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

Item5.02. Election of Directors; Compensatory Arrangements of
Certain Officers

Election of Director

On December 12, 2016, Xerox Corporation (Xerox), the sole
stockholder of Conduent Incorporated (the Company),
elected Virginia M. Wilson to serve as a member of the board of
directors (the Board) of the Company. Upon her election,
Ms.Wilson was also named by the Board as a member of the Companys
Audit, Compensation and Corporate Governance Committees. It is
expected that Ms.Wilson will be replaced on the Compensation and
Corporate Governance Committees at the effective time of the
previously announced spin-off of the Company.

Conduent Performance Incentive Plan

On December12, 2016, the Board adopted and approved the Conduent
Incorporated Performance Incentive Plan (the Plan). The
total number of shares of Conduent common stock authorized and
available under the Plan is 25,000,000, all of which may be
subject to incentive stock options granted under the Plan. Awards
granted to any single participant under the Plan during any
fiscal year that are intended to qualify as performance-based
compensation under Section 162(m) of the Code are subject to the
following limitations: (i)the maximum aggregate number of shares
of Conduent common stock that may be subject to stock options or
stock appreciation rights is 2,200,000, provided that the limit
will be 3,300,000 shares in the fiscal year employment commences;
(ii)the maximum aggregate number of shares of Conduent common
stock that may be subject to restricted stock awards, restricted
stock unit awards, performance-based stock awards or other stock
awards is 1,500,000, provided that the limit will be 2,250,000
shares in the fiscal year employment commences; and (iii)the
maximum aggregate dollar amount that may be payable in settlement
of performance-based cash awards, assuming a maximum payout, to
any participant (including dividend equivalents payable in cash
based upon attainment of specific performance goals), is
$15,000,000.

For a detailed description of additional terms of the Plan, see
the section entitled Compensation Discussion and
AnalysisConduents Anticipated Executive Compensation Programs
Conduent Performance Incentive Plan in Exhibit 99.1 to the
Registration Statement on Form 10 of the Company, filed with the
Securities Exchange Commission on November8, 2016, which is
incorporated by reference herein. The foregoing description of
the terms of the Plan is qualified in its entirety by reference
to the full text of the Plan, attached as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated herein by
reference.