Exhibit
10(F)(1)
2008 AMENDMENT
AND RESTATEMENT
OF
XEROX
CORPORATION
UNFUNDED
RETIREMENT INCOME GUARANTEE PLAN
ARTICLE
1
Definitions
When used
herein, the words and phrases defined hereinafter shall have the
following meaning unless a different meaning is clearly required by
the context of the Plan. Terms used herein which are defined in
Article 1 of the Funded Plan shall have the meanings assigned to
them in the Funded Plan.
Section 1.1
.
Administrator . The Administrator appointed by the Vice
President, Human Resources of the Company.
Section 1.2
.
Average Monthly Compensation shall be determined under
Article 1 of the Funded Plan, without regard to the dollar
limitation contained therein, and, notwithstanding the above, shall
also include any compensation provided under the Xerox Corporation
CEO Challenge Bonus Program.
Section 1.3
.
Board . The Board of Directors of the Company.
Section 1.4
A
Change in Control of the Company shall be deemed to have
occurred if:
(a) Any
“Person” is or becomes a “beneficial owner”
(as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company (not including in the
securities beneficially owned by such Person any securities
acquired directly from the Company or its affiliates) representing
20% or more of the combined voting power of the Company’s
then outstanding securities;
(b) The
following individuals (referred to herein as the “Incumbent
Board”) cease for any reason to constitute a majority of the
directors then serving: (i) individuals who, on the date
hereof, constitute the Board, and (ii) any new director (other
than a director whose initial assumption of office is in connection
with an actual or threatened election contest, including but not
limited to a consent solicitation, relating to the election of
directors of the Company) whose appointment or election by the
Board or nomination for election by the Company’s
shareholders was approved or recommended by a vote of at least
two-thirds of the directors then still in office who were directors
on the date hereof or whose appointment, election or nomination for
election was previously so approved or recommended;
(c) There is
consummated a merger or consolidation of the Company or any direct
or indirect subsidiary of the Company with any other corporation,
other than (i) a merger or consolidation which results in the
directors of the Company who were members of the Incumbent Board
immediately before such merger or consolidation continuing to
constitute at least a majority of the board of directors of the
Company, the surviving entity or any parent thereof, or (ii) a
merger or consolidation effected to implement a recapitalization of
the Company (or similar transaction) in which no Person is or
becomes the beneficial owner, directly or indirectly, of securities
of the Company (not including in the securities beneficially owned
by such Person any securities acquired directly from the Company or
its affiliates) representing 20% or more of the combined voting
power of the Company’s then outstanding voting securities;
or
(d) The
shareholders of the Company approve a plan of complete liquidation
or dissolution of the Company, or there is consummated an agreement
for the sale or disposition by the Company of all or substantially
all of the Company’s assets, other than a sale or disposition
by the Company of all or substantially all of the Company’s
assets to an entity, at least 50% of the combined voting
power of the
voting securities of which are owned by stockholders of the Company
in substantially the same proportions as their ownership of the
Company immediately before such sale. For purposes of this
definition of Change in Control, Person shall have the meaning
given in Section 3(a)(9) of the 1934 Act, as modified and used
in Section 13(d) and 14(d) of the 1934 Act, except that such
term shall not include Excluded Persons. “Excluded
Persons” shall mean (i) the Company and its
subsidiaries, (ii) any trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any
subsidiary of the Company, (iii) any company owned, directly
or indirectly, by the shareholders of the Company in substantially
the same proportions as their ownership of stock of the Company,
(iv) any person who becomes a beneficial owner in connection
with a transaction described in sub clause (i) of clause
(c) above, (v) an underwriter temporarily holding
securities of the Company pursuant to an offering of such
securities, or (vi) an individual, entity or group who is
permitted to, and actually does, report its beneficial ownership on
Schedule 13G (or any successor Schedule), provided that if any
Excluded Person described in this clause (vi) subsequently
becomes required to or does report its beneficial ownership on
Schedule 13D (or any successor Schedule), then, for purposes of
this definition, such individual, entity or group shall no longer
be considered an Excluded Person and shall be deemed to have first
acquired beneficial ownership of securities of the Company on the
first date on which such individual, entity or group becomes
required to or does so report on such Schedule.
Section 1.5
.
Code . The Internal Revenue Code of 1986 as amended, or as
it may be amended from time to time.
Section 1.6
.
Company . Xerox Corporation.
Section 1.7
.
Effective Date . The original effective date of the Plan was
July 1, 1977. This Amendment and Restatement is effective as
of January 1, 2008 and dates herein.
Section 1.8
.
Employee . A Member (as defined therein) in the Funded Plan
or any individual designated as eligible for benefits under this
Plan.
Section 1.9
.
Funded Plan . The Xerox Corporation Retirement Income
Guarantee Plan.
Section 1.10
.
Plan . The “Xerox Corporation Unfunded Retirement
Income Guarantee Plan”, as set forth herein or in any
amendment hereto.
Section 1.11
.
Section 409A-Conforming Change in Control . A Change in
Control that conforms to the definition under Section 409A of
the Code of a change in ownership or effective control of the
Company, or in the ownership of a substantial portion of the assets
of the Company, as such definition is set forth in Treasury
guidance.
ARTICLE
2
Purpose of
Plan
Section 2.1
.
Purpose . The Plan is designed to provide retirement
benefits payable out of the general assets of the Company as
provided in Section 4.1.
ARTICLE
3
Eligibility
Section 3.1
.
Eligibility . All Employees and beneficiaries of Employees
eligible to receive benefits from the Funded Plan shall be eligible
to receive benefits under this Plan in accordance with
Section 4.1 regardless of when the Employees may have retired.
Notwithstanding the above, if, prior to
2
a Change in
Control, a participant who is an Employee or former Employee of the
Company, or a surviving beneficiary of a participant, is deemed by
the Plan Administrator, in his sole and absolute discretion, to
have engaged in detrimental activity against the Company, such
employee, former employee or surviving beneficiary shall not be
eligible to receive benefits under the Plan. (Detrimental activity
shall include, but not be limited to, engaging in litigation
against the Company or the Plan).
ARTICLE
4
Benefits
Section 4.1
.
Amount of Benefits . The amount of the benefit payable under
the Plan shall be equal to the monthly benefit which would be
payable to or on behalf of an Employee under the Funded Plan as a
Life Annuity if Section 9.5 of the Funded Plan were
inapplicable and if the amount of any compensation deferred by the
Employee was included in the calculation of Average Monthly
Compensation (except the increase in compensation which became
payable under the Company’s policy of increasing compensation
by the amount which cannot be added to an Employee’s accounts
under the Profit Sharing Plan by reason of the limitation contained
in Section 415 of the Code) and if the limitations on the
amount of Compensation considered in the Average Monthly
Compensation which apply in the Funded Plan due to the requirements
of section 401(a)(17) of the Code were inapplicable, less the
following “applicable offsets”:
(a) The
monthly benefit payable as a Life Annuity to or on behalf of the
Employee under the Funded Plan other than the RIGP Plus Benefit
payable under Article 17 thereof which would be payable on the
benefit calculation date under this Plan.
(b) Any amount
deducted for the payment of FICA taxes payable on benefits under
the Plan.
(c) The
monthly benefit calculated as a Life Annuity payable at the benefit
calculation date under this Plan to or on behalf of the Employee
under the Xerox Corporation Provisional Supplement Benefit Plan,
except that any increase in the offset computed under this
subsection (c) may never exceed the increase in the benefit
under the Plan computed under this section without regard to such
offset.
(d) The
benefit payable under the Xerox Corporation Unfunded Supplemental
Executive Retirement Plan (without regard to section 6(F)(2)(b)
thereof).
(e) Any
severance or post-employment amounts paid by the Company or any
subsidiary of the Company, to the extent provided by agreement
between the Company and the Participant, except that any increase
in the offset computed under this subsection (e) may never
exceed the increase in the benefit under the Plan computed under
this section without regard to such offset, and any agreement
providing to the contrary shall be treated as void with regard to
such excess amount.
Section 4.1A
.
Unfunded Cash Balance Retirement Account . For periods after
2002, an Unfunded Cash Balance Retirement Account (UCBRA) shall
apply in the calculation of benefits under Section 4.1 to the
extent an employee has a vested CBRA in the Funded Plan. The UCBRA
shall be added to the CBRA and this benefit expressed as a Life
Annuity will be compared to other Funded Plan formulas as modified
by Section 4.1 with the highest determining the Life Annuity
under Section 4.1 prior to the application of applicable
offsets. The UCBRA is a notional unfunded account and is $0 as of
January 1, 2003, and is increased
