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What changed 10-K

Item 9A. Controls and Procedures

2023-02-22 compared with 2022-02-23 · 32 added, 27 removed, 193 unchanged (23% of the section changed)

37 unchanged sentences

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

CNDT 2021 Annual Report

Information required by this Item is incorporated herein by reference to the subsections entitled "Securities Ownership," and “Equity Compensation Plan Information” under “Proposal 1 - Election of Directors” in our 2023 Proxy Statement.

CNDT 2022 Annual Report

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

77 unchanged sentences

(See SEC File Number 001-37817).

The management contracts or compensatory plans or arrangements listed below that are applicable to the executive officers named in the Summary Compensation Table which will appear in the Registrant’s 2022 Proxy Statement or to our directors are preceded by an asterisk (*).

*10.6(a)(i) Registrant’s Performance Incentive Plan dated as of December 15, 2016 (“PIP”).

Incorporated by reference to Exhibit 4.3 to Registrant’s Registration Statement No.

333-215361 dated December 29, 2016.

(See SEC File Number 001-37817).

*10.6(a)(ii) Form of Restricted Stock Unit Award Agreement 2020 under the PIP.

*10.6(a)(i) Form of Restricted Stock Unit Award Agreement 2020 under the PIP.

Incorporated by reference to Exhibit 10 6(a)(vi) to the Registrant’s Quarterly Report on Form 10-Q dated May 8, 2020.

(See SEC File Number 001-37817).

CNDT 2021 Annual Report

*10.6(a)(iii) Form of Performance Restricted Stock Unit Award Agreement 2020 under the PIP.

*10.6(a)(ii) Form of Performance Restricted Stock Unit Award Agreement 2020 under the PIP.

Incorporated by reference to Exhibit 10 6(a)(vii) to the Registrant’s Quarterly Report on Form 10-Q dated May 8, 2020.

(See SEC File Number 001-37817).

*10.6(a)(iv) Registrant’s 2021 Performance Incentive Plan (“ 2021 PIP”).

*10.6(a)(iii) Registrant’s 2021 Performance Incentive Plan (“2021 PIP”).

Incorporated by reference to Annex A to Registrant’s Proxy Filing on Schedule 14 dated April 9, 2021.

(See SEC File Number 001-37817).

*10.6(a)(v) Form of Restricted Stock Unit Award Agreement 2021 under the 2021 PIP.

CNDT 2022 Annual Report

*10.6(a)(iv) Form of Restricted Stock Unit Award Agreement 2021 under the 2021 PIP.

Incorporated by reference to Exhibit 10 6(a)(x) to the Registrant’s Quarterly Report on Form 10-Q dated August 5, 2021.

(See SEC File Number 001-37817).

*10.6(a)(vi) Form of Performance Stock Unit Award Agreement 2021 (Revenue Metric) under the 2021 PIP.

*10.6(a)(v) Form of Performance Stock Unit Award Agreement 2021 (Revenue Metric) under the 2021 PIP.

Incorporated by reference to Exhibit 10 6(a)(xi) to the Registrant’s Quarterly Report on Form 10-Q dated August 5, 2021.

(See SEC File Number 001-37817).

*10.6(a)(vii) Form of Performance Stock Unit Award Agreement 2021 (Share Hurdle Metric) under the 2021 PIP.

*10.6(a)(vi) Form of Performance Stock Unit Award Agreement 2021 (Share Hurdle Metric) under the 2021 PIP.

Incorporated by reference to Exhibit 10 6(a)(xii) to the Registrant’s Quarterly Report on Form 10-Q dated August 5, 2021.

(See SEC File Number 001-37817).

*10.6(a)(viii) Form of Agreement for Non-Employee Directors under 2021 PIP.

*10.6(a)(vii) Form of Restricted Stock Unit Award Agreement 2022 under the 2021 PIP

Incorporated by reference to Exhibit 10 6(a)(ix) to the Registrant’s Quarterly Report on Form 10-Q dated May 3, 2022.

(See SEC File Number 001-37817).

*10.6(a)(viii) Form of Performance Restricted Stock Unit Award Agreement 2022 under the 2021 PIP

Incorporated by reference to Exhibit 10 6(a)(ix) to the Registrant’s Quarterly Report on Form 10-Q dated May 3, 2022.

(See SEC File Number 001-37817).

*10.6(a)(ix) Form of Agreement for Non-Employee Directors under 2021 PIP.

Incorporated by reference to Exhibit 10 6(a)(xiii) to the Registrant’s Quarterly Report on Form 10-Q dated August 5, 2021.

(See SEC File Number 001-37817).

*10.6(b)(i) Registrant’s Equity Compensation Plan for Non-Employee Directors dated as of December 15, 2016 (“ECPNED”).

*10.6(a)(x) Registrant’s Equity Compensation Plan for Non-Employee Directors dated as of December 15, 2016 (“ECPNED”).

Incorporated by reference to Exhibit 4.4 to Registrant’s Registration Statement No.

1 unchanged sentence

(See SEC File Number 001-37817).

*10.6(b)(ii) Form of Agreement under the ECPNED.

Incorporated by reference to Exhibit 10.6(b)(ii) to the Registrant's Annual Report on Form 10-K dated March 10, 2017.

(See SEC File Number 001-37817).

*10.6.(c) Registrant's Executive Change in Control Severance Plan dated as of April 25, 2017.

*10.6(b) Registrant's Executive Change in Control Severance Plan dated as of April 25, 2017.

Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated August 28, 2017.

(See SEC File Number 001-37817).

*10.6(d) Letter Agreement dated May 21, 2019 between Conduent Incorporated and Clifford Skelton regarding compensation arrangements.

*10.6(c)(i) Letter Agreement dated May 21, 2019 between Conduent Incorporated and Clifford Skelton regarding compensation arrangements.

Incorporated by reference to Exhibit 10.6(h) to the Registrant’s Current Report on Form 8-K dated May 28, 2019.

(See SEC File Number 001-37817).

*10.6(d)(i) Letter Agreement dated August 6, 2019 between Conduent Incorporated and Clifford Skelton regarding compensation arrangements.

*10.6.(c)(ii) Letter Agreement dated August 6, 2019 between Conduent Incorporated and Clifford Skelton regarding compensation arrangements.

Incorporated by reference to Exhibit 10.6(j) to the Registrant’s Current Report on Form 8-K dated August 7, 2019.

(See SEC File Number 001-37817).

*10.6(d)(ii) Letter Agreement dated February 25, 2020 between Conduent Incorporated and Clifford Skelton regarding compensation arrangements.

*10.6(c)(iii) Letter Agreement dated February 25, 2020 between Conduent Incorporated and Clifford Skelton regarding compensation arrangements.

Incorporated by reference to Exhibit 10.6(e)(ii) to the Registrant’s Annual Report on Form 10-K dated February 26, 2020.

(See SEC File Number 001-37817).

*10.6(d)(iii) Letter Agreement dated February 23, 2021 between Conduent Incorporated and Clifford Skelton regarding compensation arrangements.

*10.6(c)(iv) Letter Agreement dated February 23, 2021 between Conduent Incorporated and Clifford Skelton regarding compensation arrangements.

Incorporated by reference to Exhibit 10.6(d)(iii) to the Registrant’s Annual Report on Form 10-K dated February 24, 2021.

(See SEC File Number 001-37817).

*10.6(e) Letter Agreement dated May 5, 20 2 1 between Conduent Incorporated and Stephen Wood regarding compensation arrangements.

*10.6(d) Letter Agreement dated May 5, 2021 between Conduent Incorporated and Stephen Wood regarding compensation arrangements.

Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated May 5, 2021.

(See SEC File Number 001-37817).

*10.6(f) Letter Agreement dated May 15, 2019 between Conduent Incorporated and Mark S.

*10.6(e) Letter Agreement dated May 15, 2019 between Conduent Incorporated and Mark S.

Incorporated by reference to Exhibit 10.6(h) to the Registrant’s Annual Report on Form 10-K dated February 26, 2020.

(See SEC File Number 001-37817).

CNDT 2021 Annual Report

*10.6(g) Letter Agreement dated November 5, 2019 between Conduent Incorporated and Michael Krawitz .

*10.6(f) Letter Agreement dated November 5, 2019 between Conduent Incorporated and Michael Krawitz .

Incorporated by reference to Exhibit 10.6(i) to the Registrant’s Annual Report on Form 10-K dated February 26, 2020.

(See SEC File Number 001-37817).

*10.6(g) U.S.

Executive Severance Policy, as amended

CNDT 2022 Annual Report

Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q dated August 2, 2022.

(See SEC File Number 001-37817)

21.1** List of subsidiaries of Registrant.

11 unchanged sentences

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Indicates management contract or compensatory plan or arrangement.

** Filed herewith.

*** Furnished herewith.

CNDT 2022 Annual Report

28 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.