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Xerox Holdings Corp, et al. – ‘10-Q’ for 6/30/19 – ‘EX-10.13’

On:  Tuesday, 8/6/19, at 4:47pm ET   ·   For:  6/30/19   ·   Accession #:  1770450-19-6   ·   File #s:  1-04471, 1-39013

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  As Of               Filer                 Filing    For·On·As Docs:Size

 8/06/19  Xerox Holdings Corp               10-Q        6/30/19  135:22M
          Xerox Corp

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Combined June 30, 2019 10-Q                         HTML   2.47M 
 2: EX-4        Instrument Defining the Rights of Security Holders  HTML    105K 
10: EX-10.10    Material Contract                                   HTML     42K 
11: EX-10.11    Material Contract                                   HTML     39K 
12: EX-10.13    Material Contract                                   HTML     47K 
13: EX-10.14    Material Contract                                   HTML     37K 
14: EX-10.15    Material Contract                                   HTML     46K 
15: EX-10.16    Material Contract                                   HTML     36K 
 3: EX-10.3     Material Contract                                   HTML     76K 
 4: EX-10.4     Material Contract                                   HTML     71K 
 5: EX-10.5     Material Contract                                   HTML     68K 
 6: EX-10.6     Material Contract                                   HTML     68K 
 7: EX-10.7     Material Contract                                   HTML     69K 
 8: EX-10.8     Material Contract                                   HTML     76K 
 9: EX-10.9     Material Contract                                   HTML     39K 
16: EX-31.A1    Exhibit 31.A1 Xerox Holdings Corporation CEO        HTML     42K 
                Certification                                                    
17: EX-31.A2    Exhibit 31.A2 Xerox Corporation CEO Certification   HTML     42K 
18: EX-31.B1    Exhibit 31.B1 Xerox Holdings Corporation CFO        HTML     42K 
                Certification                                                    
19: EX-31.B2    Exhibit 31.B2 Xerox Corporation CFO Certification   HTML     42K 
20: EX-32.A     Exhibit 32.A Xerox Holdings Corporation Sox         HTML     40K 
                Certification                                                    
21: EX-32.B     Exhibit 32.B Xerox Corporation Sox Certification    HTML     40K 
28: R1          Cover Page                                          HTML     97K 
29: R2          Condensed Consolidated Statements of Income         HTML    113K 
                (Unaudited)                                                      
30: R3          Condensed Consolidated Statements of Comprehensive  HTML     83K 
                Income (Loss) (Unaudited)                                        
31: R4          Condensed Consolidated Balance Sheets (Unaudited)   HTML    166K 
32: R5          Condensed Consolidated Statements of Cash Flows     HTML    140K 
                (Unaudited)                                                      
33: R6          Basis of Presentation                               HTML     79K 
34: R7          Recent Accounting Pronouncements                    HTML     54K 
35: R8          Adoption of New Leasing Standard - Xerox as a       HTML    154K 
                Lessee                                                           
36: R9          Adoption of New Leasing Standard - Xerox as a       HTML    138K 
                Lessor                                                           
37: R10         Revenue                                             HTML    124K 
38: R11         Acquisitions                                        HTML     39K 
39: R12         Supplementary Financial Information                 HTML    103K 
40: R13         Accounts Receivable, Net                            HTML    486K 
41: R14         Finance Receivables, Net                            HTML    486K 
42: R15         Inventories and Equipment on Operating Leases, Net  HTML     72K 
43: R16         Investment in Affiliates, at Equity                 HTML     85K 
44: R17         Restructuring Programs                              HTML    109K 
45: R18         Debt                                                HTML     49K 
46: R19         Financial Instruments                               HTML    126K 
47: R20         Fair Value of Financial Assets and Liabilities      HTML     77K 
48: R21         Employee Benefit Plans                              HTML    215K 
49: R22         Shareholders' Equity                                HTML    265K 
50: R23         Stock-Based Compensation                            HTML     73K 
51: R24         Other Comprehensive Income (Loss)                   HTML    147K 
52: R25         Earnings per Share                                  HTML    111K 
53: R26         Contingencies and Litigation                        HTML     98K 
54: R27         Recent Accounting Pronouncements (Policies)         HTML     72K 
55: R28         Basis of Presentation Basis of Presentation         HTML     67K 
                (Tables)                                                         
56: R29         Adoption of New Leasing Standard - Xerox as a       HTML     94K 
                Lessee (Tables)                                                  
57: R30         Adoption of New Leasing Standard - Xerox as a       HTML    107K 
                Lessor (Tables)                                                  
58: R31         Revenue (Tables)                                    HTML    119K 
59: R32         Supplementary Financial Information (Tables)        HTML    121K 
60: R33         Accounts Receivable, Net (Tables)                   HTML     61K 
61: R34         Finance Receivables, Net (Tables)                   HTML    467K 
62: R35         Inventories and Equipment on Operating Leases, Net  HTML     76K 
                (Tables)                                                         
63: R36         Investment in Affiliates, at Equity (Tables)        HTML     83K 
64: R37         Restructuring Programs (Tables)                     HTML    113K 
65: R38         Debt (Tables)                                       HTML     48K 
66: R39         Financial Instruments (Tables)                      HTML    124K 
67: R40         Fair Value of Financial Assets and Liabilities      HTML     80K 
                (Tables)                                                         
68: R41         Employee Benefit Plans (Tables)                     HTML    216K 
69: R42         Shareholders' Equity (Tables)                       HTML    268K 
70: R43         Stock-Based Compensation (Tables)                   HTML     67K 
71: R44         Other Comprehensive Income (Loss) (Tables)          HTML    149K 
72: R45         Earnings per Share (Tables)                         HTML    112K 
73: R46         Contingencies and Litigation (Tables)               HTML     52K 
74: R47         Basis of Presentation - Corporate Reorganization    HTML     50K 
                (Details)                                                        
75: R48         Basis of Presentation - Shared Services             HTML     46K 
                Arrangement (Details)                                            
76: R49         Basis of Presentation - Change in Presentation      HTML     53K 
                (Details)                                                        
77: R50         Recent Accounting Pronouncements (Details)          HTML     66K 
78: R51         Adoption of New Leasing Standard - Xerox as a       HTML     50K 
                Lessee - Additional Information (Details)                        
79: R52         Adoption of New Leasing Standard - Xerox as a       HTML     49K 
                Lessee - Components of Lease Expense (Details)                   
80: R53         Adoption of New Leasing Standard - Xerox as a       HTML     44K 
                Lessee - Operating Lease ROU Asset, Net and                      
                Operating Lease Liabilities (Details)                            
81: R54         Adoption of New Leasing Standard - Xerox as a       HTML     47K 
                Lessee - Supplemental Information Related to                     
                Operating Leases (Details)                                       
82: R55         Adoption of New Leasing Standard - Xerox as a       HTML     56K 
                Lessee - Maturities and Additional Information                   
                Related to Operating Lease Liabilities (Details)                 
83: R56         Adoption of New Leasing Standard - Xerox as a       HTML     57K 
                Lessee - Future Minimum Operating Lease                          
                Commitments (Details)                                            
84: R57         Adoption of New Leasing Standard - Xerox as a       HTML     66K 
                Lessor - Components of Lease Income (Details)                    
85: R58         Revenue - Disaggregation of Revenue (Details)       HTML     81K 
86: R59         Revenue - Narrative (Details)                       HTML     52K 
87: R60         Revenue - Incremental Direct Costs (Details)        HTML     40K 
88: R61         Acquisitions - Additional Information (Details)     HTML     44K 
89: R62         Supplementary Financial Information - Cash, Cash    HTML     51K 
                Equivalents and Restricted Cash (Details)                        
90: R63         Supplementary Financial Information - Restricted    HTML     42K 
                Cash Balance Sheet Location (Details)                            
91: R64         Supplementary Financial Information - Supplemental  HTML     73K 
                Cash Flow Information (Details)                                  
92: R65         Accounts Receivable, Net (Details)                  HTML     51K 
93: R66         Accounts Receivable, Net - Accounts Receivable      HTML     46K 
                Sales Arrangements (Details)                                     
94: R67         Finance Receivables, Net (Details)                  HTML     64K 
95: R68         Finance Receivables, Net - Summary of Future        HTML     52K 
                Contractual Maturities of Gross Finance                          
                Receivables (Details)                                            
96: R69         Finance Receivables, Net - Allowance for Credit     HTML     84K 
                Losses (Details)                                                 
97: R70         Finance Receivables, Net - Credit Quality           HTML    171K 
                Indicators (Details)                                             
98: R71         Finance Receivables, Net - Aging of Billed Finance  HTML    224K 
                Receivables (Details)                                            
99: R72         Inventories and Equipment on Operating Leases, Net  HTML     48K 
                - Summary of Inventories (Details)                               
100: R73         Inventories and Equipment on Operating Leases, Net  HTML     58K  
                - Equipment on Operating Leases and Accumulated                  
                Depreciation (Details)                                           
101: R74         Inventories and Equipment on Operating Leases, Net  HTML     72K  
                - Estimated Minimum Future Revenues Associated                   
                with Equipment on Operating Leases (Details)                     
102: R75         Inventories and Equipment on Operating Leases, Net  HTML     42K  
                - Additional Information (Details)                               
103: R76         Investment in Affiliates, at Equity - Equity in     HTML     46K  
                Net Income (Loss) of Unconsolidated Affiliates                   
                (Details)                                                        
104: R77         Investment in Affiliates, at Equity - Additional    HTML     53K  
                Information (Details)                                            
105: R78         Investment in Affiliates, at Equity - Summary of    HTML     59K  
                Fuji Xerox (Details)                                             
106: R79         Restructuring Programs - Additional Information     HTML     64K  
                (Details)                                                        
107: R80         Restructuring Programs - Information Related to     HTML     78K  
                Restructuring Program Activity (Details)                         
108: R81         Restructuring Programs - Summary Of Reconciliation  HTML     46K  
                to Statements of Cash Flows (Details)                            
109: R82         Restructuring Programs - Certain Related Costs      HTML     48K  
                Incurred in Connection with Restructuring Programs               
                (Details)                                                        
110: R83         Debt - Interest Expense and Income (Details)        HTML     42K  
111: R84         Financial Instruments - Additional Information      HTML     67K  
                (Details)                                                        
112: R85         Financial Instruments - Fair Value Hedges           HTML     48K  
                (Details)                                                        
113: R86         Financial Instruments - Summary of Derivative       HTML     70K  
                Instruments Fair Value (Details)                                 
114: R87         Financial Instruments - Summary of Derivative       HTML     78K  
                Instruments Gain (Losses) (Details)                              
115: R88         Financial Instruments - Summary of Gains (Losses)   HTML     43K  
                Non-designated Derivative Instruments (Details)                  
116: R89         Fair Value of Financial Assets and Liabilities -    HTML     63K  
                Recurring (Details)                                              
117: R90         Fair Value of Financial Assets and Liabilities -    HTML     51K  
                Nonrecurring (Details)                                           
118: R91         Employee Benefit Plans (Details)                    HTML    136K  
119: R92         Shareholders' Equity (Details)                      HTML    111K  
120: R93         Shareholders' Equity - Treasury Stock (Details)     HTML     57K  
121: R94         Stock-Based Compensation - Compensation Expense     HTML     42K  
                (Details)                                                        
122: R95         Stock-Based Compensation - Additional Information   HTML     82K  
                (Details)                                                        
123: R96         Stock-Based Compensation - Summary of Key           HTML     60K  
                Valuation Input Assumptions (Details)                            
124: R97         Stock-Based Compensation - Absolute Share Price     HTML     48K  
                Compared Against Total Return Targets (Details)                  
125: R98         Other Comprehensive Income (Loss) (Details)         HTML    144K  
126: R99         Other Comprehensive Income (Loss) - Accumulated     HTML     64K  
                Other Comprehensive Loss (Aocl) (Details)                        
127: R100        Earnings per Share - Computation of Basic and       HTML     80K  
                Diluted Earnings (Details)                                       
128: R101        Earnings per Share - Anti-Dilutive Securities       HTML     50K  
                (Details)                                                        
129: R102        Contingencies and Litigation - Brazilian Tax        HTML     47K  
                Contingencies (Details)                                          
130: R103        Contingencies and Litigation - Litigation Against   HTML     47K  
                Company (Details)                                                
131: R104        Contingencies and Litigation - Other Pending        HTML     48K  
                Litigation (Details)                                             
133: XML         IDEA XML File -- Filing Summary                      XML    234K  
27: XML         XBRL Instance -- xrxcombined-63019x10q_htm           XML   7.19M 
132: EXCEL       IDEA Workbook of Financial Reports                  XLSX    151K  
23: EX-101.CAL  XBRL Calculations -- xrx-20190630_cal                XML    405K 
24: EX-101.DEF  XBRL Definitions -- xrx-20190630_def                 XML   1.03M 
25: EX-101.LAB  XBRL Labels -- xrx-20190630_lab                      XML   2.47M 
26: EX-101.PRE  XBRL Presentations -- xrx-20190630_pre               XML   1.46M 
22: EX-101.SCH  XBRL Schema -- xrx-20190630                          XSD    271K 
134: JSON        XBRL Instance as JSON Data -- MetaLinks              523±   789K  
135: ZIP         XBRL Zipped Folder -- 0001770450-19-000006-xbrl      Zip    818K  


‘EX-10.13’   —   Material Contract


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 <!   C:   C: 
  Exhibit  

EXHIBIT 10.13

Agreement for Non-Employee Directors—2004 Equity Compensation Plan for Non-Employee Directors; DSUs Only
 
AGREEMENT PURSUANT TO
 
XEROX CORPORATION
 
2004 EQUITY COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
 
AGREEMENT, by Xerox Corporation, a New York corporation (the “Company”), dated as of the date which appears as the “Date of Agreement and Award” in the Award Summary attached hereto (the “Award Summary”) in favor of the individual whose name appears on the Award Summary, a non-employee Director of the Company (the “Director”).
 
In accordance with the provisions of the “Xerox Corporation 2004 Equity Compensation Plan for Non-Employee Directors” (as from time to time amended, the “Plan”), the Board of Directors of the Company (the “Board”) has authorized the execution and delivery of this Agreement.
 
Terms used herein which are defined in the Plan or in this Agreement shall have the meanings assigned to them in the Plan or this Agreement, respectively.
 
The Award Summary contains the details of the awards covered by this Agreement and is incorporated herein in its entirety.
 
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration the Company agrees as follows:
 
AWARD OF DEFERRED STOCK UNITS
 
1. Award of Deferred Stock Units. Subject to all terms and conditions of the Plan and this Agreement, the Company has awarded to the Director on the date indicated on the Award Summary the number of Deferred Stock Units (individually, the “DSU”) as shown on the Award Summary.
 
TERMS OF THE DEFERRED STOCK UNITS
 
2. Vesting. The DSU shall vest on the vesting date indicated in the Award Summary or the date of death if sooner, (the “Vesting Date”). If, prior to the Vesting Date, a Director terminates Board service for any reason other than death, the Director shall forfeit the entire DSU. On the date of death, if prior to the Vesting Date, the entire DSU shall vest without proration.

3. Deferral Period and Entitlement to Shares. Upon the lapse of the Deferral Period indicated on the Award Summary in connection with the DSU, which shall be thirty (30) days following the earlier of (a) termination of Board service or (b) the date of death, the Company shall deliver to Director or his or her estate, as the case may be, a certificate or certificates for, or shall deliver in book form, the number of shares of Common Stock equal to the number of vested DSUs as to which a Deferral Period has lapsed. No fractional shares shall be issued.
 
 
4. Dividend Equivalents. Director shall be entitled to receive from the Company dividend equivalents, which are credited in the form of additional DSUs payable in Common Stock following the lapse of the Deferral Period, as follows:

(i) dividend equivalents equaling the same amount(s) that the holder of record of a number of shares of Common Stock equal to the number of DSUs covered by this Agreement, that are held by Director on the close of business on the business day immediately preceding the Vesting Date, would



have been entitled to receive as dividends on such Common Stock during the period commencing on the Date of Agreement and Award and ending on the date such DSUs vest, as provided under Paragraph 2; and

(ii) dividend equivalents, at the same time and in the same amounts that the holder of record of a number of shares of Common Stock equal to the number of vested DSUs covered by the Agreement would be entitled to receive as dividends on such Common Stock. Such right to dividend equivalents on a DSU covered hereby shall apply to all dividends the record date of which occurs at any time during the period commencing on the date such DSU has vested and ending on the date that Director becomes a shareholder of record with respect to such DSU as a result of the lapse of a Deferral Period as provided under Paragraph 3.  
OTHER TERMS
 
5. Rights of a Shareholder. Director shall have no rights as a shareholder with respect to any shares covered by this Agreement until the date of issuance of a stock certificate to him for such shares. Except as otherwise provided herein, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued or the date the shares are delivered in book form.
 
6. Non-Assignability. This Agreement shall not be assignable or transferable by Director except by will or by the laws of descent and distribution except pursuant to a domestic relations order entered by a court of competent jurisdiction. During the lifetime of Director, the shares of Common Stock issued in connection with DSUs shall be delivered only to Director.
 
7. General Restrictions. If at any time the Chief Executive Officer of the Company (“CEO”) shall determine, in his/her discretion, that the listing, registration or qualification of any shares subject to this Agreement upon any securities exchange or under any state or Federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, the awarding of or the issuance of DSUs or shares hereunder, the DSUs or shares may not be awarded or issued unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the CEO and any delay caused thereby shall in no way affect the date of termination of the award.
 
8. Tax Withholding and Information Reporting. Whenever the Plan provides that shares of Common Stock are to be delivered following the lapse of the Deferral Period, the Company shall have the right to require Director to remit to the Company an amount sufficient to satisfy any federal, state, and/or local withholding tax requirements prior to the delivery of such certificates. In addition, the Company shall have the right to satisfy any withholding requirements by withholding shares of Common Stock from the shares of Common Stock otherwise deliverable to Director, provided, however, that no shares of Common Stock are to be withheld with a value exceeding the minimum amount of tax required to be withheld by law. The Company will report income to Director on IRS Form 1099, 1042-S, or other appropriate information form or return.
 
9. Amendment of this Agreement. With the consent of Director, the Board may amend this Agreement in a manner not inconsistent with the Plan.
 
10. Notices. Notices hereunder shall be in writing and if to the Company shall be mailed to the Company at 201 Merritt 7, Norwalk, Connecticut 06851, addressed to the attention of Office of Corporate Secretary, and if to Director shall be delivered personally or mailed to Director at his address as the same appears on the records of the Company.
 
11. Interpretation of This Agreement. The Board shall have the authority to interpret the Plan and this Agreement and to take whatever administrative actions, including correction of administrative errors in the awards subject to this Agreement and in this Agreement, as the Board in its or his sole good faith judgment shall be determined to be advisable. All decisions, interpretations and administrative actions



made by the Board hereunder or under the Plan shall be binding and conclusive on the Company and Director. In the event there is inconsistency between the provisions of this Agreement and of the Plan, the provisions of the Plan shall govern.
 
12. Successors and Assigns. This Agreement shall be binding and inure to the benefit of the parties hereto and the successors and assigns of the Company and to the extent provided in Paragraph 6 to the personal representatives, legatees and heirs of Director.
 
IN WITNESS WHEREOF, the Company has executed this Agreement as of the day and year set forth on the Award Summary.

 
 
XEROX CORPORATION
By:
 
 



4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/23/24  Xerox Holdings Corp.              10-K       12/31/23  195:41M
 2/23/23  Xerox Holdings Corp.              10-K       12/31/22  191:38M
 2/23/22  Xerox Holdings Corp.              10-K       12/31/21  190:35M
 2/25/21  Xerox Holdings Corp.              10-K       12/31/20  164:33M
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Filing Submission 0001770450-19-000006   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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