Business Context and Reporting Period
Company: Conduent Incorporated
Filing Type: Form 8-K (Current Report)
Date of Report: August 25, 2017
Event: Adoption of the Conduent Incorporated Executive Change in Control Severance Plan.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation arrangements.
Material Changes
The Company adopted a new Executive Change in Control Severance Plan effective October 1, 2017. This Plan is intended to replace prior change in control agreements entered into with Xerox Corporation before January 1, 2017. Prior agreements remain in effect until December 31, 2017, unless waived by participants electing coverage under the new Plan.
Plan Details and Management Commentary
The Plan provides enhanced benefits to key management employees to ensure they can exercise judgment without distraction during a potential change in control. Key terms include:
- Eligibility: Selected by the Compensation Committee, primarily executive officers.
- Trigger Events: Termination without "cause" or resignation for "good reason" within 90 days prior to, or within 24 months (CEO) / 12 months (other participants) following a change in control.
- Severance Benefits:
- Lump sum cash payment for accrued paid time off, unpaid salary, and earned but unpaid annual incentive bonus.
- Lump sum cash payment calculated as (Base Salary + Target Bonus) multiplied by a factor of 2 for the CEO, CFO, Head of Public Sector, General Counsel, Secretary, and Chief People Officer; factor of 1 for Operations Head and Group Chief Executives.
- Continuation of retirement benefits and previously earned compensation.
- Medical, dental, and health care reimbursement coverage for the lesser of the severance period or 12 months.
- Legal Fees: Payment of legal fees for participants bringing suit in good faith to enforce rights under the Plan.
- Term: Initial three-month term with automatic renewal for successive one-year periods unless notice of non-extension is given.
Investor Verification Checklist
- Review the full text of the Conduent Incorporated Executive Change in Control Severance Plan filed as Exhibit 10.1.
- Verify the specific list of employees selected by the Compensation Committee to participate in the Plan.
- Confirm the status of any waivers regarding prior Xerox Corporation change in control agreements.
- Monitor future filings for any amendments to the Plan or notices of non-renewal.