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Item 9A. Controls and Procedures

2025-02-24 compared with 2024-02-23 · 206 added, 131 removed, 499 unchanged (40% of the section changed)

18 unchanged sentences

In connection with the evaluation required by paragraph (d) of Rule 13a-15 under the Exchange Act, there was no change identified in our internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

An assessment of internal controls over financial reporting of a recently acquired business may be excluded from management's evaluation of disclosure controls and procedures for up to a year from the date of acquisition.

We excluded ITsavvy Acquisition Company, Inc.

(ITsavvy) from our assessment of disclosure controls and procedures as of December 31, 2024 as it was acquired by the Company during the fourth quarter 2024.

ITsavvy is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment of internal controls represented less than 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

Xerox 2024 Annual Report 158

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Xerox Corporation

16 unchanged sentences

We excluded ITsavvy Acquisition Company, Inc.

(ITsavvy) from our assessment of disclosure controls and procedures as of December 31, 2024 as it was acquired by the Company during the fourth quarter 2024.

Xerox 2024 Annual Report 159

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Other Information

Trading Plans

None of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this report.

Separation and Release Agreement

On February 23, 2025, Xerox Corporation entered into a General Release, Non-Competition and Non-Solicitation Agreement (the Release Agreement) with Xavier Heiss, its former EVP, Chief Financial Officer who, as previously disclosed, retired effective as of January 31, 2025 (the Retirement Date).

Pursuant to the Release Agreement, Mr.

Heiss will be entitled to continued vesting of all outstanding restricted stock units held by him as of the Retirement Date through their original vesting dates in exchange for a release of claims in favor of Xerox S.A.S.

and its affiliates.

The Release Agreement also subjects Mr.

Heiss to customary non-disparagement obligations, as well as non-competition and non-solicitation covenants that will apply for 18 months following the Retirement Date and a general cooperation covenant that survives for 36 months following the Retirement Date.

The Release Agreement also contains a release of claims in favor of Mr.

Heiss and a non-disparagement covenant in his favor.

The foregoing description of the Release Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Release Agreement, a copy of which is attached as Exhibit 10 ( ff ) to this Annual Report on Form 10-K and incorporated herein by reference.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

Xerox 2024 Annual Report 160

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Directors, Executive Officers and Corporate Governance

7 unchanged sentences

Flor Colón 61 Chief Legal Officer and Corporate Secretary 2024 2024

Mirlanda Gecaj 51 Chief Financial Officer 2025 2022

Jacques-Edouard Gueden 59 Chief Channel and Partner Officer 2024 2021

Xavier Heiss 61 Chief Financial Officer 2020 2015

Suzan Morno-Wade 56 Chief Human Resource Officer 2018 2018

Pastor 39 Chief Transformation and Administrative Officer 2024 2024 (1)

Mirlanda Gecaj 50 Chief Accounting Officer 2022 2022

(1) For additional information regarding Louis J.

Pastor's prior work experience at Xerox refer to his biography below.

Pastor 40 Chief Administrative Officer and Global Head of Operations 2024 2024

William Twomey 49 Chief Accounting Officer 2025 2025

Bandrowczak was appointed Chief Executive Officer of Xerox in 2022 and previously served as President and Chief Operations Officer of Xerox since 2018.

10 unchanged sentences

Colón held various leadership positions within Xerox, most recently serving as Deputy General Counsel, Corporate Secretary and Chief Ethics Officer.

Gecaj was named Executive Vice President and Chief Financial Officer in 2025.

In her role, Ms.

Gecaj oversees the company’s finance organization, including global corporate finance strategy, planning and analysis, accounting, treasury, taxes, audit, enterprise risk management, Xerox TM Financial Services, and investor relations.

Prior to her current role, Ms.

Gecaj served as Vice President and Chief Accounting Officer.

Previously, Ms.

Gecaj spent five years at Element Solutions Inc., where, she most recently served as Vice President, Global Shared Service Strategy.

Prior to joining Element Solutions, she was a senior manager with PricewaterhouseCoopers.

Gueden was named Executive Vice President and Chief Channel and Partner Officer in 2024.

1 unchanged sentence

Gueden has held various senior management roles during his more than 30-year career with Xerox, most recently as President of EMEA Operations beginning in 2021, where he led the company’s go-to-market teams in Europe, the Middle East, Africa and Eurasian countries to bring Xerox’s full portfolio of products, services and software to clients and partners.

Heiss was named Executive Vice President and Chief Financial Officer in 2021.

In his role, Mr.

Heiss oversees the company’s finance organization, including global corporate finance strategy, planning and analysis, order to cash, accounting, treasury, taxes, audit, enterprise risk management, Xerox Financial Services, and investor relations.

Prior to his current role, Mr.

Heiss served as Interim Chief Financial Officer beginning in September 2020.

Previously, he was the President of EMEA Operations, and Controller and Chief Financial Officer of Americas Operations.

During his more than 30-year career with Xerox, he has held various finance and sales management roles in Europe and the U.S.

Morno-Wade joined Xerox in 2016 and was named Executive Vice President and Chief Human Resources Officer in 2018.

She is responsible for human resources, payroll, security, internal communications, and philanthropy.

Prior to Xerox, Ms.

Morno-Wade was Vice President, Compensation, Benefits and HR Operations and Information Systems at Hess Corporation.

Xerox 2023 Annual Report 142

Pastor joined Xerox in 2024 as Executive Vice President and Chief Transformation and Administrative Officer.

Pastor joined Xerox in 2024 as Executive Vice President and Chief Administrative Officer and Global Head of Operations.

Pastor is responsible for information technology, information security, real estate, the Xerox Reinvention Office, and Xerox’s Global Business Services organization.

Pastor previously served as Executive Vice President, Chief Corporate Development Officer and Chief Legal Officer for Xerox until April 2023, after first joining the company in October 2018 as Executive Vice President and General Counsel.

Gecaj joined Xerox in 2022 as Vice President and Chief Accounting Officer.

Prior to this appointment, Ms.

Gecaj spent five years at Element Solutions Inc., where, she most recently served as Vice President, Global Shared Service Strategy.

Prior to joining Element Solutions, she was a senior manager with PricewaterhouseCoopers.

Twomey joined Xerox in 2025 as Vice President and Chief Accounting officer.

Prior to this appointment, Mr.

Twomey spent 10 years at Paramount Global where he most recently served as Senior Vice President, Global

Xerox 2024 Annual Report 161

Table of Contents Legal Sign-off 2.24.25

Accounting Operations.

Prior to his role at Paramount Global Mr.

Twomey held various accounting roles at Trusted Media Brands and Focus Financial Partners.

Twomey began his career with PricewaterhouseCoopers where he was an audit manager.

Code of Business Conduct

We have adopted a code of ethics that applies to all employees, including executive officers and directors.

The Code of Business Conduct is available on the Corporate Social Responsibility page of our website at www.xerox.com.

A copy of the Code of Business Conduct is available, free of charge, by submitting a written request to:

Xerox Corporation, Business Ethics and Compliance Office, 201 Merritt 7 Norwalk, CT 06851–1056 U.S.A.

If we ever were to amend or waive any provision of our Code of Business Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, we intend to satisfy our disclosure obligations with respect to any such waiver or amendment by posting such information on our internet website set forth above rather than filing a Form 8-K.

Executive Compensation

7 unchanged sentences

Xerox 2024 Annual Report 162

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Exhibit and Financial Statement Schedules

2 unchanged sentences

▪ Xerox Corporation Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) ;

▪ Xerox Holdings Corporation Consolidated Statements of Income (Loss) for each of the years in the three-year period ended December 31, 2023 ;

▪ Xerox Corporation Consolidated Statements of Income (Loss) for each of the years in the three-year period ended December 31, 2023 ;

▪ Xerox Holdings Corporation Consolidated Statements of (Loss) Income for each of the years in the three-year period ended December 31, 2024 ;

▪ Xerox Corporation Consolidated Statements of (Loss) Income for each of the years in the three-year period ended December 31, 2024 ;

▪ Xerox Holdings Corporation Consolidated Statements of Comprehensive Loss for each of the three years in the period ended December 31, 2024 ;

14 unchanged sentences

Xerox 2024 Annual Report 163

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Xerox Holdings Corporation

29 unchanged sentences

(1) Reflects other increases (decreases) to our valuation allowance, including the effects of currency.

These did not affect Income tax benefit in total as there was a corresponding adjustment to Deferred tax assets or Other comprehensive (loss) income.

These did not affect Income tax benefit in total as there was a corresponding adjustment to Deferred tax assets or Other comprehensive loss.

Xerox 2024 Annual Report 164

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Xerox Corporation

29 unchanged sentences

(1) Reflects other increases (decreases) to our valuation allowance, including the effects of currency.

These did not affect Income tax benefit in total as there was a corresponding adjustment to Deferred tax assets or Other comprehensive (loss) income.

These did not affect Income tax benefit in total as there was a corresponding adjustment to Deferred tax assets or Other comprehensive loss.

Xerox 2024 Annual Report 165

Index of E xhibits

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Index of Exhibits

Xerox Holdings Corporation

8 unchanged sentences

Second Amended and Restated By-Laws of Xerox Corporation dated February 14, 2024.

Incorporated by reference to Exhibit 3(b)(1) to Xerox Holdings Corporation's and Xerox Corporation's Combined Annual Report on Form 10-K dated February 23, 2024.

See SEC File Numbers 001-39013 and 001-04471.

Amended and Restated By-Laws of Xerox Holdings Corporation dated February 17, 2022.

15 unchanged sentences

Description of Xerox Holdings Corporation Capital Stock.

Incorporated by reference to Exhibit 4(d) to Xerox Holdings Corporation’s and Xerox Corporation’s combined Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

See SEC File Numbers 001-39013 and 001-04471.

Form of Registration Rights Agreement dated as of April 2021 by and among Xerox Holdings Corporation, Carl C.

2 unchanged sentences

See SEC File Numbers 001-39013 and 001-04471.

4(h) Instruments with respect to long-term debt where the total amount of securities authorized thereunder does not exceed 10 percent of the total assets of Xerox Holdings Corporation and/or Xerox Corporation, as applicable, and its subsidiaries on a consolidated basis have not been filed.

Indenture, dated March 20, 2024 (the “Indenture”), by and among Xerox Holdings Corporation, Xerox Corporation and Xerox Business Solutions, LLC, as guarantors, and U.S.

Bank Trust Company, National Association, as trustee, with respect to Xerox Holdings Corporation’s 8.875% Senior Notes due 2029.

Incorporated by reference to Exhibit 4.1 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 8-K dated March 25, 2024.

See SEC File Numbers 001-39013 and 001-04471.

Xerox 2024 Annual Report 166

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Indenture, dated March 11, 2024 (the “Indenture”), among Xerox Holdings Corporation, as issuer, Xerox Corporation and Xerox Business Solutions, LLC, as guarantors, and U.S.

Bank Trust Company, National Association, as trustee., with respect to Xerox Holding Corporation’s 3.75% Senior Notes due 2030.

Incorporated by reference to Exhibit 4.1 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 8-K dated March 12, 2024.

See SEC File Numbers 001-39013 and 001-04471.

4(j) Instruments with respect to long-term debt where the total amount of securities authorized thereunder does not exceed 10 percent of the total assets of Xerox Holdings Corporation and/or Xerox Corporation, as applicable, and its subsidiaries on a consolidated basis have not been filed.

Xerox Holdings Corporation and/or Xerox Corporation, as applicable, agrees to furnish to the Commission a copy of each such instrument upon request.

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 fiscal year ended December 31, 2020.

See SEC File Nos.

Officer Severance Program, as amended and restated effective March 11, 2024.

Incorporated by reference to Exhibit 10 .1 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Annual Report on Form 8-K dated March 15, 2024 See SEC File Nos.

001-39013 and 001-04471.

10(b) [Reserved]

Xerox 2023 Annual Report 147

Compensation Plan Agreement, dated as of July 31, 2019 between Xerox Corporation and Xerox Holdings Corporation.

7 unchanged sentences

See SEC File Number 001-04471.

Form of Grant Summary under 2004 ECPNED.

Incorporated by reference to Exhibit 10(d)(3) to Xerox Corporation's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2005.

See SEC File Number 001-04471.

Form of DSU Deferral under 2004 ECPNED.

Incorporated by reference to Exhibit 10(d)(4) to Xerox Corporation's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2005.

See SEC File Number 001-04471.

10(d)(3) [Reserved]

10(d)(4) [Reserved]

Form of Deferred Stock Unit (“DSU”) Agreement under 2004 ECPNED.

2 unchanged sentences

001-39013 and 001-04471.

Form of DSU Award Summary under 2004 ECPNED.

Incorporated by reference to Exhibit 10.14 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019.

See SEC File Nos.

001-39013 and 001-04471.

10(d)(6) [Reserved]

Form of Restricted Stock Unit ("RSU") Agreement under 2004 ECPNED.

2 unchanged sentences

001-39013 and 001-04471.

Form of RSU Award Summary under 2004 ECPNED.

Incorporated by reference to Exhibit 10.16 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019.

See SEC File Nos.

001-39013 and 001-04471.

10(d)(8) [Reserved]

Xerox Holdings Corporation's 2004 Equity Compensation Plan for Non-Employee Directors, 2021 Amendment and Restatement ("2021 ECPNED")

5 unchanged sentences

001-39013 and 001-04471.

Form of DSU Award Summary under 2021 ECPNED.

Incorporated by reference to Exhibit 10.10 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended March 31, 2021.

See SEC File Nos.

001-39013 and 001-04471.

10(d)(11) [Reserved]

Form of Restricted Stock Unit (“RSU”) Agreement under 2021 ECPNED.

2 unchanged sentences

001-39013 and 001-04471.

Form of RSU Award Summary under 2021 ECPNED.

Incorporated by reference to Exhibit 10.12 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended March 31, 2021.

See SEC File Nos.

001-39013 and 001-04471.

10(d)(13) [Reserved]

Xerox 2024 Annual Report 167

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Xerox Corporation's 2004 Performance Incentive Plan, as amended and restated as of June 30, 2017 ("2017 PIP").

9 unchanged sentences

See SEC File Number 001-04471.

Form of Award Summary Under PIP;

PSU & RSU (ratable).

Incorporated by reference to Exhibit 10(e)(33) to Xerox Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

See SEC File Number 001-04471.

10(e)(4) [Reserved]

Form of Omnibus Award Agreement under PIP;

2 unchanged sentences

See SEC File Number 001-04471.

Form of Award Summary Under PIP;

RSU (ratable).

Incorporated by reference to Exhibit 10(e)(35) to Xerox Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

See SEC File Number 001-04471.

10(e)(6) [Reserved]

Form of Omnibus Award Agreement under PIP;

2 unchanged sentences

See SEC File Number 001-04471.

Form of Award Summary under PIP;

Stock Options.

Incorporated by reference to Exhibit 10(e)(37) to Xerox Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

See SEC File Number 001-04471.

10(e)(8) [Reserved]

Amendment No.

2 unchanged sentences

See SEC File Number 001-04471.

Amendment to CEO Option and Performance Share / Restricted Stock Unit Award Agreements.

Incorporated by reference to Exhibit 10.7 to Xerox Corporation's Quarterly Report on Form 10-Q for the Quarter ended June 30, 2018.

See SEC File Number 001-04471.

10(e)(10) [Reserved]

Amendment No.

20 unchanged sentences

See SEC File No.

Xerox 2023 Annual Report 149

Form of Performance Share Unit (“PSU”) Award Agreement under Xerox Corporation 2004 Performance Incentive Plan, as amended.

6 unchanged sentences

001-39013 and 001-04471.

Xerox 2024 Annual Report 168

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Form of One-Year RSU Agreement under Xerox Corporation 2004 Performance Incentive Plan, as amended.

26 unchanged sentences

001-39013 and 001-04471.

Performance Elements for 2020 Executive Long-Term Incentive Program.

Incorporated by reference to Exhibit 10(e)(43) to Xerox Holdings Corporation’s and Xerox Corporation’s combined Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

See SEC File Numbers 001-39013 and 001-04471.

Xerox Holdings Corporation Performance Incentive Plan (“XHCPIP”).

1 unchanged sentence

See SEC File Numbers 001-39013 and 001-04471.

Xerox 2023 Annual Report 150

Form of Omnibus Award Agreement under XHCPIP:

15 unchanged sentences

001-39013 and 001-04471.

Xerox 2024 Annual Report 169

Table of Contents Legal Sign-off 2.24.25

Form of Omnibus Award Agreement under XHCPIP:

7 unchanged sentences

001-39013 and 001-04471.

Description of Leadership Retention Awards and RSU Awards for 2020.

Incorporated by reference to Item 5.02 of Xerox Holdings Corporation’s and Xerox Corporation's Current Report on Form 8-K dated November 19, 2020.

See SEC File Numbers 001-39013 and 001-04471.

Form of Leadership Retention Award under 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 fiscal year ended December 31, 2020.

See SEC File Numbers 001-39013 and 001-04471.

10(f)(8) [Reserved]

10(f)(9) [Reserved]

Form of Omnibus Award Agreement under XHCPIP:

14 unchanged sentences

001-39013 and 001-04471.

Management Incentive Plan for 2021.

Incorporated by reference to Exhibit 10(f)(14) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2022.

See SEC File Number 001-39013.

Xerox 2023 Annual Report 151

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 fiscal year ended December 31, 2020.

See SEC File Numbers 001-39013 and 001-04471.

10(f)(14) [Reserved]

10(f)(15) [Reserved]

Xerox Holdings Corporation Performance Incentive Plan, as amended through October 21, 2021.

13 unchanged sentences

See SEC File Number 001-39013.

Management Incentive Plan for 2022.

Incorporated by reference to Exhibit 10(f)(21) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2022.

See SEC File Number 001-39013.

Performance Elements for 2022 Executive Long-Term Incentive Program.

Incorporated by reference to Exhibit 10(f)(22) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2022.

See SEC File Number 001-39013.

10(f)(21) [Reserved]

10(f)(22) [Reserved]

Form of 2023 Restricted Stock Unit Award Agreement, 3-year, cash-settled under XHCPIP, amended and effective as of October 21, 2021.

1 unchanged sentence

See SEC File Number 001-39013.

Xerox 2024 Annual Report 170

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Form of 2023 Restricted Stock Unit Award Agreement, 2-year, cash-settled under XHCPIP, amended and effective as of October 21, 2021.

13 unchanged sentences

See SEC File Number 001-39013.

Xerox 2023 Annual Report 152

Form of 2023 Restricted Stock Unit Award Agreement, 2-year under XHCPIP, amended and effective as of October 21, 2021.

7 unchanged sentences

See SEC File Number 001-39013.

Management Incentive Plan for 2023

10(f)(32) [Reserved]

10(f)(33) [Reserved]

10(f)(34) [Reserved]

10(f)(35) [Reserved]

10(f)(36) [Reserved]

10(f)(37) [Reserved]

Form of 2023 XSIP Performance Stock Unit Award Agreement, cash-settled under XHCPIP, amended and effective on February 21, 2024.

Incorporated by reference to Exhibit 10(f)(38) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2024.

See SEC File Number 001-39013.

Management Incentive Plan for 2022 Performance Report

Form of 2023 XSIP Performance Stock Unit Award Agreement, stock-settled under XHCPIP, amended and effective on February 21, 2024.

Incorporated by reference to Exhibit 10(f)(39) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2024.

See SEC File Number 001-39013.

Performance Elements for 2023 Executive Long-Term Incentive Program

Form of 2023 E-LTIP Performance Stock Unit Award Agreement, under XHCPIP, amended and effective on February 21, 2024.

Incorporated by reference to Exhibit 10(f)(40) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2024.

See SEC File Number 001-39013.

Performance Elements for 2024 Executive Long-Term Incentive Program

Management Incentive Plan for 2023 Performance

Management Incentive Plan for 2024

Form of 2024 XSIP Performance Stock Unit Award Agreement, cash-settled under XHCPIP, amended and effective on February 21, 2024.

Form of 2023 XSIP Performance Stock Unit Award Agreement, stock-settled under XHCPIP, amended and effective on February 21, 2024.

Form of 2023 E-LTIP Performance Stock Unit Award Agreement, under XHCPIP, amended and effective on February 21, 2024.

Form of 2024 XSIP Performance Stock Unit Award Agreement, cash-settled under XHCPIP, amended and effective on February 21, 2024.

Incorporated by reference to Exhibit 10(f)(41) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2024.

See SEC File Number 001-39013.

Xerox 2024 Annual Report 171

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Form of 2024 XSIP Performance Stock Unit Award Agreement, stock-settled under XHCPIP, amended and effective on February 21, 2024.

Incorporated by reference to Exhibit 10(f)(42) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2024.

See SEC File Number 001-39013.

Form of 2024 E-LTIP Performance Stock Unit Award Agreement.

Incorporated by reference to Exhibit 10(f)(43) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2024.

See SEC File Number 001-39013.

Form of 2024 XSIP Restricted Stock Unit Award Agreement, under XHCPIP, amended and effective on February 21, 2024.

Compensation Terms for Xavier Heiss, Chief Financial Officer, effective January 1, 2021.

Incorporated by reference to Item 5.02 of Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated December 10, 2020.

See SEC File Numbers 001-39013 and 001-04471.

Incorporated by reference to Exhibit 10(f)(44) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2024.

See SEC File Number 001-39013.

Performance Elements for 2025 Executive Long-Term Incentive Program

Management Incentive Plan for 2024 Performance

Management Incentive Plan for 2025

Form of 2025 ELTIP Performance Share Unit Award Agreement Pursuant To Xerox Holdings Corporation 2024 Equity And Performance Incentive Plan - 3 Year, Effective February 19, 2025.

Form of 2025 ELTIP Restricted Stock Unit Award Agreement Pursuant To Xerox Holdings Corporation 2024 Equity And Performance Incentive Plan - 2 Year CEO/COO, Effective February 19, 2025.

Form of 2025 ELTIP Restricted Stock Unit Award Agreement Pursuant To Xerox Holdings Corporation 2024 Equity And Performance Incentive Plan - 3 Year, Effective February 19, 2025.

Form of 2025 ELTIP Restricted Stock Unit Award Agreement Pursuant To Xerox Holdings Corporation 2024 Equity And Performance Incentive Plan - 3 Year CEO/COO, Effective February 19, 2025.

Form of 2025 XSIP Restricted Stock Unit Award Agreement Pursuant To Xerox Holdings Corporation 2024 Equity And Performance Incentive Plan - 2 Year, Effective February 19, 2025.

Form of 2025 XSIP Restricted Stock Unit Award Agreement Pursuant To Xerox Holdings Corporation 2024 Equity And Performance Incentive Plan - 2 Year Cash-Settled, Effective February 19, 2025.

Form of 2025 XSIP Restricted Stock Unit Award Agreement Pursuant To Xerox Holdings Corporation 2024 Equity And Performance Incentive Plan - 3 Year, Effective February 19, 2025.

Form of 2025 XSIP Restricted Stock Unit Award Agreement Pursuant To Xerox Holdings Corporation 2024 Equity And Performance Incentive Plan - 3 Year Cash Settled, Effective February 19, 2025.

Form of 2025 ELTIP Performance Share Unit Award Agreement For CEO And COO Pursuant To Xerox Holdings Corporation 2024 Equity And Performance Incentive Plan - 3 Year, Effective February 19, 2025.

Form of 2025 ELTIP Restricted Stock Unit Award Agreement Pursuant To Xerox Holdings Corporation 2024 Equity And Performance Incentive Plan - 2 Year, Effective February 19, 2025.

2025 Appendix To International Award Agreements Pursuant To Xerox Holdings Corporation 2024 Equity And Performance Incentive Plan.

10(g) [Reserved]

Uniform Rule dated December 17, 2008 for all Deferred Compensation Promised by Xerox Corporation.

9 unchanged sentences

Xerox 2024 Annual Report 172

Separation and Consulting Services Agreement, by and between the Company and Louie Pastor, dated April 18, 2023.

Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Current Report on Form 8-K dated April 21, 2023.

See SEC File Numbers 001-39013 and 001-04471.

Termination of Consulting Services, dated December 29, 2023, by and between Xerox Holdings Corporation and Louie Pastor .

Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation’s and Xerox Corporation’s Current Report on Form 8-K dated December 29, 2023.

See SEC File Numbers 001-39013 and 001-04471.

Table of Contents Legal Sign-off 2.24.25

10(k)(1) [Reserved]

10(k)(2) [Reserved]

Offer Letter, dated December 29, 2023, by and between Xerox Corporation and Louie Pastor.

19 unchanged sentences

See SEC File Number 001-39013.

Company Code of Ethics

General Release, Non-Competition and Non-Solicitation Agreement, between Xerox Corporation and Joanne Collins Smee, dated January 10, 2024.

Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 8-K dated January 12, 2024.

See SEC File Numbers 001-39013 and 001-04471.

Form of Capped Call Confirmation

Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 8-K dated March 12, 2024.

See SEC File Numbers 001-39013 and 001-04471.

Amendment No.

2 to Credit Agreement, dated as of June 10, 2024, by and among XEROX CORPORATION, a New York corporation, XEROX HOLDINGS CORPORATION, a New York corporation, the other Loan Parties party thereto, the 2024 Incremental Revolving Lenders party thereto and CITIBANK, N.A., as administrative agent and collateral agent.

Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated June 12, 2024.

See SEC File Number 001-39013.

2024 Equity and Performance Incentive Plan

Incorporated by reference to Exhibit 99.1 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form S-8 dated June 28, 2024.

See SEC File Number 001-39013.

Xerox 2024 Annual Report 173

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Securities Purchase Agreement by and among Xerox, ITsavvy Holdings, LLC and ITsavvy Acquisition Company, Inc., dated as of October 15, 2024 (including the form of the Notes).

Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated October 17, 2024.

See SEC File Number 001-39013.

Secured Promissory Note, dated November 20, 2024, by and between Xerox Corporation and ITsavvy Holdings, LLC.

Incorporated by reference to Exhibit 4.1 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated November 21, 2024.

See SEC File Number 001-39013.

Secured Promissory Note, dated November 20, 2024, by and between Xerox Corporation and ITsavvy Holdings, LLC.

Incorporated by reference to Exhibit 4.2 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated November 21,2024.

See SEC File Number 001-39013.

Equity Purchase Agreement, dated December 22, 2024, by and among Xerox Corporation, Ninestar Group Company Limited and Lexmark.

Incorporated by reference to Exhibit 2.1 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated December 23,2024.

See SEC File Number 001-39013.

Commitment Letter, dated December 22, 2024, by and among Xerox Corporation and Morgan Stanley Senior Funding, Inc., MUFG Bank, LTD., Regions Bank, Truist Bank and Citigroup Global Markets Inc.

Incorporated by reference to Exhibit 10.2 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated December 23,2024.

See SEC File Number 001-39013.

Commitment Letter, dated December 22, 2024, by and among Xerox Holdings Corporation and DCS Finance, LLC and Christy 2017, LP.

Incorporated by reference to Exhibit 10.3 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated December 23,2024.

See SEC File Number 001-39013.

Commitment Letter, dated December 22, 2024, by and among Xerox Corporation, Jefferies Finance LLC and Jefferies LLC.

Incorporated by reference to Exhibit 10.4 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated December 23,2024.

See SEC File Number 001-39013.

Offer Letter dated September 16, 2024 between Xerox Corporation and Mirlanda Gecaj.

Offer Letter dated October 31, 2022 between the Company and John G.

Incorporated by reference to Exhibit 10.

1 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated November 14, 2022 .

See SEC File Number 001-39013.

Offer Letter dated August 2, 2022, between Steven Bandrowczak, Xerox Holdings Corporation and Xerox Corporation.

Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated August 2, 2022.

See SEC File Number 001-39013.

General Release, Non-Competition and Non-Solicitation Agreement, between Xerox Corporation and Xavier Heiss, dated February 23, 2025.

Company Code of Conduct

Company Insider Trading Policy

Incorporated by reference to Exhibit 19 to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2024.

See SEC File Number 001-39013.

Subsidiaries of Registrant.

2 unchanged sentences

Certification of Xerox Holdings Corporation CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

Xerox 2024 Annual Report 174

Table of Contents Legal Sign-off 2.24.25

Certification of Xerox Corporation CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

1 unchanged sentence

Certification of Xerox Corporation CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

Xerox 2023 Annual Report 154

Certification of Xerox Holdings Corporation CEO and CFO pursuant to 18 U.S.C.

3 unchanged sentences

Company Clawback Policy

Incorporated by reference to Exhibit 97 to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2024.

See SEC File Number 001-39013.

101.INS Inline XBRL Instance Document

8 unchanged sentences

Xerox 2024 Annual Report 175

Table of Contents Legal Sign-off 2.24.25

Xerox Holdings Corporation

10 unchanged sentences

Principal Financial Officer:

/S/ X AVIER H EISS

/S/ M IRLANDA G ECAJ

Executive Vice President and Chief Financial Officer

Mirlanda Gecaj

Principal Accounting Officer:

/S/ M IRLANDA G ECAJ

/s/ W ILLIAM T WOMEY

Vice President and Chief Accounting Officer

Mirlanda Gecaj

William Twomey

S COTT L ETIER

Chairman and Director

/S/ P HILIP G IORDONO

Philip Giordano

/S/ P RISCILLA H UNG

Priscilla Hung

/S/ N ICHELLE M AYNARD- E LLIOTT

Nichelle Maynard-Elliott

/S/ M ARGARITA P ALÁU- H ERNÁNDEZ

Margarita Paláu-Hernández

/S/ E DWARD G.

M C L AUGHLIN

/S/ A MY S CHWETZ

Xerox 2024 Annual Report 176

Table of Contents Legal Sign-off 2.24.25

Xerox Corporation

10 unchanged sentences

Principal Financial Officer:

/S/ X AVIER H EISS

/S/ M IRLANDA G ECAJ

Executive Vice President and Chief Financial Officer

Mirlanda Gecaj

Principal Accounting Officer:

/S/ M IRLANDA G ECAJ

/s/ W ILLIAM T WOMEY

Vice President and Chief Accounting Officer

Mirlanda Gecaj

William Twomey

S COTT L ETIER

Chairman and Director

/S/ P HILIP G IORDONO

Philip Giordano

/S/ P RISCILLA H UNG

Priscilla Hung

/S/ N ICHELLE M AYNARD- E LLIOTT

Nichelle Maynard-Elliott

/S/ M ARGARITA P ALÁU- H ERNÁNDEZ

Margarita Paláu-Hernández

/S/ E DWARD G.

M C L AUGHLIN

/S/ A MY S CHWETZ

Xerox 2024 Annual Report 177

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.

What changed 10-K

Item 9A. Controls and Procedures