(24) | Form of 2023 Restricted Stock Unit Award Agreement, 2-year, cash-settled under XHCPIP, amended and effective as of October 21, 2021. |
| Incorporated by reference to Exhibit 10(f)(24) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023. See SEC File Number 001-39013. | |
| *10(f)(25) | Form of 2023 Performance Stock Unit Award Agreement, cash-settled under XHCPIP, amended and effective as of October 21, 2021. |
| Incorporated by reference to Exhibit 10(f)(25) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023. See SEC File Number 001-39013. | |
| *10(f)(26) | Form of 2023 E-LTIP Restricted Stock Unit Award Agreement, 3-Year under XHCPIP, amended and effective as of October 21, 2021. |
| Incorporated by reference to Exhibit 10(f)(26) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023. See SEC File Number 001-39013. | |
| *10(f)(27) | Form of 2023 E-LTIP Restricted Stock Unit Award Agreement, 2-Year under XHCPIP, amended and effective as of October 21, 2021. |
| Incorporated by reference to Exhibit 10(f)(27) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023. See SEC File Number 001-39013. | |
| *10(f)(28) | Form of 2023 Restricted Stock Unit Award Agreement, 3-year under XHCPIP, amended and effective as of October 21, 2021. |
| Incorporated by reference to Exhibit 10(f)(28) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023. See SEC File Number 001-39013. |
Xerox 2023 Annual Report 152
| *10(f)(29) | Form of 2023 Restricted Stock Unit Award Agreement, 2-year under XHCPIP, amended and effective as of October 21, 2021. |
| Incorporated by reference to Exhibit 10(f)(29) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023. See SEC File Number 001-39013. | |
| *10(f)(30) | Form of 2023 E-LTIP Performance Stock Unit Award Agreement, 2-year under XHCPIP, amended and effective as of October 21, 2021. |
| Incorporated by reference to Exhibit 10(f)(30) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023. See SEC File Number 001-39013. | |
| *10(f)(31) | Form of 2023 Performance Stock Unit Award Agreement under XHCPIP, amended and effective as of October 21, 2021. |
| Incorporated by reference to Exhibit 10(f)(31) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023. See SEC File Number 001-39013. | |
| *10(f)(32) | Management Incentive Plan for 2023 |
| Incorporated by reference to Exhibit 10(f)(32) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023. See SEC File Number 001-39013. | |
| *10(f)(33) | Management Incentive Plan for 2022 Performance Report |
| Incorporated by reference to Exhibit 10(f)(33) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023. See SEC File Number 001-39013. | |
| *10(f)(34) | Performance Elements for 2023 Executive Long-Term Incentive Program |
| Incorporated by reference to Exhibit 10(f)(34) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023. See SEC File Number 001-39013. | |
| *10(f)(35) | Performance Elements for 2024 Executive Long-Term Incentive Program |
| *10(f)(36) | Management Incentive Plan for 2023 Performance |
| *10(f)(37) | Management Incentive Plan for 2024 |
| *10(f)(38) | Form of 2023 XSIP Performance Stock Unit Award Agreement, cash-settled under XHCPIP, amended and effective on February 21, 2024. |
| *10(f)(39) | Form of 2023 XSIP Performance Stock Unit Award Agreement, stock-settled under XHCPIP, amended and effective on February 21, 2024. |
| *10(f)(40) | Form of 2023 E-LTIP Performance Stock Unit Award Agreement, under XHCPIP, amended and effective on February 21, 2024. |
| *10(f)(41) | Form of 2024 XSIP Performance Stock Unit Award Agreement, cash-settled under XHCPIP, amended and effective on February 21, 2024. |
| *10(f)(42) | Form of 2024 XSIP Performance Stock Unit Award Agreement, stock-settled under XHCPIP, amended and effective on February 21, 2024. |
| *10(f)(43) | Form of 2024 E-LTIP Performance Stock Unit Award Agreement. |
| *10(f)(44) | Form of 2024 XSIP Restricted Stock Unit Award Agreement, under XHCPIP, amended and effective on February 21, 2024. |
| *10(g) | Compensation Terms for Xavier Heiss, Chief Financial Officer, effective January 1, 2021. |
| Incorporated by reference to Item 5.02 of Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated December 10, 2020. See SEC File Numbers 001-39013 and 001-04471. | |
| *10(h) | Uniform Rule dated December 17, 2008 for all Deferred Compensation Promised by Xerox Corporation. |
| Incorporated by reference to Exhibit 10(r) to Xerox Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2008. See SEC File Number 001-04471. | |
| 10(i) | Nomination and Standstill Agreement, dated as of January 26, 2021, by and among Xerox Holdings Corporation, Carl C. Icahn and the other parties named therein. |
| Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation's and Xerox Corporation’s Current Report on Form 8-K dated January 26, 2021. See SEC File Numbers 001-39013 and 001-04471. | |
| 10(j) | Nomination and Standstill Agreement, dated as of January 26, 2021, by and between Xerox Holdings Corporation and Darwin Deason. |
| Incorporated by reference to Exhibit 10.2 to Xerox Holdings Corporation's and Xerox Corporation’s Current Report on Form 8-K dated January 26, 2021. See SEC File Numbers 001-39013 and 001-04471. |
Xerox 2023 Annual Report 153
| 10(k)(1) | Separation and Consulting Services Agreement, by and between the Company and Louie Pastor, dated April 18, 2023. |
| Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Current Report on Form 8-K dated April 21, 2023. See SEC File Numbers 001-39013 and 001-04471. | |
| 10(k)(2) | Termination of Consulting Services, dated December 29, 2023, by and between Xerox Holdings Corporation and Louie Pastor. |
| Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation’s and Xerox Corporation’s Current Report on Form 8-K dated December 29, 2023. See SEC File Numbers 001-39013 and 001-04471. | |
| 10(k)(3) | Offer Letter, dated December 29, 2023, by and between Xerox Corporation and Louie Pastor. |
| Incorporated by reference to Exhibit 10.2 to Xerox Holdings Corporation’s and Xerox Corporation’s Current Report on Form 8-K dated December 29, 2023. See SEC File Numbers 001-39013 and 001-04471. | |
| 10(l) | Form of Change in Control Severance Agreement, effective January 1, 2024, as approved by the Compensation Committee of the Board of Directors of Xerox Holdings Corporation. |
| Incorporated by reference to Exhibit 10.3 to Xerox Holdings Corporation’s and Xerox Corporation’s Current Report on Form 8-K dated December 29, 2023. See SEC File Numbers 001-39013 and 001-04471. | |
| 10(m) | Form of Indemnification Agreement. |
| Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q dated November 2, 2022. See SEC File Number 001-39013 and 001-04471. | |
| 10(n) | Credit Agreement, dated as of November 17, 2023, by and among XEROX CORPORATION, a New York corporation, XEROX HOLDINGS CORPORATION, a New York corporation, and each other Guarantor party thereto, the lenders party thereto and Jefferies Finance LLC, as administrative agent and collateral agent. |
| Incorporated by reference to Exhibit 10.1 to Xerox Holding Corporation’s and Xerox Corporation’s combined Current Report on Form 8-K dated November 17, 2023. See SEC File Numbers 001-39013 and 001-04471. | |
| 10(o) | Credit Agreement, dated as of July 7, 2022, among Xerox Corporation, Xerox Holdings Corporation, certain Lenders signatory thereto, and Citibank, N.A., as administrative agent. |
| Incorporated by reference to Exhibit 4.2 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Current Report on Form 8-K dated July 13, 2022. See SEC File Numbers 001-39013 and 001-04471. | |
| 10(p) | Credit Agreement, dated May 22, 2023, by and among Xerox Corporation, a New York Corporation, Xerox Holdings Corporation, a New York corporation, and each other Guarantor party thereto, the lenders and issuing banks party thereto and Citibank, N.A., as administrative agent and collateral agent. |
| Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated May 23, 2023. See SEC File Number 001-39013. | |
| 10(q) | Purchase Agreement dated September 28, 2023 by and between the Company and the Icahn Parties. |
| Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated September 28, 2023. See SEC File Number 001-39013. | |
| 14 | Company Code of Ethics |
| 19 | Company Insider Trading Policy |
| 21 | Subsidiaries of Registrant. |
| 23(a) | Consent of PricewaterhouseCoopers LLP re Xerox Holdings Corporation. |
| 23(b) | Consent of PricewaterhouseCoopers LLP re Xerox Corporation. |
| 31(a)(1) | Certification of Xerox Holdings Corporation CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a). |
| 31(a)(2) | Certification of Xerox Corporation CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a). |
| 31(b)(1) | Certification of Xerox Holdings Corporation CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a). |
| 31(b)(2) | Certification of Xerox Corporation CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a). |
Xerox 2023 Annual Report 154
| 32(a) | Certification of Xerox Holdings Corporation CEO and CFO pursuant to 18 U.S.C. §1350 as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002. |
| 32(b) | Certification of Xerox Corporation CEO and CFO pursuant to 18 U.S.C. §1350 as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002. |
| 97 | Company Clawback Policy |
| 101.INS | Inline XBRL Instance Document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Definition Document |
| 104 | The Cover Page Interactive Data File (formatted as Inline iXBRL and contained in Exhibit 101) |
| * | Indicates a management contract or compensatory plan or arrangement. |
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