Item 5. Other Information
ITEM 5 — OTHER INFORMATION
None.
ITEM 6 — EXHIBITS
4.1
Registration Rights Agreement dated April 29, 2021 between Xerox Holdings Corporation and the Icahn Group and the Deason Group.
10.1
Nomination and Standstill Agreement dated as of January 26, 2021 by and among Xerox Holdings Corporation, Carl C. Icahn and the other parties named therein.
Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated January 26, 2021. See SEC file numbers 001-39013 and 001-04471.
10.2
Nomination and Standstill Agreement dated as of January 26, 2021 by and among Xerox Holdings Corporation and Darwin Deason.
Incorporated by reference to Exhibit 10.2 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated January 26, 2021. See SEC file numbers 001-39013 and 001-04471.
10.3
Officer Severance Program, as amended and restated effective February 17, 2021.
Incorporated by reference to Exhibit 10(a)(3) to Xerox Holdings Corporation's and Xerox Corporation's combined Annual Report on Form 10-K for the year ended December 31, 2020. See SEC file numbers 001-39013 and 001-04471.
10.4
Form of Leadership Retention Award under Xerox Holdings Corporation Performance Incentive Plan ("XHCPIP").
Incorporated by reference to Exhibit 10( f )( 9 ) to Xerox Holdings Corporation's and Xerox Corporation's combined Annual Report on Form 10-K for the year ended December 31, 2020. See SEC file numbers 001-39013 and 001-04471.
10.5
Form of Omnibus Award Agreement under XHCPIP: PIP; ELTIP; RSUs (2-year ratable 50/50).
Incorporated by reference to Exhibit 10( f )( 10 ) to Xerox Holdings Corporation's and Xerox Corporation's combined Annual Report on Form 10-K for the year ended December 31, 2020. See SEC file numbers 001-39013 and 001-04471.
10.6
Form of Omnibus Award Agreement under XHCPIP: PIP; ELTIP; RSUs (3-year ratable 33/33/34).
Incorporated by reference to Exhibit 10(f)(11) to Xerox Holdings Corporation's and Xerox Corporation's combined Annual Report on Form 10-K for the year ended December 31, 2020. See SEC file numbers 001-39013 and 001-04471.
10.7
Management Incentive Plan for 2021.
Incorporated by reference to Exhibit 10( f )( 14 ) to Xerox Holdings Corporation's and Xerox Corporation's combined Annual Report on Form 10-K for the year ended December 31, 2020. See SEC file numbers 001-39013 and 001-04471.
Xerox 2021 Form 10-Q 60
10.8
Performance elements for 2021 Executive Long-Term Incentive Program.
Incorporated by reference to Exhibit 10( f )( 15 ) to Xerox Holdings Corporation's and Xerox Corporation's combined Annual Report on Form 10-K for the year ended December 31, 2020. See SEC file numbers 001-39013 and 001-04471.
10.9
Form of Deferred Stock Unit (“DSU”) Agreement under Xerox Holdings Corporation Equity Compensation Plan for Non-Employee Directors.
10.10
Form of DSU Award Summary under Xerox Holdings Corporation Equity Compensation Plan for Non-Employee Directors.
10.11
Form of Restricted Stock Unit (“RSU”) Agreement under Xerox Holdings Corporation Equity Compensation Plan for Non-Employee Directors.
10.12
Form of RSU Award Summary under Xerox Holdings Corporation Equity Compensation Plan for Non-Employee Directors.
31(a)(1)
Certification of Xerox Holdings Corporation CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).
31(a)(2)
Certification of Xerox Corporation CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).
31(b)(1)
Certification of Xerox Holdings Corporation CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a).
31(b)(2)
Certification of Xerox Corporation CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a).
32(a)
Certification of Xerox Holdings Corporation CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32(b)
Certification of Xerox Corporation CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 The following financial information from Xerox Holdings Corporation and Xerox Corporation's combined Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 was formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Xerox Holdings Corporation Condensed Consolidated Statements of Income (Loss), (ii) Xerox Holdings Corporation Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) Xerox Holdings Corporation Condensed Consolidated Balance Sheets, (iv) Xerox Holdings Corporation Condensed Consolidated Statements of Cash Flows, (v) Xerox Corporation Condensed Consolidated Statements of Income (Loss), (vi) Xerox Corporation Condensed Consolidated Statements of Comprehensive Income (Loss), (vii) Xerox Corporation Condensed Consolidated Balance Sheets, (viii) Xerox Corporation Condensed Consolidated Statements of Cash Flows, and (ix) Notes to the Condensed Consolidated Financial Statements.
104 The cover page from this Quarterly Report on Form 10-Q, (formatted as Inline XBRL and contained in Exhibit 101).
Xerox 2021 Form 10-Q 61
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signatures for each undersigned shall be deemed to relate only to matters having reference to such company and its subsidiaries.
XEROX HOLDINGS CORPORATION
(Registrant)
By: / S / J OSEPH H. M ANCINI , J R .
Joseph H. Mancini, Jr.
Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
Date: April 30, 2021
XEROX CORPORATION
(Registrant)
By: / S / J OSEPH H. M ANCINI , J R .
Joseph H. Mancini, Jr.
Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
Date: April 30, 2021
Xerox 2021 Form 10-Q 62
EXHIBIT INDEX
4.1
Registration Rights Agreement dated April 29, 2021 between Xerox Holdings Corporation and the Icahn Group and the Deason Group.
10.1
Nomination and Standstill Agreement dated as of January 26, 2021 by and among Xerox Holdings Corporation, Carl C. Icahn and the other parties named therein.
Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated January 26, 2021. See SEC file numbers 001-39013 and 001-04471.
10.2
Nomination and Standstill Agreement dated as of January 26, 2021 by and among Xerox Holdings Corporation and Darwin Deason.
Incorporated by reference to Exhibit 10.2 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated January 26, 2021. See SEC file numbers 001-39013 and 001-04471.
10.3
Officer Severance Program, as amended and restated effective February 17, 2021.
Incorporated by reference to Exhibit 10(a)(3) to Xerox Holdings Corporation's and Xerox Corporation's combined Annual Report on Form 10-K for the year ended December 31, 2020. See SEC file numbers 001-39013 and 001-04471.
10.4
Form of Leadership Retention Award under Xerox Holdings Corporation Performance Incentive Plan ("XHCPIP").
Incorporated by reference to Exhibit 10(f)(9) to Xerox Holdings Corporation's and Xerox Corporation's combined Annual Report on Form 10-K for the year ended December 31, 2020. See SEC file numbers 001-39013 and 001-04471.
10.5
Form of Omnibus Award Agreement under XHCPIP: PIP; ELTIP; RSUs (2-year ratable 50/50).
Incorporated by reference to Exhibit 10(f)(10) to Xerox Holdings Corporation's and Xerox Corporation's combined Annual Report on Form 10-K for the year ended December 31, 2020. See SEC file numbers 001-39013 and 001-04471.
10.6
Form of Omnibus Award Agreement under XHCPIP: PIP; ELTIP; RSUs (3-year ratable 33/33/34).
Incorporated by reference to Exhibit 10(f)(11) to Xerox Holdings Corporation's and Xerox Corporation's combined Annual Report on Form 10-K for the year ended December 31, 2020. See SEC file numbers 001-39013 and 001-04471.
10.7
Management Incentive Plan for 2021.
Incorporated by reference to Exhibit 10(f)(14) to Xerox Holdings Corporation's and Xerox Corporation's combined Annual Report on Form 10-K for the year ended December 31, 2020. See SEC file numbers 001-39013 and 001-04471.
10.8
Performance elements for 2021 Executive Long-Term Incentive Program.
Incorporated by reference to Exhibit 10(f)(15) to Xerox Holdings Corporation's and Xerox Corporation's combined Annual Report on Form 10-K for the year ended December 31, 2020. See SEC file numbers 001-39013 and 001-04471.
10.9
Form of Deferred Stock Unit (“DSU”) Agreement under Xerox Holdings Corporation Equity Compensation Plan for Non-Employee Directors.
10.10
Form of DSU Award Summary under Xerox Holdings Corporation Equity Compensation Plan for Non-Employee Directors.
10.11
Form of Restricted Stock Unit (“RSU”) Agreement under Xerox Holdings Corporation Equity Compensation Plan for Non-Employee Directors.
10.12
Form of RSU Award Summary under Xerox Holdings Corporation Equity Compensation Plan for Non-Employee Directors.
31(a)(1)
Certification of Xerox Holdings Corporation CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).
31(a)(2)
Certification of Xerox Corporation CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).
31(b)(1)
Certification of Xerox Holdings Corporation CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a).
31(b)(2)
Certification of Xerox Corporation CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a).
32(a)
Certification of Xerox Holdings Corporation CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32(b)
Certification of Xerox Corporation CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Xerox 2021 Form 10-Q 63
101 The following financial information from Xerox Holdings Corporation and Xerox Corporation's combined Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 was formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Xerox Holdings Corporation Condensed Consolidated Statements of Income (Loss), (ii) Xerox Holdings Corporation Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) Xerox Holdings Corporation Condensed Consolidated Balance Sheets, (iv) Xerox Holdings Corporation Condensed Consolidated Statements of Cash Flows, (v) Xerox Corporation Condensed Consolidated Statements of Income (Loss), (vi) Xerox Corporation Condensed Consolidated Statements of Comprehensive Income (Loss), (vii) Xerox Corporation Condensed Consolidated Balance Sheets, (viii) Xerox Corporation Condensed Consolidated Statements of Cash Flows, and (ix) Notes to the Condensed Consolidated Financial Statements.
104 The cover page from this Quarterly Report on Form 10-Q, (formatted as Inline XBRL and contained in Exhibit 101).
Xerox 2021 Form 10-Q 64