EX-10.4 6 d430950dex104.htm EX-10.4
Exhibit 10.4
EXECUTION VERSION
XEROX CORPORATION
May 14, 2018
John Visentin
Dear John,
Xerox Corporation (the “Company”) is pleased to extend to you an offer of employment as Vice Chairman of the Company’s Board of Directors (the “Board”) and Chief Executive Officer. This letter outlines the key terms of the Company’s offer of employment and supersedes any previous communications or representations made by or on behalf of the Company regarding the terms and conditions of your employment.
Start Date: May 15, 2018
Place of Employment: Your primary place of employment will be at the Company’s headquarters in Norwalk, CT. You will not be required to relocate your home residence.
Base Salary: You will be paid an annualized base salary of $1,200,000, less applicable withholdings and deductions. Your Base Salary will be subject to annual increases (but not decreases) at the discretion of the Compensation Committee of the Board (the “Compensation Committee”) based on market trends, internal considerations and performance.
Annual Bonus: You are eligible for an annual bonus (each an “Annual Bonus”) based on a target award equal to 150% of your base salary (“Target Bonus”). Your actual Annual Bonus payout will depend on performance against goals to be approved annually by the Compensation Committee, with a maximum award equal to 200% of target (“Maximum Bonus”), and will be paid in accordance with the terms of the Company’s annual bonus program. For clarification, for 2018, you are eligible for a full year Annual Bonus based on a Target Bonus equal to $1,800,000, with a Maximum Bonus equal to $2,400,000.
Sign-On Bonus: The Company will pay you a lump sum cash bonus of $1,500,000, less applicable withholdings and deductions within 10 days following your Start Date.
Initial Equity Award: On May 15, 2018, the Company will grant you an award of a number of restricted shares of the Company’s common stock, $1.00 par value (“Common Stock”) with a grant date value equal to $10,000,000 based on the closing price of the Common Stock on May 15, 2018, which will become 100% vested upon the earliest of (1) May 15, 2019, subject to your continuous employment through such date, (2) your voluntary termination for Good Reason or termination by the Company without Cause, (3) your termination due to death or Disability or (4) a Change in Control.
Long-Term
Incentive:
You will be eligible to receive an annual long-term incentive award (each a “Long-Term Incentive Award”) with a value to be determined by the Compensation Committee annually under the Company’s standard policy based on market practice, affordability, performance and other factors determined to be relevant, but in no event shall the grant date value of any Long-Term Incentive Award be less than $10,000,000. For the avoidance of doubt, your Long-Term Incentive Award for 2018 will be granted to you on May 15, 2018 and will have a grant date value of $10,000,000, consisting of the following awards which will be made in the same form and have the same terms and conditions as those awards granted by the Company to its other executives under its 2018 long-term incentive program:
• restricted stock units for a number of shares of Common Stock with a grant date value of $2,500,000;
• performance shares for a target number of shares of Common Stock with a grant date value of $5,000,000; and
• stock options to purchase a number of shares of Common Stock with a grant date value of $2,500,000, at an exercise price per share equal to the closing price of the Common Stock on May 15, 2018.
In the event of a Change in Control (and you are employed by the Company on the date of such Change in Control), any Long-Term incentive awards that are then outstanding will become fully vested, with performance shares vesting at target.
Benefits: You will be eligible to participate in all retirement, health and welfare, vacation and other benefit plans and arrangements generally available to other senior executives of the Company in accordance with the terms and provisions of such plans. In addition, you will be entitled to all perquisites provided to the prior Company chief executive officer and to other senior executives, including use of a private aircraft, home security and financial planning.
Severance:
In the event of your voluntary termination for Good Reason or your termination without Cause prior to a Change in Control, or your voluntary termination without Good Reason within 90 days following a Change in Control, you will be entitled to:
• Cash payments in the aggregate equal to 2.0x the sum of your base salary and Target Bonus, paid in installments accordance with the Company’s regular payroll practices for a period of 24 months (the “Severance Period”)