Xerox Corp. (XRX) Offers Additional Detail on CEO Burns Transition

May 26, 2016 4:55 PM EDT

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Xerox Corp. (NYSE: XRX) disclosed the following on Thursday:

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 20, 2016, Xerox Corporation (the “Company”) announced that Ursula M. Burns will serve as the Chairman of the Board of the Document Technology company following completion of the separation of Xerox Corporation into two independent, publicly-traded companies – a Document Technology company and a Business Process Outsourcing company. On May 20, 2016, the Company and Ms. Burns entered into a letter agreement (the “Letter Agreement”). Pursuant to the Letter Agreement, she will continue in her role as the Company’s Chairman of the Board and Chief Executive Officer until the earlier of January 31, 2017 or completion of the separation, at which time she will step down as the Company’s Chief Executive Officer. Ms. Burns’ base salary will remain $1.1 million, her target bonus will remain 200% of her base salary and her target long term incentive award for 2016 will be equal to $9.7 million. Once Ms. Burns steps down as Chief Executive Officer, she will be the Chairman of the Company and her base salary will be $900,000 per annum, her target bonus will be 150% of her base salary and her 2017 long term incentive award value will be a maximum of $5 million, each of which will be prorated based on the length of time she serves as Chairman in 2017 as further set forth in the Letter Agreement. Pursuant to the Letter Agreement, it is anticipated that Ms. Burns will retire as Chairman as of the 2017 annual shareholders’ meeting. The above is a summary of the key terms of Ms. Burns’ compensation arrangement and does not purport to be complete and is qualified in its entirety by the Letter Agreement, a copy of which will be attached to the Company’s next 10-Q and is incorporated herein by reference.

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