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 OfficersItem 5.02.
On August25, 2017, Conduent Incorporated (the “Company”) adopted the Conduent Incorporated Executive Change in Control Severance Plan (the “Plan”), which provides certain enhanced benefits to key management employees who the Company determines are most likely to be impacted by a change in control (primarily the Company’s executive officers), so that they can continue to exercise their judgment and legal responsibilities without the potential for distraction and bias that can arise from concerns regarding their personal circumstances. Eligible employees are selected by the Compensation Committee to participate in the Plan. The Plan becomes effective on October1, 2017 and is intended to replace prior change in control agreements entered into with the Xerox Corporation prior to January1, 2017 (“Prior CIC Agreements”). Prior CIC Agreements remain in effect until December31, 2017, except to the extent they have been waived by individuals who elect to be covered by the Plan as of October1, 2017, rather than waiting for the expiration of the term of the prior CIC Agreement.
The Plan provides eligible employees with severance payments and benefits in the event that an eligible employee’s employment with the Company is terminated within 90 days prior to, or within 24-months for the CEO and 12-months for any other participant immediately following, a “change in control” of the Company either (a)by the employer company for any reason other than “cause”, “disability” or death or (b)by the eligible employee for “good reason”. The severance payments and benefits to be provided, subject to the employee’s execution of a release of claims, are as follows:
| (1) | A lump sum payment, in cash, equal to the sum of (1)unpaid salary with respect to any paid time off accrued but not taken as of the date of termination, (2)accrued but unpaid salary through the date of termination and (3)any earned but unpaid annual incentive bonus from the fiscal year immediately preceding the year in which the date of termination occurs; |
| (2) | A lump sum payment, in cash, equal to the product of (a)the participant’s annual rate of base salary in effect on the date of notice of termination is given and the annual target bonus applicable to the participant for the year in which notice of termination is given, multiplied by (b)a “factor” (which in the case of the CEO, CFO, Head of Public Sector, General Counsel and Secretary and Chief People Officer is 2 and in the case of Operations Head and Group Chief Executives is1); |
| (3) | Participant shall continue to be entitled to receive all benefits payable under any other plan or agreement relating to retirement benefits or to compensation previously earned and not yet paid; and |
| (4) | Participant shall continue to be eligible to participate in the medical, dental and health care reimbursement account coverage in effect at the date of termination as if the participant had continued in employment during the lessor of (i)the severance period or (ii)twelve months. |
The Plan has a three-month term and will automatically renew for successive one-year periods at the end of its initial three-month term unless the Company gives notice that it does not wish to extend the Plan. In addition, the Plan promises each participant payment of his or her legal fees in the event the participant brings suit in good faith to enforce his or her rights under the Plan.
The foregoing description of the Plan is only a summary and is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 5.02. | FINANCIAL STATEMENTS AND EXHIBITS. |
| 10.1 | Conduent Incorporated Executive Change in Control Severance Plan |
CONDUENT Inc ExhibitEX-10.1 2 d447586dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 CONDUENT INCORPORATED EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN Article I Introduction The Board of Directors of Conduent Incorporated considers the maintenance of a sound management to be essential to protecting and enhancing the best interests of the Company (as hereinafter defined) and its shareholders. In this connection,…To view the full exhibit click here
About CONDUENT INCORPORATED (NYSE:CNDT)
Conduent Incorporated is a business process services company. The Company’s segments include Commercial Industries, Healthcare, Public Sector and Other. Its Commercial Industries segment provides business process services and customized solutions to customers of industries. Its Healthcare segment provides industry-centric business process services to customers across the healthcare industry, including providers, payers, employers, pharmaceutical and life science companies and government agencies. Its Public Sector segment provides government-centric business process services to the United States federal, state and local and foreign governments for transportation, public assistance, program administration, transaction processing and payment services. Its other segment includes Government Health Enterprise Medicaid Platform business. It serves customers in various areas, such as aerospace and defense, automotive services, banking, chemical, insurance, transportation and utilities.