Exhibit
10(f)(3)
AMENDMENT NO.
4
TO
2008
RESTATEMENT
OF
XEROX
CORPORATION
UNFUNDED
RETIREMENT INCOME GUARANTEE PLAN
W
I
T N E S S E T
H :
WHEREAS, Xerox
Corporation (the “Employer”) has established the Xerox
Corporation Unfunded Retirement Income Guarantee Plan, which is
presently set forth in the “2008 Restatement of Xerox
Corporation Unfunded Retirement Income Guarantee Plan”, as
amended by Amendments No. 1 through 3 (the
“Plan”), and
WHEREAS, the
Employer desires to amend the Plan,
NOW, THEREFORE,
the Plan is hereby amended as follows:
1.
Effective September 1, 2009, Article 9 is amended to read in
its entirety as follows:
“
ARTICLE 9
Localization
Transition Benefit
Section 9.1
.
Localization Transition Benefit . This Article creates a new
benefit under the Plan, entitled the Localization Transition
Benefit.
Section 9.2
.
Eligibility . An Employee is eligible to receive a
Localization Transition Benefit only if he or she has received a
localization agreement from the Company expressly promising that
the Company will provide such benefit (the “Localization
Agreement”) and stating the dollar amount of the initial
account balance.
Section 9.3
.
Benefit . For an Employee eligible under Section 9.2,
the Company shall establish an account with an initial balance
equal to the amount stated in the Localization Agreement. The
balance will be credited with interest at the interest rate
credited to Cash Balance Retirement Accounts under the Funded Plan
and in the same manner as interest is credited to these Accounts
under the Funded Plan.
Section 9.4
.
Vesting . The Employee’s right to a benefit under this
Article will become nonforfeitable (“Vested”) if he or
she remains an Employee in the Company’s service in the
United States according to the following schedule:
(a) The Vested
percentage will be 20% upon the completion of two years of service
following the effective Date of the Localization Agreement. On the
completion of each successive year thereafter, ending on each
anniversary date of the Localization Agreement, the Vested
percentage will increase in equal increments so that the Vested
percentage will be 100% upon the date on which the Employee attains
age 60.
(b) The
Employee’s right to a benefit under this Article will be
(i) 100% Vested upon attainment of age 60, and (ii) will
be no less than 20% vested upon the occurrence of a Change in
Control.
Section 9.5
.
Payment .
(a) Upon
separation from service (as defined for purposes of
Section 409A of the Code), the Vested Localization Transition
Benefit will be paid in 120 equal monthly installments, commencing
on the first day of the seventh month following separation. The
first payment will be equal to the monthly installm
