CONDUENT INCORPORATED (NYSE:CNDT*) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

CONDUENT INCORPORATED (NYSE:CNDT*) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item5.02.

Election of Directors; Compensatory Arrangements of
Certain Officers

On August15, 2016, as Exhibit 10.7 to Amendment No.1 to
Registrants Form 10 Registration Statement, Registrant filed a
copy of the Letter Agreement dated June10, 2016 (Letter
Agreement) relating to the compensation of Ashok Vemuri, who will
become the Chief Executive Officer of Conduent Incorporated upon
the separation of Xerox Corporation into two publicly-traded
companies. Mr.Vemuri is currently serving as an Executive Vice
President of Xerox Corporation and the Chief Executive Officer of
Xerox Business Services, LLC until the separation is complete.

On December12, 2016, the Letter Agreement was amended to increase
the cash sign-on award from $500,000 to $1,725,000. In addition,
Sections 1 (c)(i) and (iii)of the Severance Letter Agreement
Providing Certain Benefits Upon Termination of Employment
Following a Change in Control dated July1, 2016 between Xerox
Corporation and Mr.Vemuri (Change in Control Severance Agreement)
were amended to delete the references to 20% and replace them
with 50%.

Attached as Exhibit 99.1 to this Report is a copy of the
Amendment Letter dated December12, 2016 amending the Letter
Agreement and the Change in Control Severance Agreement.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1 Amendment Letter dated December12, 2016 amending Letter
Agreement dated June10, 2016 regarding compensation
arrangements for Ashok Vemuri and Change in Control Severance
Agreement.


About CONDUENT INCORPORATED (NYSE:CNDT*)

Conduent Incorporated is a business process services company. The Company provides business process services with expertise in transaction-intensive processing, analytics and automation. The Company is engaged in providing business and government services. The Company offers customers in various areas, which include health solutions, learning services, digital payments, legal and compliance solutions, human resources, finance and accounting, procurement solutions and digital transformation. The Company also serves customers in various areas, such as aerospace and defense, automotive services, banking, chemical, insurance, pharma and life sciences, retail and consumer products, transportation, travel and utilities, among others.

CONDUENT INCORPORATED (NYSE:CNDT*) Recent Trading Information

CONDUENT INCORPORATED (NYSE:CNDT*) closed its last trading session at with 293,028 shares trading hands.

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