CONDUENT INCORPORATED (NYSE:CNDT) Files An 8-K Other Events

CONDUENT INCORPORATED (NYSE:CNDT) Files An 8-K Other Events

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Item8.01.

Other Events.

On March23, 2017, Registrants Compensation Committee of the Board
of Directors (the Committee) gave final approval to all
components of the 2017 Executive Officer Compensation Program
(Program). The Program is comprised of three components: (1)2017
Annual Performance Incentive Plan (2017 APIP); (2) 2017 Executive
Long-term Incentive Plan (207 ELTIP); and (3)Strategic Initiative
Grant (SIG).

2017 APIP

Under the 2017 APIP, executive officers of the Company are
eligible to receive performance related cash payments. Payments
are, in general, only made if performance objectives established
by the Committee are met.

The Committee approved incentive opportunities for 2017,
expressed as a percentage of base salary for each participating
officer. The Committee also established overall threshold, target
and maximum performance metrics for the 2017 APIP. The
performance measures and weightings are: Adjusted EBITDA (Net
income (loss) before income taxes adjusted for depreciation and
amortization, restructuring and related costs, separation costs,
interest expense, other expenses net, the health enterprise
charge and other unusual items) (weighted at 60%); Constant
Currency Revenue decline (adjusted to exclude the impact of
changes in the translation of foreign currencies into U.S.
dollars) (weighted at 30%); and Revenue Productivity Per Employee
(weighted at 10%).

Individual awards will be subject to the review and approval of
the Committee following the completion of the 2017 fiscal year,
with payment expected to be made within the first four months of
2018.

2017 ELTIP

Under the 2017 ELTIP, executive officers of the Company are
eligible to receive (i)performance shares based on satisfying
certain performance measures established by the Committee for 50%
of the award and (ii)restricted shares based solely on continued
service for the remaining 50% of the award.

The Committee approved incentive opportunities for 2017 for each
participating employee, including each executive officer. The
Committee also established overall threshold, target and maximum
performance metrics for the performance shares awards under the
ELTIP. The applicable performance elements and corresponding
weightings for the 2017 ELTIP are: (i)Adjusted Profit Before Tax
(weighted at 25% of the total award or 50% of the performance
portion of the award): income or loss before income taxes
adjusted for intangible amortization, restructuring and related
costs, separation costs and other expenses net, and other unusual
items; and (ii)Free Cash Flow (weighted at 25% of the total award
or 50% of the performance portion of the award): cash flow from
operating activities as reported on the Combined Statement of
Cash Flows, less cost of additions to land, buildings and
equipment and cost of additions to internal use software plus the
proceeds from sales of land, building and equipment.

SIG

Under the SIG, executive officers of the Company are eligible to
receive: (i)performance shares based on satisfying certain
performance measures established by the Committee for 50% of the
award and (ii)restricted shares based solely on continued service
for the remaining 50% of the award.

The Committee approved special incentive opportunities for 2017
for each participating officer relating to the performance of the
Company. The Committee also established overall threshold, target
and maximum performance metrics for the SIG. The applicable
performance elements and corresponding weightings for the SIG
are: (i)Service Line Penetration (weighted at 12.5% of the total
award or 25% of the performance portion of the award): measures
the ability to cross-sell additional service lines to top 40
commercial clients; (ii)New Business Signings Growth (12.5% of
the total award or weighted at 25% of the performance portion of
the award): measures compounded annual growth rate of new
business signings total contract value over 2016 ; (iii)Cost
Transformation Real Estate and GA (12.5% of the total award or
weighted at 25% of the performance portion of the award):
measures costs savings from real estate and GA; and (iv)Cost
Transformation Information Technology (12.5% of the total award
or weighted at 25% of the performance portion of the award):
measures cost savings from information technology. Potential
adjustments for all SIG performance metrics include non-recurring
events, such as mergers, acquisitions and divestitures,
discontinued operations and reorganizations of lines of business.

Only the portions of the ELTIP and SIG awards subject to
performance measures are intended to qualify for the
performance-based compensation exception of Section162(m) of the
Internal Revenue Code. Awards under the ELTIP and SIG will be
awarded to the form of Restricted Stock Award Agreement to
Conduent Incorporated Performance Incentive Plan, form of
Performance Share Award

Agreement to Conduent Incorporated Performance Incentive Plan
(ELTIP) and form of Performance Share Award Agreement to Conduent
Incorporated Performance Incentive Plan (SIG), which are attached
as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current
Report on Form 8-K and incorporated herein by reference.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Description

10.1 Form of Restricted Stock Award Agreement to Conduent
Incorporated Performance Incentive Plan
10.2 Form of Performance Share Award Agreement (ELTIP) to Conduent
Incorporated Performance Incentive Plan
10.3 Form of Performance Share Award Agreement (SIG) to Conduent
Incorporated Performance Incentive Plan

to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

CONDUENT INCORPORATED
By:

/s/ J. Michael Peffer

Name: J. Michael Peffer
Date: March29, 2017 Position:

Executive Vice President, General Counsel and

Secretary

EXHIBIT INDEX

Exhibit

Description

10.1 Form of Restricted Stock Award Agreement to Conduent
Incorporated Performance Incentive Plan
10.2 Form of Performance Share Award Agreement (ELTIP) to Conduent
Incorporated Performance Incentive Plan
10.3 Form of Performance Share Award Agreement (SIG)


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.

CONDUENT INCORPORATED (NYSE:CNDT) Recent Trading Information

CONDUENT INCORPORATED (NYSE:CNDT) closed its last trading session up +0.36 at 16.33 with 1,802,511 shares trading hands.

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