Mark E. King - 24 Aug 2022 Form 3 Insider Report for CONDUENT Inc (CNDT)

Footnote F1

Includes: (1) 6,707 shares of common stock; (2) 12,042 restricted stock units (RSU) remaining of original grant awarded on April 1, 2021, 1/3 that vested on December 31, 2021 and the remaining 2/3 vest equally on December 31, 2022 and December 31, 2023. Each RSU converts to one share of Conduent Incorporated common stock upon vesting; (3) 28,901 RSUs awarded on April 1, 2022 that vest in equal amounts on December 31, 2022, December 31, 2023 and December 31, 2024; (4) 10,064 Performance Restricted Stock Units - Share Hurdle (PRSU-Share Hurdle) awards made on April 1, 2021 that can only be settled in Conduent Incorporated (Company) common stock (Common Stock). These PRSU-Share Hurdle awards have two vesting conditions - a share hurdle condition and a service condition. The award vests in three equal tranches. Vested shares are paid out within 60 days following each vesting date. The vesting date for each of the three tranches is the first day upon which both the share hurdle condition and service condition for each tranche is satisfied. The first vesting tranche share hurdle condition is the Common Stock trading during a consecutive 20-trading day period (Average Closing Price) exceeding the grant date price (Share Base Price) by 20% and the service condition is employment with the Company at December 31, 2021. The second vesting tranche share hurdle condition is the Average Closing Price exceeding the Share Base Price by 40% and the service condition is employment with the Company at December 31, 2022. The third vesting tranche share hurdle condition is the Average Closing Price exceeding the Share Base Price by 60% and the service condition is employment with the Company at December 31, 2023. If both conditions are not met for any individual vesting tranche by December 31, 2023, the portion of the award related to such tranche is forfeited. Each PRSU converts to one share of Conduent Incorporated common stock upon vesting; and (5) 31,560 PRSU - Share Hurdle (PRSU-Share Hurdle) awards granted on April 1, 2022 that can only be settled in Company Common Stock. These PRSU-Share Hurdle awards have two vesting conditions - a share hurdle condition and a service condition. The award vests in three equal tranches. Vested shares are paid out within 60 days following each vesting date. The vesting date for each of the three tranches is the first day upon which both the share hurdle condition and service condition for each tranche is satisfied. The first vesting tranche share hurdle condition is the Average Closing Price exceeding the Share Base Price by 15% and the service condition is employment with the Company at December 31, 2022. The second vesting tranche share hurdle condition is the Average Closing Price exceeding the Share Base Price by 30% and the service condition is employment with the Company at December 31, 2023. The third vesting tranche share hurdle condition is the Average Closing Price exceeding the Share Base Price by 50% and the service condition is employment with the Company at December 31, 2024. If both conditions are not met for any individual vesting tranche by December 31, 2024, the portion of the award related to such tranche is forfeited.