The term good reason as used herein shall mean any one or more of the following reasons for termination: (i) a material decrease in your base salary (other than any decrease that is applicable to you on substantially the same terms and percentage basis as are applicable to all other similarly situated executives of Conduent), (ii) a material diminution in your authority, duties, or responsibilites or demotion to a role that that is not commensurate with your credentials and experience (provided, however, that Conduents hiring of a Chief Executive Officer and/or a Chief Commercial Officer (or an individual with a similar title whose responsibilities include overseeing activities relating to sales) who reports directly to the Chief Executive Officer shall in no event constitute good reason), (iii) Conduents breach of any of its material obligations hereunder which breach remains uncured thirty (30) days after Conduents receipt of written notice of such breach, and (iv) relocation of your position to a site that is more than 50 miles from your currently assigned work location. To be eligble for the enhanced severance and constitute good reason, you must terminate your employment within thirty (30) days of the occurrence of any item(s) listed above.
Benefits and Perquisites
We are pleased to offer you a comprehensive benefits package, including medical, dental, vision care, disability income protection, accident insurance, and life insurance. You are eligible for coverage on your first day of employment. You will be eligible for up to four (4) weeks of paid vacation per year under the current Conduents Paid Time Off Policy. The Company anticipates moving its executives to a flexible vacation plan during 2019. At that time, you will transition to the new vacation plan along with your peers so that you can schedule and take planned paid vacation as needed.
As a Corporate Officer of Conduent, you will also be eligible for the following programs:
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Financial and tax planning assistance up to $15,000 per year
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Annual physical examination through Conduents preferred provider or reimbursement of up to $5,000 for the cost of a physical by your own physician
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Annual credit monitoring up to $350 per year
Any reimbursements or in-kind benefits as described above shall be made or provided in accordance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified above, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.
SEC Reporting Requirements
As a Corporate Officer, you will be subject to Securities and Exchange Commission (SEC) reporting requirements and to the SECs rules, if applicable, related to the valuation and disclosure of executive compensation and perquisites. You will receive communications on these topics directly from our General Counsel, Michael Peffer.
For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this agreement shall be treated as a separate payment of compensation for purposes of applying the Section 409A of the Code deferral election rules and the exclusion from Section 409A of the Code for certain short-term deferral amounts. Any amounts payable solely on account of an involuntary separation from service within the meaning of Section 409A of the Code shall be excludible from the requirements of Section 409A of the Code, either as involuntary separation pay or as short-term deferral amounts (e.g., amounts payable under the schedule prior to March 15 of the calendar year following the calendar year of involuntary separation) to the maximum possible extent. If, as of the date of a termination, you are a specified employee as determined by Conduent, then to the extent that any amount or benefit that would be paid or provided to you under this agreement within six (6) months of your separation from service (as determined under Section 409A) constitutes an amount of deferred compensation for purposes of Section 409A and is considered for purposes of Section 409A to be owed to you by virtue of your separation from service, then such amount or benefit will not be paid or provided during the six-month period following the date of your separation from service and instead shall be paid or provided on the first business day that is at least seven (7) months following the date of your separation from service, solely to the extent necessary to avoid the imposition of taxes under Section 409A of the Code.