COMPENSATION PLAN AGREEMENT
THIS COMPENSATION PLAN AGREEMENT (this Agreement) dated as of July 31, 2019 is between Xerox Corporation (Xerox), a New York corporation, and Xerox Holdings Corporation (Holdings), a New York corporation and a direct, wholly owned subsidiary of Xerox. All capitalized terms used in this Agreement and not defined herein have the respective meanings ascribed to them in the Agreement and Plan of Merger, dated as of March 15, 2019 (the Merger Agreement), by and among Xerox, Holdings and Xerox Merger Sub, Inc., a New York corporation and a direct, wholly owned subsidiary of Holdings (Merger Sub).
WHEREAS, pursuant to the Merger Agreement, at the Effective Time, Merger Sub shall be merged with and into Xerox, with Xerox continuing as the surviving corporation of the Merger and a direct, wholly-owned subsidiary of Holdings;
WHEREAS, pursuant to the Merger Agreement, each share of common stock of Xerox (Xerox Common Stock) issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of Holdings Common Stock;
WHEREAS, pursuant to the Merger Agreement, at the Effective Time, by virtue of the Merger, (1) Xerox shall transfer to Holdings, and Holdings shall assume, sponsorship of all of the Xerox Equity Plans (as defined below), including (i) all unexercised and unexpired Stock Options and all Stock Rights that are outstanding under the Equity Plans at the Effective Time and (ii) the remaining unallocated reserve of Xerox Common Stock issuable under each such Equity Plan, and (2) Holdings agrees to perform all obligations of Xerox under the Equity Plans and all outstanding Awards and related Award agreements granted thereunder;
WHEREAS, pursuant to the Merger Agreement, at the Effective Time, by virtue of the Merger, the reserve of Xerox Common Stock under each Equity Plan, whether allocated to outstanding equity awards under such plan or unallocated at that time, shall automatically be converted on a one-share-for-one-share basis into shares of Holdings Common Stock, and the terms and conditions that are in effect immediately prior to the Merger under each outstanding Award assumed by Holdings shall continue in full force and effect after the Merger, including the vesting schedule and applicable issuance dates, the per share exercise price, the expiration date and other applicable termination provisions, except that the shares of common stock issuable under each such Award shall be shares of Holdings Common Stock;
WHEREAS, pursuant to the Merger Agreement, the adoption of the Merger by the requisite vote of the shareholders of Xerox shall also constitute approval, without further action by the shareholders of Xerox, of any amendments to the Equity Plans necessary, appropriate or advisable to authorize (i) the assumption by Holdings of the Equity Plans (including any existing share reserves), and the outstanding Awards and related Award agreements under such plans, (ii) the issuance of future Awards of Holdings Common Stock in lieu of shares of Xerox Common Stock under each of the Equity Plans, and (iii) Holdings ability to issue Awards under the Equity Plans to the eligible employees of Holdings and any of its subsidiaries, including any subsidiary formed or acquired after the Effective Time;