UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Unisys Corporation

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

Unisys Corporation

801 Lakeview Drive, Suite 100

Blue Bell, PA 19422

March 16, 2018[●], 2019

Dear Fellow Stockholder:

It is my pleasure to invite you to the Unisys 20182019 Annual Meeting of Stockholders. This year’s meeting will be held on Thursday, April 26, 2018,Friday, May 10, 2019, at the Courtyard Philadelphia Downtown, which is located at 21 North Juniper Street in Philadelphia, Pennsylvania. The meeting will begin at 8:00 a.m., local time.

Unisys entered 20172018 with momentum, including strong Services backlog growth as ofyear-end 2017. We are excited that this momentum and continued execution against our strategy has resulted in the momentum of afirst full year of executingrevenue growth for the company since 2003 and for Services since 2006. We also achieved or exceeded guidance on our strategy developed in 2015 and further refined in 2016. We achieved significant progress against that plan, as shown by our strong full year results. Forall metrics for the second straight year, we provided guidance forthird-consecutive year. In addition to growing revenue, ournon-GAAP operating profit margin and adjusted free cash flow. We exceeded our guidance onnon-GAAP operating profitEBITDA margin also both expanded, and adjusted free cash flow, and achieved the high endwe saw a reduction of our revenue guidance. This marked the second straight yearunfunded pension liability. We remain focused on continuing execution against our strategy of targeting industries where we met, or exceeded, all guidance metrics since were-established the process of issuing it last year. We have demonstrated continued progress ondeep expertise and leverageable IP and related solutions, while also using security to differentiate our key goals of using our industrygo-to-market focus to drive improvementsofferings in revenue trajectory. We launched or refreshed our industry application products during the year, grew our focus industry revenue and saw total Company revenue growth in the fourth quarter. Ournon-GAAP operating profit margin meaningfully expanded, helped by improvements in both our Technology and Services operating margins. Additionally, we took proactive steps to strengthen our working capital and reduce our pension deficit. Both of these initiatives support a stronger balance sheet and improve our cash flow.2019.

We are pleased to continue our practice of making proxy materials available to our stockholders over the Internet. We believe that doing so allows us to provide our stockholdersyou with the information theyyou need, while reducing our printing and mailing costs and helping to conserve natural resources. Stockholders who continue to receive paper copies of proxy materials may help us to reduce costs further by opting to receive future proxy materials by email. You may register for electronic delivery of future proxy materials by following the instructions on either the enclosed proxy/voting instruction card or the Notice of Internet Availability of Proxy Materials that you received in the mail.

Your vote is important. Whether or not you plan to attend the annual meeting, I urge you to take a moment to vote on the items in this year’s proxy statement. Voting takes only a few minutes, and it will ensure that your shares are represented at the meeting.

Sincerely,

Peter A. Altabef

President and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

April 26, 2018May 10, 2019

Unisys Corporation will hold its 20182019 Annual Meeting of Stockholders at the Courtyard Philadelphia Downtown, 21 North Juniper Street, Philadelphia, Pennsylvania, on Thursday, April 26, 2018,Friday, May 10, 2019, at 8:00 a.m., local time, to:

Only record holders of Unisys common stock at the close of business on February 26, 2018March 11, 2019 will be entitled to vote at the annual meeting.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder

Meeting to be Held on April 26, 2018:May 10, 2019:

The Company’s proxy statement and annual report are available at

www.proxyvote.com

TABLE OF CONTENTS

UNISYS CORPORATION

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

April 26, 2018May 10, 2019

The Board of Directors of Unisys Corporation (the “Board of Directors” or the “Board”) solicits your proxy for use at the 20182019 Annual Meeting of Stockholders to be held on April 26, 2018May 10, 2019 and at any adjournments or postponements thereof. At the annual meeting, stockholders will be asked to (1) approve an amendment to the Company’s Bylaws to permit the Company’s Board of Directors to extend the mandatory retirement age for directors from 72 years old to 74 years old under certain circumstances, (2) elect directors, (2)(3) ratify the selection of the Company’s independent registered public accounting firm, (3)(4) approve, on an advisory basis, the compensation of the Company’s named executive officers, (5) approve a new long-term incentive and (4)equity compensation plan, and (6) transact any other business properly brought before the meeting.

The record date for the annual meeting is February 26, 2018.March 11, 2019. Only holders of record of Unisys common stock as of the close of business on the record date are entitled to vote at the meeting. On the record date, 50,639,21051,762,063 shares of common stock were outstanding. The presence, in person or by proxy, of a majority of those shares will constitute a quorum at the meeting.

This proxy statement, the proxy/voting instruction card and the annual report of Unisys, including the financial statements for 2017,2018, are being made available to stockholders on or about March 16, 2018.[●], 2019.

Internet Availability of Proxy Materials; Multiple Sets of Proxy Materials

Pursuant to the “notice and access” rules adopted by the Securities and Exchange Commission (the “SEC”), the Company has elected to provide stockholders access to its proxy materials over the Internet. Accordingly, the Company sent a Notice of Internet Availability of Proxy Materials (the “Notice”) to most stockholders (other than those who previously requested electronic or paper delivery of proxy materials). The Notice includes instructions on how to access the proxy materials over the Internet, how to vote online and how to request a printed copy of these materials. In addition, by following the instructions in the Notice, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

Choosing to receive your future proxy materials by email will save the Company the cost of printing and mailing documents to you and will reduce the impact of the Company’s annual meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

If you hold shares of Unisys common stock in more than one account, you may receive more than one Notice or more than one set of proxy materials. Please be sure to vote all the shares that you own.

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Voting Procedures and Revocability of Proxies

Your vote is important. Shares may be voted at the annual meeting only if you are present in person or represented by proxy. You can vote by proxy over the Internet by following the instructions provided in the Notice, or, if you request printed copies of the proxy materials by mail, you can also vote by submitting a proxy by mail or by telephone by following the instructions provided on the proxy/voting instruction card. If you have previously elected to receive proxy materials over the Internet, you should have already received email instructions on how to vote electronically.

You may revoke your proxy at any time before it is exercised by writing to the Corporate Secretary of Unisys, by timely delivery of a properly executed later-dated proxy (including an Internet or telephone vote) or by voting in person at the meeting.

The method by which you vote will in no way limit your right to vote at the meeting if you later decide to attend in person. If you are the beneficial owner of shares held in “street name” by a bank, broker or other holder of record, you must obtain a proxy, executed in your favor, from the holder of record if you wish to vote in person at the meeting.

If you are a stockholder of record and you properly complete, sign and return your proxy, and do not revoke it, the proxy holders will vote your shares in accordance with your instructions. If your signed and returned proxy gives no instructions, the proxy holders will vote your shares (1) FOR the proposal to amend the Company’s Bylaws to permit the Company’s Board of Directors to extend the mandatory retirement age for directors from 72 years old to 74 years old under certain circumstances, (2) FOR the election of directors, (2)(3) FOR the ratification of the selection of independent registered public accounting firm, (3)(4) FOR the approval, on an advisory basis, of the compensation of the Company’s named executive officers, (5) FOR the approval of the Unisys Corporation 2019 Long-Term Incentive and (4)Equity Compensation Plan, and (6) in their discretion on any other matters that properly come before the annual meeting.

If you are a beneficial owner of shares held in street name and you do not provide specific voting instructions to the organization that holds your shares, the organization will be prohibited under the current rules of the New York Stock Exchange (the “NYSE”) from voting your shares on“non-routine” matters. This is commonly referred to as a “brokernon-vote”. The amendment to the Company’s Bylaws to permit the Company’s Board of Directors to extend the mandatory retirement age for directors from 72 years old to 74 years old under certain circumstances, election of directors, and the advisory resolution regarding the compensation of the Company’s named executive officers and the approval of the new long-term incentive and equity compensation plan are considered“non-routine” matters and therefore may not be voted on by your bank or broker absent specific instructions from you. The ratification of the selection of independent registered public accounting firm is considered “routine” and therefore may be voted on by your bank or broker without instructions from you. Please instruct your bank or broker so your vote can be counted.

If you are a participant in the Unisys Savings Plan, the proxy/voting instruction card will serve as voting instructions to the plan trustee for shares of Unisys common stock credited to your account as of February 26, 2018.March 11, 2019. The trustee will vote those shares in accordance with your instructions if it receives your completed proxy by April 23, 2018.May 7, 2019. If the proxy is not timely received, or if you give no instructions on a matter to be voted upon, the trustee will vote the shares credited to your account in the same proportion as it votes those shares for which it received timely instructions from other participants.

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Required Vote

Each share of Unisys common stock outstanding on the record date is entitled to one vote on each matter to be voted upon.

Amendment to Bylaws (Item 1). The affirmative vote of not less than 80% of the outstanding shares of common stock entitled to vote is required to approve the proposal to amend the Company’s Bylaws to permit the Company’s Board of Directors to extend the mandatory retirement age for directors from 72 years old to 74 years old under certain circumstances. Abstentions and broker non-votes will have the same effect as a vote “Against” the proposal.

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The final sentence of Article II, Section 5 of the Company’s Bylaws currently reads as follows:

“No person shall be elected a director of the Corporation (the “Boardafter having attained the age of Directors”seventy-two years.”

This Bylaw provision was adopted and approved by the Board and holders of more than 80% of the outstanding shares of the Company’s common stock entitled to vote in 2015 when the mandatory retirement age was increased from 70 years old to 72 years old with 91.4% of the Company’s outstanding shares voting in favor of the amendment. Since that time, the Board has continued to monitor trends regarding mandatory retirement ages for directors and has noted that the trend toward an older retirement age has continued in recent years. According to the 2018 Spencer Stuart U.S. Board Index, among S&P 500 boards with a mandatory retirement age, more than half set the retirement age above 73 years old, with 43.5% setting it at 75 or older, an increase from 42% in 2017 and just 11% in 2007. The Spencer Stuart Index also found that among Information Technology companies in the “Board”)S&P 500 the mean retirement age is 73 years old and the median is 75 years old.

The Board believes that there are circumstances when service by a director beyond age 72 may be in the best interests of the Company and its stockholders. In particular, the Company could lose the benefit it derives from having directors who are valuable members of the Board of Directors with deep knowledge of the Company’s history and operations or who have a unique skill set or expertise. The Board also continues to believe that a mandatory retirement age for directors is appropriate and that in many instances, the appropriate mandatory retirement age is 72 years old. In order to increase the Board’s flexibility to retain highly valued directors who have reached age 72, the Board believes that it should have the flexibility to permit directors to stand for reelection upon the request of the Nominating and Corporate Governance Committee and with the approval of at leasttwo-thirds of the directors then in office (excluding the director in question) at up to two annual stockholders meetings after having attained age 72. With this increased flexibility, the Board and Nominating and Corporate Governance Committee can assess the engagement level and value brought to the Corporation of directors who have reached age 72 or age 73 to ensure that the Board and the Corporation do not lose the benefits brought by highly engaged, highly valuable Board members with a skill set that may be difficult to replace. Even with this increased flexibility, once a director has reached age 74, that director will not be able to stand for reelection.

If the proposed amendment is approved by stockholders, the final sentence of Article II, Section 5 of the Company’s Bylaws will be amended to read as follows:

“No person shall stand for election as a director of the Corporation after having attained the age ofseventy-two years; provided that, upon the request of the Nominating and Corporate Governance Committee and with the approval of at leasttwo-thirds of the directors then in office (excluding such director) a director may stand for reelection at up to two annual stockholders meetings after having reached such age. Notwithstanding the foregoing, in no event shall a person stand for election as a director of the Corporation after having attained the age of seventy-four years.”

If approved by the stockholders, this amendment to the Company’s Bylaws will become effective immediately upon approval, and the Board of Directors will also make conforming changes to its corporate governance guidelines regarding the retirement age for directors.

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The Board of Directors recommends a vote “FOR” the proposal to amend the Company’s Bylaws to permit the Company’s Board of Directors to extend the mandatory retirement age for directors from 72 years old to 74 years old under certain circumstances.

ELECTION OF DIRECTORS

(Item 2)

Summary

The Board currently consists of eleven members, each of whose term expires at the annual meeting. Mr. Paul Weaver and Ms. Alison Davis each will retire from the Board at the annual meeting. Each of the remaining nineeleven directors has been nominated for reelection for a term expiring at the 20192020 annual meeting. Each of the nominees has agreed to serve as a director if elected, and the Company believes that each nominee will be available to serve. However, the proxy holders have discretionary authority to cast votes for the election of a substitute should any nominee not be available to serve as a director.

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The following charts highlight the balance in age and the diversity in tenure, gender and ethnicity of our director nominees. Also highlighted are the variety of background and experience of the director nominees. The Board believes that this balance and mix of diversity, background and experience will help bring broad and valuable perspectives to the Board that will lead to a well-functioning board of directors.

AGE

TENURE

DIVERSITY		INDEPENDENCE

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BACKGROUND AND EXPERIENCE

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Information Regarding Nominees

The names and ages of the nominees, their principal occupations and employment during the past five years, and other information regarding them are as follows.

The Board of Directors recommends a vote “FOR” all nomineesnominees.

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79

10

8

12

9

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Board Meetings; Attendance at Annual Meetings

The Board of Directors held fiveeight meetings in 2017.2018. During 2017,2018, all directors attended at least 75% of the total number of meetings of the Board and standing committees on which they served (held during the period when the director served).

It is the Company’s policy that all directors should attend the annual meeting of stockholders. All of the Company’s current directors who were directors at the time of the 20172018 annual meeting attended that meeting.

Independence of Directors

All of the Company’s directors and nominees for director other than Mr. Altabef meet the independence requirements prescribed by the NYSE and, in the case of members of the Audit and Finance Committee, also meet the audit committee independence requirements prescribed by the SEC. In assessing whether a director or nominee has a material relationship with Unisys (either directly or as a partner, stockholder or officer of an organization that has a relationship with Unisys), the Board uses the criteria outlined below in paragraph 2 of “Corporate Governance Guidelines”. Allnon-employee directors met these criteria in 2017.2018.

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The current composition of each standing committee is set forth below:

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Director Nomination Process

As part of the nomination process, the Nominating and Corporate Governance Committee is responsible for determining the appropriate skills and characteristics required of new Board members in the context of the currentmake-up of the Board and for identifying qualified candidates for Board membership. In so doing, the Nominating and Corporate Governance Committee considers, with input from the Board, those factors it deems appropriate, such as independence, experience, expertise, strength of character, mature judgment, leadership ability, technical skills, diversity, age and the extent to which the individual would fill a present need on the Board. The aim is to assemble a Board that is strong in its collective knowledge and that consists of individuals who bring a variety of complementary attributes and who, taken together, have the appropriate skills and experience to oversee the Company’s business. Since the last annual meeting, the Nominating and Corporate Governance Committee recommended, and the Board elected, two new directors, Ms. Jamesdirectors—Mr. Desch in August 2017January 2019 and Ms. PaolilloHook in March 2018.February 2019. As part of the selection process, the Board considered Ms. James’ unparalled senior homeland and national securityMr. Desch’s extensive experience in the federal government and private sectorin travel and transportation and took into account Ms. Paolillo’sHook’s experience as a financialin leading Neustar and operational leader with a broad understandingher expertise in the field of the strategic priorities of technology and services organizations.analytics.

As set forth above, the Nominating and Corporate Governance Committee considers diversity as one of a number of factors in identifying nominees for director. It does not, however, have a formal policy in this regard. The committee views diversity broadly to include diversity of experience, skills and viewpoint as well as traditional diversity concepts such as race and gender.

The Nominating and Corporate Governance Committee receives suggestions for new directors from a number of sources, including Board members. It also may, in its discretion, employ a third-party search firm to assist in identifying candidates for director. The committee will also consider recommendations for Board membership received from stockholders and other qualified sources. Recommendations on director candidates must be in writing and addressed to the Chair of the Nominating and Corporate Governance Committee, c/o Corporate Secretary, Unisys Corporation, 801 Lakeview Drive, Suite 100, Blue Bell, Pennsylvania 19422.

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The full Board is responsible for final approval of new director candidates, as well as the nomination of existing directors for reelection. With respect to existing directors, prior to making its recommendation to the full Board, the Nominating and Corporate Governance Committee, in consultation with the Chairman of the Board, President and Chief Executive Officer and lead director, reviews each director’s continuation on the Board as a regular part of the annual nominating process. Specific information on the qualifications of each of the Company’s directors is included above.

Communications with Directors

Stockholders and other interested parties may send communications to the Board of Directors or to thenon-employee directors as a group by writing to them c/o Corporate Secretary, Unisys Corporation, 801 Lakeview Drive, Suite 100, Blue Bell, Pennsylvania 19422. All communications directed to Board members will be delivered to them.

Board Leadership Structure

The Board believes that it should have the flexibility to make the selection of Chairman of the Board and Chief Executive Officer in the way that it believes best to provide appropriate leadership for the Company at any given point in time. Therefore, the Board does not have a policy, one way or the other, on whether the same person should serve as both the CEO and Chairman of the Board or, if the roles are separate, whether the Chairman should be selected from thenon-employee directors or should be an employee. The Company’s corporate governance guidelines require the Board to elect a lead director from its independent directors whenever the Chairman is an employee of the Company.

When Mr. Altabef began as the Company’s CEO in January 2015, the Board determined to separate the positions of Chairman and CEO as Mr. Altabef transitioned into the role and the Board appointed Mr. Weaveranother director asnon-executive Chairman to provide the Board with independent leadership during the CEO transition and to enable Mr. Altabef, as incoming CEO, to concentrate on the Company’s business operations.

In accordance withAs the Company’s Bylaws,Chairman at the current Chairman oftime prepared to retire from the Board Mr. Weaver, will not stand for reelection at the annual meeting because he has reached age 72. In preparation for this transition,last year, the Board conducted anin-depth review of its leadership structure and considered the individuals best-suited to lead the Board as the Company implements and executes its business strategy. As a part of this review, the Nominating and Corporate Governance Committee hired a third-party firm to conduct interviews of each director to assess the skill set and qualifications that each director believed was important for the Chairman to possess and to discuss with each director who would most effectively lead the Board. In making its recommendation to the Board, the Nominating and Corporate Governance Committee also reviewed recommended best practices for corporate governance.

As a result of this process, based on the recommendation of the Nominating and Corporate Governance Committee, the Board determined that combining the positions of Chairman and CEO and electing Mr. Altabef to serve as the Chairman and Mr. Davis to serve as independent lead director upon Mr. Weaver’sthe former Chairman’s retirement best positions the Board and management to implement the Company’s strategy and deliver value to the Company’s stockholders going forward. The Board believes that adopting this leadership structure will provideprovides independent board leadership and oversight while benefiting the Company by

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CEO, during which he demonstrated the strong leadership and vision necessary to drive the Company’s strategies and achieve its objectives.

Risk Oversight

In its oversight role, the Board of Directors annually reviews the Company’s strategic and operating plans, which address, among other things, the risks and opportunities facing the Company. The Board also has overall responsibility for executive officer succession planning and reviews succession plans each year. The Board has delegated certain risk management oversight responsibility to the Board committees. As part of its responsibilities as set forth in its charter, the Audit and Finance Committee is responsible for discussing with management the Company’s major financial risk exposures and the steps management has taken to monitor and control those exposures, including the Company’s risk assessment and risk management policies. In this regard, the Company’s chief audit executive prepares annually a corporate risk assessment report and provides that report to the Board of Directors each year. This report identifies the material business risks (including strategic, operational, financial reporting and compliance risks) for the Company and identifies the controls and management initiatives that respond to and mitigate those risks. The Company’s management regularly evaluates these controls, and the chief audit executive periodically reports to the Audit and Finance Committee regarding their design and effectiveness. The Audit and Finance Committee also receives annual reports from management on the Company’s ethics program and on environmental compliance, regularly reviews with management the Company’s financial arrangements, capital structure and the Company’s ability to access the capital markets, and oversees the allocation policies with respect to the Company’s pension assets, as well as the performance of pension plan investments. As part of its responsibilities as set forth in its charter, the Compensation Committee annually reviews management’s assessment of risk as it relates to the Company’s compensation arrangements. The Nominating and Corporate Governance Committee annually reviews the Company’s corporate governance guidelines and their implementation. Each committee regularly reports to the full Board.

Compensation of Directors

TheDuring 2018, the Company’snon-employee directors receivereceived an annual retainer of $60,000. Mr. Weaver receivesEffective January 1, 2019, the amount of this annual retainer will be increased to $85,000. During 2018 and continuing in 2019, the independent lead director received and will continue to receive an additional $100,000$50,000 annual retainer for serving as Chairman ofretainer. During 2018, the Board. The chair of the Audit and Finance Committee receivesreceived a $26,000 annual retainer, which amount will be increased to $30,000 during 2019. During 2018, the chair of the Compensation Committee receivesreceived a $19,000 annual retainer, and thewhich will be increased to $20,000 beginning March 1, 2019. The chair of the Nominating and Corporate Governance Committee receivesreceived a $16,250 annual retainer. Eachretainer during 2018 and will receive the same amount during 2019. During 2018 and continuing in 2019, each other member of the Audit and Finance Committee receivesreceived and will receive a $12,000 annual retainer and each other member of the Compensation Committee and the Nominating and Corporate Governance Committee receivesreceived and will receive a $7,500 annual retainer. On February 9, 2017,12, 2018, eachnon-employee director at the time of the Board meeting on that date received an annual grant of 10,63914,635 restricted stock units having a value of $150,010$150,009 based on the fair market value of Unisys common stock on that date that vested immediately. On April 26, 2017, Mr. Martin2018, Ms. Paolillo received an annual grant of 12,50012,223 restricted stock units having a value of $150,000$137,509 based on the fair market value of Unisys common stock on that date that vested immediately. On October 20, 2017, Ms. James received a grant of 8,427 restricted stock units having a value of $75,000 based on the fair market value of Unisys common stock on

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Unisys common stock on that date that vested immediately. Directors may defer receipt of these restricted stock units until termination of service, or until a specified date, under the Company’s deferred compensation plan for directors.

The annual retainers described above are paid in monthly installments in cash. However, directors may defer until termination of service, or until a specified date, all or a portion of their cash fees under the Company’s deferred compensation plan for directors. Under this plan, any deferred cash amounts, and earnings or losses thereon (calculated by reference to investment options available under the Unisys Savings Plan and selected by the director), are recorded in a memorandum account maintained for each director. Formerly, directors could choose, on an annual basis, to receive their fees in the form of common stock equivalent units under the Unisys Corporation Director Stock Unit Plan. The value of each stock unit at any point in time is equal to the value of one share of Unisys common stock. Stock units are recorded in a memorandum account maintained for each director. A director’s stock unit account is payable in Unisys common stock, either upon termination of service or on a date specified by the director, at the director’s option. Directors do not have the right to vote with respect to any stock units. This plan was terminated in 2004 and no shares (other thenthan shares subject to outstanding awards previously received) are available for future issuance under this plan. The right to receive future payments of deferred cash accounts is an unsecured claim against the Company’s general assets. Directors who are employees of the Company do not receive any cash, stock units, stock options or restricted stock units for their services as directors. The following table provides a summary of the 20172018 compensation of currentnon-employee directors who served during 2017.2018.

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Under the Company’s stock ownership guidelines, directors are expected to own Unisys stock or stock units having a value equal to five times their annual retainer within five years after the director’s date of election to the Board. Directors serving as of January 1, 2019 will have until January 1, 2024 to be compliant with the increase in the expected ownership levels resulting from the increase in the annual retainer that became effective in 2019. The number of shares owned by each director is set forth in the stock ownership table on page 26.42.

Code of Ethics and Business Conduct

The Unisys Code of Ethics and Business Conduct applies to all employees, officers (including the Chief Executive Officer, Chief Financial Officer and principal accounting officer or controller) and directors. The code is posted on the Company’s web site at www.unisys.com/ethics and is also available in print to any stockholder who requests it. The Company intends to post amendments to or waivers from the code (to the extent applicable to the Company’s Chief Executive Officer, Chief Financial Officer or principal accounting officer or controller) at this location on its web site.

Corporate Governance Guidelines

The Board of Directors has adopted Guidelines on Significant Corporate Governance Issues. The full text of these guidelines is available on the Company’s web site at www.unisys.com/governance and is also available in print to any stockholder who requests it. Among other matters, the guidelines cover the following:

1. A majority of the Board of Directors shall qualify as independent under the listing standards of the NYSE. Members of the Audit and Finance, Compensation, and Nominating and Corporate Governance Committees must also meet the NYSE independence criteria, as well as any applicable independence criteria prescribed by the SEC.

2. The Nominating and Corporate Governance Committee reviews annually with the Board the independence of outside directors. Following this review, only those directors who meet the independence qualifications prescribed by the NYSE and who the Board affirmatively determines have no material relationship with the Company will be considered independent. The Board has determined that the following commercial or charitable relationships will not be considered to be material relationships that would impair independence: (a) if a director is an executive officer or partner of, or owns more than a ten percent equity interest in, a company that does business with Unisys, and sales to or purchases from Unisys are less than one percent of the annual revenues of that company and (b) if a director is an officer, director or trustee of a charitable

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organization, and Unisys contributions to that organization are less than one percent of its annual charitable receipts.

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suggestion of the Compensation Committee, but with full discussion and concurrence by the Board. Particular attention will be paid to structuring Board compensation in a

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the Company’s common stock had a direct or indirect material interest. The Company does not have any such transactions to report.

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Independent Registered Public Accounting Firm Fees and Services

KPMG LLP was the Company’s independent registered public accounting firm for the years ended December 31, 20172018 and 2016.2017. KPMG LLP has billed the Company the following fees for professional services rendered in respect of 20172018 and 20162017 (in millions of dollars):

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resolution on compensation of its named executive officers, as described below in this proxy statement in “Executive Compensation”, “Summary Compensation Table” and the related compensation tables and narrative.

As described in detail in “Compensation Discussion and Analysis” beginning on page 27,43, the Company’s executive compensation program is designed to attract, motivate and retain the executives who lead the Company’s business, to reward them for achieving financial and strategic company goals and to align their interests with the interests of stockholders. The Company believes that the compensation of its named executive officers is reasonable, competitive and strongly focused on pay for performance principles, with a significant portion of target compensation at risk and performance based. The Company

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We currently maintain the 2016 Long-Term Incentive and Equity Compensation Plan (the “2016 Plan”), which was approved by our stockholders at the 2016 Annual Meeting of Stockholders. Additionally, there are awards currently outstanding under the 2003 Long-Term Incentive and Equity Compensation Plan (the “2003 Plan”) and the 2010 Long-Term Incentive and Equity Compensation Plan (the “2010 Plan”), plans under which we may no longer grant awards (the 2003 Plan, 2010 Plan and 2016 Plan are collectively, the “Prior Plans”). To the extent that outstanding awards under the 2003 Plan or the 2010 Plan terminate, expire, or are cancelled, forfeited, exchanged, or surrendered without having been exercised, vested or paid, the shares subject to those awards currently become available for issuance or transfer under the 2016 Plan. As of the record date, 51,762,063 shares of our common stock were outstanding and the shares remaining available for issuance under all of the Company’s equity plans, including the 2016 Plan that are not subject to currently outstanding awards, and shares subject to currently outstanding awards (including shares reserved for above target performance) under all such plans (some of which may become available under the 2016 Plan) were as follows (shares in thousands rounded to the nearest thousand):

Upon stockholder approval, the 2019 Equity Plan will replace the 2016 Plan and no further awards will be granted under the 2016 Plan. If the 2019 Equity Plan is not approved by stockholders, then the 2019 Equity Plan will not become effective and the 2016 Equity Plan will continue in full force and effect.

If the 2019 Equity Plan is approved by stockholders, then (i) shares with respect to grants outstanding under the Prior Plans immediately prior to the Plan Effective Date that, on or after such date, terminate, expire, or are canceled, forfeited, exchanged, or surrendered without having been exercised, vested or paid under the applicable Prior Plan may be issued or transferred under the 2019 Equity Plan and (ii) shares remaining available for issuance under the 2016 Plan immediately prior to the Plan Effective Date that are not subject to outstanding awards under any Prior Plan may also be issued or transferred under the 2019 Equity Plan. The terms and conditions of outstanding awards under the Prior Plans will not be affected by the approval of the 2019 Equity Plan, and the Prior Plans will remain in effect with respect to such awards.

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In addition to the shares that remain available for issuance under the 2016 Plan, we are requesting an additional 3,500,000 shares for issuance under the 2019 Equity Plan. This number was determined based on an analysis of various factors, including historical burn rate, potential dilution, industry plan cost standards, and anticipated equity compensation needs. In 2018, the 2016 Plan’s average burn rate was 5.69%. We have estimated that the potential dilution to current stockholders that could result from the future issuance of shares available under the 2019 Equity Plan, in addition to shares subject to awards outstanding under the Prior Plans, would be approximately 14.93%, calculated as follows:

New Shares Requested + Shares Available + Shares Subject to Outstanding Awards

New Shares Requested + Shares Available + Shares Subject to Outstanding Awards

+ Total Common Stock Outstanding

Based on these factors and our current grant practices, the shares requested for use under the 2019 Equity Plan are expected to meet our equity grant needs for approximately 3 to 5 years. The shares reserved may, however, last for a greater or fewer number of years depending on currently unknown factors, such as the number of grant recipients, future grant practices, and our stock price.

The Board of Directors recommends a vote “FOR” the approval of the 2019 Equity Plan.

Why Stockholders Should Approve The 2019 Equity Plan

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Key Plan Features

The 2019 Equity Plan is intended to reinforce the alignment between employees’ andnon-employee directors’ interests and stockholders’ interests, and purposefully excludes features that could misalign those interests. Accordingly, the 2019 Equity Plan:

Plan Summary

This summary of the 2019 Equity Plan’s principal features is qualified in its entirety by reference to the 2019 Equity Plan, which is attached to this proxy statement as Appendix A.

Purpose

The purpose of the 2019 Equity Plan is to provide designated employees andnon-employee members of the Board of Directors with the opportunity to receive grants of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, other equity-based awards and incentive awards (collectively “awards”). We believe that the 2019 Equity Plan will support our ongoing efforts to attract, retain and develop exceptional talent and enable us to provide incentives directly linked to our short and long-term objectives and increases in stockholder value.

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Shares Reserved

If the 2019 Equity Plan is approved by stockholders, the maximum number of shares available to be granted under the 2019 Equity Plan will be the sum of the following: (i) 3,500,000 shares, plus (ii) shares subject to outstanding awards under the Prior Plans immediately prior to the Plan Effective Date, to the extent that such awards subsequently terminate, expire, or are cancelled, forfeited, exchanged, or surrendered without having been exercised, vested or paid under the applicable Prior Plan, plus (iii) the aggregate number of shares remaining available for issuance under the 2016 Plan immediately prior to the Plan Effective Date that are not subject to outstanding awards under the Prior Plans. In no event will the aggregate number of shares of common stock issuable under the 2019 Equity Plan exceed 9,085,000 shares. The aggregate number of shares that may be issued under the 2019 Equity Plan as incentive stock options is 2,500,000 shares. The number of shares available under the 2019 Equity Plan (including for incentive stock options) is subject to adjustment in the event of certain capitalization events. The issuance of any shares under the 2019 Equity Plan will result in a reduction of the number of shares available for awards under the plan on aone-for-one basis.

Shares subject to previously granted awards under the 2019 Equity Plan will go back into the share pool and be available for future grants if the awards terminate, expire or are canceled, forfeited, exchanged or surrendered without having been exercised, or are otherwise forfeited or not paid in full in shares of common stock. Awards that are designated at grant as cash-settled awards will not be counted against the limit on the shares available under the 2019 Equity Plan.

Shares surrendered to pay the exercise price of an option or withheld to pay the taxes on any award and shares repurchased by the Company with the proceeds of an option exercise are not added to the share pool and will not be available for future grants. Additionally, the full number of shares subject to stock appreciation rights exercised and settled in shares will be counted against the limit on the shares available under the 2019 Equity Plan.

The common stock covered by the 2019 Equity Plan may be either authorized but unissued shares or reacquired shares, including shares of common stock purchased by us on the open market. On March 11, 2019, the closing price of a share of our common stock on the New York Stock Exchange was $13.10.

Award Limits

Subject to adjustment in the event of certain capitalization events, no employee is eligible to receive awards covering more than 1,000,000 shares in any calendar year. Further, no person may be granted dividend equivalents or incentive awards payable in cash measured with respect to a performance period of one year or less in excess of $5,000,000 or with respect to a performance period of more than one year in excess of $10,000,000.

Non-Employee Director Limits

Notwithstanding any provision to the contrary in the 2019 Equity Plan or in any policy of the Company regarding compensation payable to anon-employee director, the sum of the grant date fair value (determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of all awards payable in shares and the maximum amount that may become payable pursuant to all cash-

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settled awards that may be granted under the 2019 Equity Plan as compensation for services as anon-employee director, together with cash compensation paid to thenon-employee director in the form of Board of Director and committee retainer, meeting or similar fees, during any calendar year may not exceed $600,000.

Administration

The 2019 Equity Plan will be administered by a committee comprised of no fewer than two members of the Board of Directors who are appointed by the Board of Directors to administer the 2019 Equity Plan. To the extent deemed necessary by the Board of Directors, each committee member will satisfy the requirements for (i) an “independent director” under rules adopted by the New York Stock Exchange or other stock exchange on which the shares are at the time primarily traded and (ii) a “nonemployee director” for purposes of such Rule16b-3 under the United States Securities Exchange Act of 1934, as amended. The Board of Directors has delegated authority to our Compensation Committee (the “Committee”) to administer the 2019 Equity Plan. Subject to requirements of the New York Stock Exchange and applicable law, the Committee may delegate certain administrative matters under the 2019 Equity Plan to officers of the Company.

The Committee’s authority includes but is not limited to the power to: (i) construe and interpret the 2019 Equity Plan, and any agreement executed pursuant to the 2019 Equity Plan, (ii) determine who will be granted awards from the eligible population, (iii) determine the type, size and terms and conditions of the awards, (iv) determine the time when the awards will be made and the duration of any applicable exercise, vesting or restriction period, (v) determine whether the grant, vesting, exercise, issuance, retention and/or payment of an award will be subject to the attainment of one or more performance goals, (vi) amend the terms and conditions of any previously issued award, (vii) determine any restrictions on resale applicable to the shares to be issued or transferred pursuant to the award, (viii) determine whether, and to what extent, and pursuant to what circumstances an award may be settled in, or the exercise price may be paid in, cash, shares, or other awards or property, or an award may be cancelled, forfeited or surrendered, (ix) determine the number of shares or other consideration subject to awards, (x) determine whether awards will be granted singly, in combination with, in tandem with, in replacement of or as alternatives to, other awards under the 2019 Equity Plan or any other incentive or compensation plan, (xi) establish, adopt or revise any rules and regulations, including adoptingsub-plans to facilitate compliance with applicable laws, ease administration and/or take advantage oftax-favorable treatment for awards, (xii) determine whether any award will be subject to anynon-competition,non-solicitation, confidentiality, clawback or other covenants, (xiii) determine whether an incentive award or performance-based award has been earned, and (xiv) make all other determinations necessary or advisable for the administration. The Committee may accelerate the vesting of any awards at any time for any reason and may provide for complete or partial exceptions to any service or performance requirement as it deems appropriate.

Adjustments

The 2019 Equity Plan provides for equitable adjustment by the Committee to the number and kind of shares reserved under the 2019 Equity Plan, the number and kind of shares covered by, or issuable pursuant to, each outstanding award, the exercise or base price relating to an award, the individual share-based award limits under the 2019 Equity

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Plan and any other terms of affected awards in the event of certain capitalization events. Such events include a change in the number or kind of shares of common stock outstanding due to an event such as a stock dividend, spinoff, recapitalization, stock split or combination or exchange of shares, merger, reorganization, consolidation, reclassification or change in par value, or similar extraordinary or unusual event affecting the shares without the Company’s receipt of consideration, or if the value of the shares is substantially reduced due to a spinoff or the Company’s payment of an extraordinary dividend.

Eligibility

Incentive stock options may be granted only to employees of the Company and its subsidiary corporations. All other awards may be granted to employees andnon-employee directors of the Company and its subsidiaries. As of the record date, eleven executive officers and tennon-employee directors would be eligible to receive awards under the 2019 Equity Plan, if it were in effect. In 2019, awards under the 2016 Plan have been made to eleven of our executive officers, tennon-employee directors, and approximately 226non-executive officer employees of the Company and its subsidiaries.

Duration

The 2019 Equity Plan was adopted by the Board of Directors and will become effective upon its approval by the Company’s stockholders. If approved by the stockholders, the 2019 Equity Plan will continue in effect until the tenth anniversary of the Plan Effective Date, unless terminated earlier by the Board of Directors (except with respect to incentive stock options which may not be granted after the tenth anniversary of Board adoption of the 2019 Plan).

No Repricing

The 2019 Equity Plan prohibits repricing of stock options or stock appreciation rights other than in connection with an adjustment upon a capitalization event. Specifically, without prior approval of stockholders, the Committee may not lower the exercise price of an outstanding stock option or stock appreciation right, nor provide cash or any other award or security in replacement of a canceled underwater stock option or stock appreciation right other than upon a change in control.

Options

Options granted under the 2019 Equity Plan may be either incentive stock options or nonqualified stock options. The exercise period of options is determined by the Committee but, in no event, may options be exercisable more than ten years from the date they are granted, or five years for incentive stock options granted to employees who own stock possessing more than 10% of the voting power of all classes of stock of the Company or any subsidiary (“10% stockholders”). The exercise price for each option must be no less than 100% of the fair market value of a share at the time the option is granted, or 110% for incentive stock options granted to 10% stockholders. The Committee will determine when options will become exercisable and the effect of termination of service, but options may not vest prior to the first anniversary of the date of grant. The exercise price must be paid in full by the participant upon exercise of the option, by certified or bank check or other instrument permitted by the Committee, by delivering shares having a fair market value equal to the exercise price, through a broker-assisted sale or by a combination of the foregoing or such other consideration permitted by the Committee.

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Stock Appreciation Rights

The Committee may determine the terms and conditions of a stock appreciation right. However, no stock appreciation right will be exercisable after the expiration of ten years from the date of grant, the stock appreciation right may not vest prior to the one year anniversary from the date of grant and the base price for a stock appreciation right must be no less than 100% of the fair market value of a share at the time the stock appreciation right is granted. Upon exercise of a stock appreciation right, the participant receives shares and/or cash equal to the value of the stock appreciation since the grant date for the number of rights exercised.

Restricted Stock Awards

The Committee may grant shares of common stock under a restricted stock award for consideration or for no consideration and subject to such restrictions as determined by the Committee. The Committee will determine to what extent, and under what conditions, the participant will have the right to vote shares of restricted stock awards and to accrue the right to any dividends or other distributions paid on such shares during any restriction period; provided, however, that no dividends will be payable until the underlying restricted stock award vests.

Restricted Stock Units

Restricted stock units are unfunded, unsecured rights to receive shares of common stock, cash, or a combination of cash and shares upon the satisfaction of certain time-based or performance-based vesting criteria. Restricted stock units are generally granted for no consideration, however the purchase price, if any for the restricted stock units will be determined by the Committee at the time of grant. Each restricted stock unit represents one share of common stock. Participants have no rights to the shares underlying the restricted stock units unless and until the vesting criteria for the restricted stock units has been met and the award has been settled. The Committee may grant dividend equivalent rights in connection with restricted stock units, under such terms and conditions as the Committee deems appropriate, provided that no dividend equivalent rights will be payable until the underlying restricted stock units vest.

Incentive Awards

The Committee may grant incentive awards, which are performance-based awards that are expressed in U.S. currency and may be settled in cash, shares or a combination of both in accordance with the terms set by the Committee.

Performance Awards

The Committee may determine that awards granted under the 2019 Equity Plan are performance-based awards based on performance goals or other performance-based conditions as the Committee may determine.

Performance goals under the 2019 Equity Plan include levels of achievement relating to one or more of the following measures or such other measures selected by the Committee in its discretion, which may, without limitation, apply to the Company as a whole, or to any business unit, region, sector or industry group, subsidiary, product or service line, on a U.S. GAAP ornon-GAAP basis, and which may be measured on an absolute or relative basis or in

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such other manner as deemed appropriate by the Committee: basic or diluted earnings per share; total shareholder return; operating income; net income; cash flow (including but not limited to, operating cash flow, free cash flow, and cash flow return on capital); return on equity, capital, assets, or sales; revenue or revenue growth; earnings before interest, taxes, depreciation and amortization (“EBITDA”) or EBITDA growth; stock price;debt-to-capital ratio; stockholders’ equity per share; operating income as a percent of revenue; gross profit as a percent of revenue; selling, general and administrative expenses as a percent of revenue;pre-tax profit; orders; improvements in capital structure; budget and expense management; productivity ratios; economic value added or other value added measurements; operating efficiency; working capital targets; enterprise value; customer value; customer satisfaction; completion of acquisition or business expansion. The Committee may provide for such adjustments to the Performance Goals as it deems appropriate, including but not limited to adjustments designed to reflect changes during the performance period in generally accepted accounting principles or in tax rates, currency fluctuations, the effects of acquisitions or dispositions of a business or investments in whole or in part, debt reduction charges, extraordinary or nonrecurring items, the gain or loss from claims or litigation and related insurance recoveries, the effects of impairment of tangible or intangible assets, or the effects of restructuring or reductions in force or other business recharacterization activities, income or expense related to defined benefit or defined contribution pension plans, uninsured losses from natural catastrophes or political and legal developments affecting the Company’s business (including losses as a result of war, terrorism, confiscation, expropriation, seizure, new regulatory requirements, business interruption or similar events).

The 2019 Equity Plan provides for specified procedures for awards designated as performance-based awards, including that (i) within the first 25% of the applicable performance period or service period, the Committee will establish in writing the performance goals that must be met over the applicable performance period, the maximum amount payable if the goals are met and other material terms; (ii) after the performance period, the Committee will certify whether the goals were met and may adjust or eliminate the amount payable to a participant; and (iii) unless otherwise provided in an award agreement, a performance-based award may be paid only if the goals are met. Although the Committee intends to grant performance-based awards subject to the conditions and procedures outlined above, the Committee may in its discretion grant awards that do not meet such conditions and procedures.

Other Equity Awards

The Committee may grant other share-based awards subject to such terms and conditions as the Committee determines are appropriate.

Dividends and Dividend Equivalents

In no event may any award under the 2019 Equity Plan provide for the participant’s receipt of dividends or dividend equivalents in any form prior to the vesting of such award or an applicable portion of such award.

Deferrals

Subject to applicable laws, the Committee may permit or require a participant to defer receipt of the payment of cash or the delivery of shares that would otherwise be due to the participant in connection with any award.

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Foreign Awards and Rights

The Company may grant awards to such employees of the Company and its subsidiaries who reside in foreign jurisdictions, subject to such terms and conditions as the Committee determines are appropriate. The Committee may generally amend or vary the terms of the 2019 Equity Plan in order to conform such terms with the requirements of each jurisdiction where a subsidiary is located as it considers necessary or desirable to take into account or to mitigate the burden of taxation and social security contributions for participants and/or establish one or moresub-plans for these purposes.

Change in Control

Unless the Committee determines otherwise, in the event of a change in control (as defined in the 2019 Equity Plan) where the Company is not the surviving corporation, any outstanding, unexpired awards that are not exercised, vested or paid at the time of the change in control will be assumed by or replaced with comparable awards by the surviving corporation. If the surviving corporation does not assume or replace the awards, then the awards will automatically vest and become exercisable and all restrictions and conditions on any awards will lapse. Further, unless the award agreement provides otherwise, if a participant’s employment is terminated for good reason or without cause within 24 months following a change in control, all outstanding awards will vest and become exercisable and all restrictions and conditions on any awards will lapse and if such award is a performance-based award, the award will become vested at the target level of performance. Notwithstanding the foregoing, the Committee has discretion to provide for various alternative treatment with respect to awards without the consent of the participant in the event of a change in control.

Tax Withholding

The Committee may permit or require a participant to remit to the Company or any subsidiary, an amount sufficient to satisfy any U.S. federal, state, and or local taxes and any taxes imposed by a jurisdiction outside the U.S. by (i) withholding from wages or other cash compensation; (ii) withholding from the sale of shares of underlying an award either through a voluntary or mandatory sale arranged by the Company on the participant’s behalf; or (iii) if the Committee so permits, by withholding in shares otherwise deliverable under an award.

Company Policies

The Committee may determine that an award will be subject to any applicable clawback or recoupment policies, share trading policies and any other policies implemented by the Board of Directors or the Committee, as well as any clawback or recoupment requirements required under applicable laws.

Nontransferability

Generally, only the participant may exercise rights under an award during the participant’s lifetime. A participant may not transfer those rights except by will or the laws of descent and distribution. However, if permitted by the Committee, a participant may transfer an award other than an incentive stock option pursuant to a domestic relations order or as otherwise permitted by the Committee.

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Amendment and Termination

The 2019 Equity Plan may be amended or terminated by the Board of Directors; provided, however, the 2019 Equity Plan may not be amended in the absence of stockholder approval if such approval is required under applicable laws or stock exchange requirements. In addition, without the written consent of the holder, no amendment or termination of the 2019 Equity Plan may materially and adversely modify the holder’s rights under the terms and conditions of an outstanding award, except as reserved under the 2019 Equity Plan.

New Plan Benefits

The amount and timing of awards under the 2019 Equity Plan are determined in the sole discretion of the Compensation Committee, as administrator, or the Board of Directors, and cannot be determined in advance. Future awards under the 2019 Equity Plan tonon-employee directors, officers and other employees are discretionary, and therefore not determinable at this time.

U.S. Federal Income Tax Consequences

The following discussion is a brief summary of the principal United States federal income tax consequences of participation in the 2019 Equity Plan for a participant who is a U.S. tax resident under the provisions of the Internal Revenue Code of 1986 (the “Code”) as currently in effect. The Code and its regulations are subject to change. This summary is not intended to be exhaustive and does not describe, among other things, state, local or foreign income and other tax consequences. The specific tax consequences to a participant will depend upon that participant’s individual circumstances.

Options and Stock Appreciation Rights

Under existing law and regulations, the grant of nonqualified stock options and stock appreciation rights will not result in income taxable to the employee ornon-employee director. However, the exercise of a nonqualified stock option or stock appreciation right results in taxable income to the holder. At the time of the exercise of a nonqualified stock option, the participant will be taxed at ordinary income tax rates on the excess of the fair market value of the shares purchased over the option’s exercise price. At the time of the exercise of a stock appreciation right, the participant will be taxed at ordinary income tax rates on the amount of the cash, or the fair market value of the shares, received by the employee upon exercise.

The grant of an incentive stock option will not result in income taxable to the employee. The holder will not recognize income when the incentive stock option is exercised but the holder must treat the excess of the fair market value of the underlying shares on the date of exercise over the exercise price as an item of adjustment for purposes of the alternative minimum tax. If the holder disposes of the underlying shares after he or she has held the shares for at least two years after the incentive stock option was granted and one year after the incentive stock option was exercised, the amount the holder receives upon the disposition over the exercise price is treated as long-term capital gain for the holder. If the holder makes a “disqualifying disposition” of the underlying shares by disposing of the shares before they have been held for at least two years after the date the incentive stock option was granted and one year after the date the incentive stock option was exercised, the holder will recognize compensation income equal to the excess of (i) the fair market value of

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the underlying shares on the date the incentive stock option was exercised or, if less, the amount received on the disposition over (ii) the exercise price.

Restricted Stock Awards

A participant in the 2019 Equity Plan who is granted a restricted stock award will not be taxed upon the acquisition of such shares so long as the interest in such shares is subject to a “substantial risk of forfeiture” within the meaning of Code Section 83. Upon lapse or release of the restrictions, the recipient will be taxed at ordinary income tax rates on an amount equal to the then current fair market value of the shares. Any such awards that are not subject to a substantial risk of forfeiture will be taxed at the time of grant. The basis of restricted shares held after lapse or termination of restrictions will be equal to their fair market value on the date of lapse or termination of restrictions, and upon subsequent disposition any further gain or loss will be a long-term or short-term capital gain or loss, depending upon the length of time the shares are held. A recipient of a restricted stock award may elect to be taxed at ordinary income tax rates on the full fair market value of the restricted shares at the time of grant. If this election is made, the basis of the shares acquired will be equal to the fair market value at the time of grant, no tax will be payable upon the subsequent lapse or release of the restrictions, and any gain or loss upon disposition will be a capital gain or loss.

Restricted Stock Units

A participant who is granted a restricted stock unit will not be taxed upon the grant of the award. Upon receipt of payment of cash or common stock pursuant to a restricted stock unit, the participant will realize ordinary income in an amount equal to any cash received and the fair market value of any shares received.

Performance Awards and Incentive Awards

A recipient of a performance award will generally realize ordinary income at the time shares are transferred or cash is paid to the participant with respect to such award.

Dividend Equivalents

A recipient of dividend equivalents generally will realize ordinary income at the time the dividend equivalent is paid.

Deductibility

The Company is generally entitled to a deduction equal to the compensation realized by the holders of the nonqualified stock options, incentive stock options with a disqualifying disposition, stock appreciation rights, restricted stock, restricted stock units, performance awards/incentive awards and dividend equivalents. However, under the Tax Cuts and Jobs Act of 2017, the Company’s deduction will be limited by Section 162(m) of the Code for certain covered executive officers to the extent that their total compensation in any one year exceeds $1 million (less the amount of any “excess parachute payments” as defined in Section 280G of the Code), unless such compensation qualifies for certain transition relief.

Section 409A

Section 409A of the Code imposes certain requirements on nonqualified deferred compensation arrangements. These include requirements on an individual’s election to defer

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compensation and the individual’s selection of the timing and form of distribution of the deferred compensation. Section 409A also generally provides that distributions must be made on or following the occurrence of certain events (such as the individual’s separation from service, a predetermined date, or the individual’s death). Section 409A imposes restrictions on an individual’s ability to change his or her distribution timing or form after the compensation has been deferred. For certain individuals who are officers, Section 409A requires that such individual’s distribution commence no earlier than six months after such officer’s separation from service. Certain awards under the 2019 Equity Plan may be designed to be subject to the requirements of Section 409A in form and in operation. For example, restricted stock units that provide for a settlement date following the vesting date may be subject to Section 409A. If an award under the 2019 Equity Plan is subject to and fails to satisfy the requirements of Section 409A, the recipient of that award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with the requirements of Section 409A, Section 409A imposes an additional 20% federal penalty tax on compensation recognized as ordinary income, as well as interest on such deferred compensation.

Registration of Shares

If this proposal is approved by our stockholders, the Board of Directors intends to cause the shares of common stock that will become available for issuance under the 2019 Equity Plan to be registered on a FormS-8 Registration Statement to be filed with the SEC at the Company’s expense prior to the issuance of any such shares.

The Board of Directors recommends a vote “FOR” the approval of the 2019 Equity Plan.

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EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information as of December 31, 20172018 with respect to compensation plans under which Unisys common stock is authorized for issuance.

2440

SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Shown below is information with respect to persons or groups that beneficially owned more than 5% of Unisys common stock as of February 28, 2018.March 11, 2019. This information is derived from Schedules 13G filed by such persons or groups.

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Shown below are the number of shares of Unisys common stock (or stock units) beneficially owned as of February 26, 2018March 11, 2019 by all directors, each of the executive officers named on page 33,43, and all directors and current officers of Unisys as a group.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This section details the objectives and elements of the Unisys executive compensation program, describes the related processes of our Compensation Committee, and discusses the compensation earned by our Named Executive Officers (“NEOs”). For 2018, our NEOs were:

Executive Summary

Our Business2018 Overview — Where We Are Today

Unisys is a global information technology company that builds high-performance, security-centricspecializes in providing industry-focused solutions forintegrated with leading-edge security to clients acrossin the government, commercial and financial services and commercial markets. The Company’sOur offerings include security softwaresolutions, advanced data analytics, cloud and services; digital transformationinfrastructure services, application services and workplace services; industry applicationsapplication and services; and innovative software operating environments for high-intensity enterprise computing.server software.

The Company has gone through significant changesstrategically repositioned itself in the past few years and has improved profit margins and grown full-year revenue in 2018 for the first time since 2003. The Company also met or exceeded financial guidance in 2018 for all guided metrics, marking the third-consecutive year of doing so since the beginningprocess of 2015. We have transformed the company structureproviding guidance was reinstituted. Our executive compensation program is designed to support an industrygo-to-market effort to differentiate ourselves. We have streamlined our cost structuredrive long-term profitable and increased liquidity. In 2017, the Company made substantial progress towards strengthening ourgo-to-market approachsustainable growth, as well as leadership stability and deliverednon-GAAP operating profit margin and adjusted free cash flow that exceeded our full year guidance range while achieving the high end of our revenue guidance for the full year. While more work remains to be done with ouron-going strategicre-positioning, we believe we are on the right path to further improving our Services margins, growing revenue, strengthening our balance sheet and managing our pension obligations.successful strategy execution.

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Our Transformation

We continue to execute againstin our business strategy and improve our financial performanceprogress with the Company turnaround, as depicted below.shown below, with a focus on achieving long-term growth.

Since 2015, we have continued to improve the rate of revenue decline and believe we are making progress on driving to our revenue inflection point to grow our company. We believe that continued focus on increasing our services productivity and efficiency will drive a leaner competitive cost structure and improve our operating margin.

In 2017,2018, we exceeded or achieved full-year guidance on all guidance metrics as shown below. Our 2017 results representThis is the secondthird consecutive year of either meeting or exceeding or achieving full-year guidance since were-established the process of issuing guidance two years ago.guidance.

Non-GAAP Adjusted Revenue 2018 Actual: $2.76B Guidance $2.7B-$2.825B Achieved Non-GAAP Operating Profit Margin 2018 Actual: 8.9% Guidance 7.75—8.75% Exceeded Adjusted EBITDA 2018 Actual: 15.3% Guidance 13.7—14.9% Exceeded

We continued our focus on optimizing margin and cash flow while improving revenue. We experienced traction with key elements of our strategy with good performance in our focus industries in 2018, as well as in leveraging Security as a differentiator driving success on a standalone basis and distinguishing us from competitors in larger service deals.

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AsUnisys stock has also performed well in 2018 and has generated shareholder value over the past1- and3-year periods as shown below.

UIS TSR

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Stockholder Outreach

Comprehensive efforts were made to proactively engage our top 25 stockholders prior to the stockholder vote in each of the end of 2017, the pension deficit improved by $390 million comparedlast three years to the end of the prior year. This decline of 18% represented the largest percentage decline since 2013. The estimated required cash contributions over the next five years also declined by $300 million compared to the estimates as of the end of the prior year. We are proactively addressing our pension obligation to strengthen our balance sheet. Effective January 1, 2018, the company approved an amendment to reorganize its U.S. defined benefit pension plan from one plan into two distinct plans. Participants were divided between plans to maximize administrative efficiencies in compliance with all regulations. The company estimates administrative costs, including Pension Benefit Guaranty Corporation premiums,obtain important feedback and the resulting contributions to fund such costs, will be reduced by approximately $10 million per year through 2021. Benefits offered to participants in the plans are unchanged. This amendment had no impact on the Company’s consolidated results of operations and financial position for the year ended and as of December 31, 2017. In August 2017, a new Treasurer joined the Company who is focusing on funding and risk management for the corporate pension plans to continue strengthening the balance sheet.

Stockholder Feedback

The Company has undertaken a comprehensive approach to improving the results of the stockholder advisory vote on our executive compensation(“say-on-pay”), which includes:

The Compensation Committee, with input from its independent compensation consultant, regularly evaluates its compensation programs and considers the results of its most recent stockholdersay-on-pay vote as well as feedback received directly from stockholders through our ongoing engagement. In 2017, a comprehensive effort was made to engage with many of our largest stockholders to discuss how our executive compensation program supports our strategystrategy. During 2018, senior executives and oursay-on-pay vote. Atdirectors of the April 2017 annual meeting, we receivedsay-on-pay support from holdersCompany, including the Chairman of approximately 68% of our shares of common stock present at the meeting. Following that meeting, we reached out to holders of over 85% of outstanding shares of our common stock to request a call to discuss corporate governance and executive compensation matters. Holders of over 60% of our shares responded to our request and either accepted our invitation for engagement or declined our invitation saying they had no concerns with our compensation program.Compensation Committee, participated in investor meetings. During these calls,meetings, senior executives and directors of the Company provided information regarding our executive compensation programs, responded to questions and discussed investor feedback. This process resultedWe were disappointed in valuable insight regarding stockholder views. Feedback received directlythe low level of support for oursay-on-pay vote in 2017 and 2018 (approximately 68% and 61.5%, respectively). In response, we look to improve oursay-on-pay support through changes to the executive compensation plans designed to address shareholder concerns, enhanced disclosure and continued dialogue with stockholders. As a result, we updated our disclosure in key areas and made important changes to our executive compensation program in 2018 that addressed some of the key concerns we heard from stockholders, as well as from proxy advisory firms, is summarized below.our stockholders.

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Good Governance Practices

The Compensation Committee continually evaluates the Company’s compensation policies and practices to ensure that they are consistent with good governance principles. The Committee receives regular updates on governance matters from its independent consultant. Below are highlights of our governance practices:

What We Do   ✓    What We Don’t Do ✓Provide the majority of compensation inperformance-based pay ✓    Measure performanceoverx   Excise tax gross-ups on a three-year periodchange in control ✓  Maintainstock ownership guidelines for performance-based LTI in support of our current turnaround strategyofficers and Directors ✓    Grant LTI awards whichvest ratably over 3 years to promote retentionx   Excessive severance in a change in control or termination ✓Cap incentive plan at 2x target;no payouts below threshold    x   Excessive perquisites ✓  Maintain aclawback policy x   Hedging transactions or pledging Unisys securities ✓Set afunding gate, which requires apre-defined level of profitability prior to any EVC payout ✓    No payouts below threshold andcap payouts at 2x target on the long-term and short-term incentive plansx   Automatic vesting of equity upon a change in control ✓ Maintainstock ownership guidelines for both officers and Directors; ✓ Have change in control employment agreements withdouble-trigger severance provisions for Named Officers ✓    x   Liberal share counting ✓Conduct annual compensation programrisk assessment of our compensation programs and policies ✓    Adhere to aninsider trading policy ✓ Maintain aclawback policy, which applies to all executive officers of the Company and covers cash and equity awards ✓ Receiveadvice from a compensation consulting firm that satisfies stringent independence criteria and is engaged by the Compensation Committee ✓ Limit discretionary bonuses; incentives are linked to performance relative topre-established objectives What We Don’t Do × Noexcise taxgross-ups on a change in control for Named Officers × Noexcessive severance in a change in control or termination × Noexcessive perquisites × No hedging transactions orpledging Unisys securities × Noautomatic vesting of equity upon a change in control × Noliberal share counting × Nostockx   Stock option repricing, reloads, or cash buyouts × ✓  Adhere to aninsider trading policy    Nodiscountedx   Discounted stock options or SARs × ✓Use an independent compensationconsultant engaged by and reportingdirectly to the Compensation Committee    Noliberalx   Liberal change in control definition   3248 How We Set PayWhat Guides Our Program This section describes how we set pay forOur Principles-Based Philosophy The overall objective of our executive officers listed below, sometimes referredcompensation program is to asencourage and reward the “Named Officers”:creation of sustainable, long-term stockholder value. We believe this objective is achieved via:   Named Officer   Role   In Role Since Alignment with long-term stockholders’ interests Our NEOs’ interests are more directly aligned with our stockholders’ interests when compensation programs emphasize an appropriate balance of short- and long-term financial performance  Peter A. AltabefCompetitiveness   President Total compensation should be competitive at the target performance level in order to attract qualified individuals, motivate performance and Chief Executive Officerretain, develop and reward executives with the abilities and skills needed to foster long-term value creation   2015  Inder M. Singh Senior Vice PresidentMotivating Achievement of Financial Goals and Chief Financial Officer 2016  Eric Hutto Senior Vice President and President, Enterprise Solutions 2015  TarekEl-Sadany Senior Vice President, Technology, and CTO 2015  Jeffrey E. Renzi Senior Vice President and President, Global Sales 2014 Our Compensation Strategy Our executive compensation program is designed to: ✓Strategic Objectives   Attract, motivate,An effective way to create value over the long-term is to make a significant portion of overall compensation dependent on the achievement of our short- and retain the leadership talent necessary to drive our businesslong-term financial goals and strategic objectives   ✓ Rewarding Superior Performance   Hold key leaders accountable for achievingAlthough total compensation should be tied to achievement of financial goals and strategic Companyobjectives and should be competitive at the target performance level, performance that exceeds target should be appropriately rewarded. We also believe there should be a downside risk of below-target payouts if our financial performance is below target and if we do not achieve our financial goals and strategic objectives   ✓ Responding to Change   Align interestsAs our industry evolves and our opportunities for competitive business advantages change over time, we must likewise evolve in order to continue to create value. Our compensation programs must likewise be tailored to our strategic priorities (which may require changing the performance measures in our incentive plans) and our current outlook (which may impact how we calibrate incentive plan payouts to various levels of leaders with those of our stockholdersperformance) A significant portion of target compensation for Named Officers isat-risk and performance-based. In order to maximize our ability to compete effectively, we maintain a strongpay-for-performance bias as described in the Executive Summary section. This focus is intended to 1) offer target total compensation opportunities which are competitive to attract and retain executive talent and 2) through incentives, focus executives on successful execution of the operating plan and actions which over time, are expected to lead to enhanced profitability and growth. Total target compensation for Mr. Altabef and the average total target compensation for the other Named Officers are shown below. Components of Compensation * At-Risk Compensation is subject to performance and/or stock price fluctuation   3349 Further detail on Mr. Altabef’s compensation is shown below:Compensation Components Overview  Chief Executive Officer  Compensation Component   Target Amount     Percentage of Target     Actual Amount     Performance Measured  Fixed Compensation         Base Salary   $ 991,000       14 %    $ 991,000      At-Risk Compensation(1)         Short-term Incentive(2)   $ 1,387,400       20 %    $ 1,916,971     Non-GAAPPre-Tax Profit(2), Revenue, Adjusted Free Cash Flow Time-Based RSUs(3)   $ 1,533,361       22 %    $ 915,514     Performance-Based RSUs(3)   $ 1,533,361       22 %    $ 1,087,842     Non-GAAP Operating Profit(4) Long-Term Performance Cash(3)   $ 1,533,300       22 %    $ 1,083,934     Non-GAAP Operating Profit(4)                            TotalAt-Risk Compensation   $ 5,987,422       86 %    $ 5,004,261      Total Target Compensation   $     6,978,422       100 %    $     5,995,261     (1) Subject to performance and/or stock price fluctuation (2) Threshold must be met to fund any other metrics under the EVC Plan (3) Actual amounts are amounts which vested in 2018 (4) Threshold performance must be met for payout While actual compensation reflects the performance of the Company, the Compensation Committee’s goal is for total target compensation, as well as each element of total target compensation, to be at or around the median target compensation for executives with similar positions in the market as described beginning on page 38. The Committee incorporates flexibility into its compensation programs and into the assessment process to respond to changing business needs, to emphasize specific compensation objectives and to take into consideration individual performance, as well as the relative complexity and strategic importance of specific roles. Given the Company’s ongoing transformation, ourUnisys executive compensation programs are designed to both hold executives accountable for meeting short-term objectives expected to result inprogram is composed of base salary and short- and long-term value creation and align realizable pay with long-term performance. We maintain a strong bias towardspay-for-performance principles and alignmentincentives, each of interests of executives and stockholders. 34 The 2017 compensation program included the following performance-based elements: Performance-Based Elements EVC  Plan Performance- Based LTI Time-Based RSU Tied to achievement of targets related tonon-GAAPpre-tax profit, revenue, and adjusted free cash flow ✓ Requires apre-defined level ofnon-GAAPpre-tax profit for a payout to be made on any metric ✓ No payouts for performance below threshold ✓ ✓ Number of shares or cash value is capped at 200% of target ✓ ✓ Performance goals align to financial guidance provided to investors ✓ ✓ Earned over a three-year period based on operating profit in each of the three years ✓ Payout subject to stock price fluctuations until vesting ✓ (RSUs) ✓ How We Measure Performance and Set Goals The table below describes measures used in our incentive plans and the rationale for their inclusion.which is described below.   Plan Executive Variable Compensation (EVC) Performance-Based LTI Metrics   Non-GAAPPre-Tax Profit (40% and funding gate)Compensation Component Revenue (35%) Adjusted Free Cash Flow (25%)    Non-GAAPPurpose Operating Profit (100%) Why They Are Important   •  Reflect both profitability and revenue •  Important to our stockholders •  Commonly used among the peer companies •  Measures provide strongline-of-sight for both line and staff executives to which they can influence and be held accountable •  Key measures used to manage the business and tracked regularly •  Addresses liquidity and working capital needs through adjusted free cash flowFIXED   Base salary Paid in cash •✓ Encompasses revenue and operating margin acrossProvide a competitive fixed rate of pay relative to similar positions in the Company in a single measuremarket   •✓ RelevantEnable the Company to stockholders as it is an important measure commonly used among peer companiesattract and retain critical executive talent Short-term incentives   Paid annually in cash under the Executive Variable Compensation (EVC) Plan •✓ ConsistentFocus NEOs on achieving rigorous and progressively challenging short-term performance goals that align with current focus on improving margins while maintaining expected scalethe Company’s annual operating plan and result in long-term value creation AT RISK Long-term incentives   •  Measures provide strong  line-of-sight for both linePaid under the Long-Term Incentive (LTI) plan using a combination of equity and staff executives to which they can influence and be held accountablecash   •✓ Key measure usedUse a balanced mix of award vehicles, including performance-based restricted stock units(“PB-RSUs”), performance-based cash and time-based restricted stock units(“TB-RSUs”) that focus NEOs on longer-term relative and absolute performance goals that strongly align with and drive stockholder value creation, as well as support the Company’s leadership retention strategy Compensation Mix The charts below show the total target compensation of our CEO and our other NEOs. These charts illustrate that a majority of NEO total target compensation is at risk (86% for our CEO and an average of 71% for our other NEOs). *At-Risk Compensation is subject to manage the business and tracked regularlyperformance and/or stock price fluctuation   3550 Mix of Performance Measures The performance measures included in the 2018 EVC and LTI plans are summarized below. These measures are aligned with our operating plan and strategy and tracked regularly, used to manage the business, are commonly used among the companies in our peer group and reflect the investor preferences we heard during our stockholder engagement efforts: Relative total stockholder return (“rTSR”): Unisys TSR (or TSR CAGR, when applicable) compared to the Russell 2000 index using a 30 trading day closing average to determine beginning and ending stock prices. Non-GAAP operating profit: excludes post-retirement expense and charges in connection with cost-reduction activities and is subject to adjustment by the Chief Executive Officer and the Compensation Committee regularly assessesof the Board for special items such as acquisitions/divestitures, reorganizations, restructurings or accounting changes. Revenue: In 2018, the Company’s incentive plan measures in light of the current business plan, relevance to stockholders, and alignment with peer company practices. Measures used in the EVC Plan are important to our business and widely used in our industry. When the current LTI plan design was adopted in 2015, several measures were considered. Operating profit was selected as it offers a strongline-of-sight for plan participants, it is not influenced by pension expense, which is largely driven by interest rate fluctuations, and it reflects bothtop-line growth and bottom line profitability. The above performance metrics includenon-GAAP financial measures,results include adjustments to exclude aone-time benefit from revenue previously recorded under ASC 605, which will therefore differwas also included in 2018 under ASC 606 and certain revenue relating to reimbursements from the amounts shown in the Company’s financial statements. The Company defines adjusted free cash flowcheck-processing joint venture partners for restructuring expenses included as cash from operations less capital expenditures.Non-GAAPpre-tax profit, adjusted free cash flow, andnon-GAAP operating profit exclude payments and charges related to defined benefit pension expense and restructuring and other charges which are not indicative of our ongoing operating performance.Non-GAAPpre-tax profit and adjusted free cash flow exclude interest expense and interest payments on new debt in the given year and redemption costs. The interest expense and interest payments associated with the issuance by the Company of $440 million of senior secured notes were excluded from the calculation of achievementpart of the Company’s performance metricsrecent restructuring program. Adjusted free cash flow: adjusted for pension funding, cash usage related to cost reduction charges, accounting changes and special charges. There were no special charges in 20172018. The Decision Making Process The Role of the Compensation Committee The Compensation Committee oversees the executive compensation program for our NEOs. The Committee is comprised of independent,non-employee members of the Board. The Committee works very closely with its independent compensation consultant and senior management to examine the effectiveness of the Company’s executive compensation program throughout the year. Details of the Committee’s authority and responsibilities are specified in order to evaluate ongoing operating performance tothe Committee’s charter, which both linemay be accessed at our website, www.unisys.com, by clicking “Investor Relations,” and staff executives haveline-of-sight and separate it from financing decisions.then “Corporate Governance.” In settingAs part of the responsibilities described in its charter, the Compensation Committee sets objective business performance targets for bothand the amounts payable at different levels of performance under each of our short-term and long-term incentive goals,plans. Goal setting is part of the Company’s overall business planning process and factors considered are depicted below: Based onprocess. As part of this process, and factors considered, a range of performance scenarios is developed. Goals are then set at the threshold, target and maximum performance levels with— driven by the target goals aligning with our operating planstrategic and operational plans approved by the financial guidance we provide externally.Board. The Committee also considers the probability of achievement of different levels of performance. Based on market practice described byperformance when setting goals. Over the Committee’s consultant that welast five years, total payouts under the EVC plan have averaged 107% of target, demonstrating our track record of setting rigorous goals. The Role of Senior Management The Compensation Committee also receives reports and recommendations from management. In particular, throughout 2018 the Committee solicited input from Mr. Altabef regarding the compensation of those executives who reported directly to him. In addition,   3651 believe to be consistent with practices at other companies with sizeMr. Altabef provided recommendations, based on the Company’s operating and complexity similar to our own, the targeted probability of meeting or exceeding each level is shown below: Performance Level Approximate Probability of Achievement Payout at Level Maximum 10 %  200% of Target Target 60 %  100% of Target Threshold 90 %  50% of Target Duestrategic plans, to the volatilityCompensation Committee related to the performance measures used in the Company’s short-term and transition of our business, we set a relatively wide range of performance betweenlong-term incentive plans, as well as the recommended threshold, and target and target and maximum specifically regarding profitabilityperformance levels. The Compensation Committee met from time to time in executive sessions without the presence of Mr. Altabef or any other members of management to consider the CEO’s compensation package and free cash flow measures. This is because a significant portion of profitdiscuss other matters. The Committee uses data, analysis and cash are generatedadvice provided by our Technology business,the independent compensation consultant in reviewing Mr. Altabef’s compensation, which is less than 20%then recommended to and approved by the independent members of our total revenue. A single technology deal can generate significant revenue, in excessthe Board of 10% of profit or free cash flow in a given year. It is challenging to predict the timing of technology deal closures, and a delay or loss can significantly swing profitability. For example, a delay in closing a technology deal worth 1% of total revenue could reducepre-tax profit by 10%. A 5% decline in revenue from technology deals could cause a 50% reduction in profitability. Additional detail regarding specific performance ranges for 2017 as well as our performance against the targets is discussed beginning on page 42.Directors. The Role of the Independent Compensation Consultants and ManagementConsultant The Compensation Committee retains and regularly consults with an independent compensation consultant, which in 20172018 was Pearl Meyer & Partners (“Pearl Meyer”). To ensure the Committee receives independent and unbiased advice and analysis, the consultant is prohibited from providing services of any nature to the Company’s officers and directors personally, and is prohibited from providing advice to the Company related to executive and director compensation, employee compensation, and employee benefits, other than the advice provided in service to the Committee. Under its charter, the Compensation Committee has sole authority to retain and terminate outside compensation consultants, including the authority to approve the consultant’s fees and other retention terms. The Committee annually reviews the independence of the consultant’s work under rules adopted by the SEC and NYSE and found no conflicts. The independent compensation consultant performed duties requested by the Committee including:   Providing recommendations on the composition of the peer group described under Market References belowgroup;   Analyzing executive and director compensation in comparison to the market references described belowbelow;   Updating the Compensation Committee on executive compensation and governance market trendstrends; and   Advising the Committee on the 2017 short-term2018 EVC and long-term incentive designsLTI plan designs. The compensation consultant spoke with the chair of the Compensation Committee, as well as with management, in preparing for committeeCommittee meetings, regularly attended committeeCommittee meetings and met from time to time in executive sessionsessions with the Compensation Committee without the presence of management. 37 The Compensation Committee also receives reports and recommendations from management. In particular, throughout 2017 the committee solicited input from Mr. Altabef regarding the compensationRole of those executives who reported directly to him. In addition, Mr. Altabef provided recommendations, based on the Company’s operating and strategic plans, to the Compensation Committee related to the performance measures used in the Company’s short-term and long-term incentive plans, as well as the recommended threshold, target and maximum performance levels. The Compensation Committee met from time to time in executive session without the presence of Mr. Altabef or any other members of management to consider the Chief Executive Officer’s compensation package and discuss other matters. The Committee uses data, analysis and advice provided by the independent compensation consultant in reviewing Mr. Altabef’s compensation, which is then recommended to and approved by the independent members of the Board of Directors. Market References The executive compensation program takes into account the compensation practices of companies with which the Company competes or could compete for executive talent. Intalent (the “peer group”). As part of its review of 2017 executive compensation,process, the Compensation Committee comparedcompares the Company’s overall compensation structure (mix of pay) and levels for the Chief Executive Officer, Chief Financial Officer and business unit leadersNEOs (total annual compensation, as well as each component of their total compensation) withto the peer group companies. group. The list of peer group companies was developed with input from the Committee’s compensation consultant using a selection process as follows:     1. Identify the universe of potential publicly-traded peer companies in the broader information technology sector including (but not limited to) companies identified as 52 self-reported peers of current peers, companies that name the Company as a peer, companies considered key product/service offering competitors, and companies identified by major proxy advisory firms as peerspeers.     2. Target companies that are generally similar to us with regard to revenue, employee population and enterprise valuevalue.     3. Select companies that are generally similar to us in terms of services, technology offerings and end markets served having generally similar business models of IT infrastructure, cloud infrastructure, application services, business process outsourcing, and/orhigh-end server technology Based on the above methodology, in the summer of 2016 the Committee approved the peer group below: Summer 2016 Peer Group Booz Allen Hamilton Corporation CACI International Inc. CGI Group Inc. Computer Sciences Corporation Convergys Corporation CSRA Inc. EPAM Solutions Fiserv Inc. Leidos Holdings Lexmark International Inc. ManTech International Corporation NCR Corporation Rackspace Hosting ServiceNowserved. The Compensation Committee regularly reviews the composition of the peer group and its selection criteria to ensure that they remain appropriate in light of the evolving 38 competitive landscape including consideration of merger and acquisitionsacquisition activity. In October 2017, the Committee’s compensation consultant recommended, and the Committee approved revisions to the 2016 Peer Group, which are shown in the table below. Thefollowing peer group selected in the summer of 2016, which was usedcompanies for setting compensation for 2017, is referred to as the 2016 Peer Group and the revised peer group selected in October 2017 is referred to as the 2017 Peer Group.2018 executive compensation:   Added to Peer Group Booz Allen Hamilton Corporation    Removed from Peer GroupICF International, Inc. CACI International Inc. Leidos Holdings CGI Group Inc. ManTech International Corporation Convergys Corporation MAXIMUS, Inc. CSRA Inc. NCR Corporation DST Systems, Inc. ICF International, Inc. MAXIMUS, Inc. Science Applications International Corporation Teradata Corporation EPAM Solutions    Computer SciencesServiceNow Fiserv Inc. Teradata Corporation (acquired by HPE’s Enterprise Services division) Lexmark (acquired by Apex Technology) Rackspace (went private in 2016) The Compensation Committee believes that the 2017 Peer Grouppeer group comprises companies with a size, complexity and business mix comparable to that of the Company. A graphic illustrating how the Company compares with the 2017 Peer Grouppeer group in terms of revenue and number of employees is shown below.   2018 Unisys vs. Peer Group Revenue (in Billions)2018 Unisys vs. Peer Group Emplyees (in Thousands)– Unisys had revenue of $2.76B and 21.9K employees in 2018 Graph data from materials reviewed by the Committee in October 2017 53 When determining 20172018 compensation for other executive officers, the Committee also considered information compiled by its independent compensation consultant from the 20162017 Willis Towers Watson CDB High Tech Survey and the 20162017 Radford Global Technology Survey. These surveys show compensation levels across a broad spectrum of technology companies and arewere used to inform the Compensation Committee regarding market executive compensation levels, particularly for positions other than Chief Executive Officer, Chief Financial OfficerCEO, CFO and business unit leaders. Comparisons to “market” in the “Executive Compensation” section of this proxy statement generally are based on the market consisting of the 2016 Peer Group when referring to the Chief2018 Executive Officer, Chief Financial Officer, business unit leaders and compensation practices are based on the companies included in the Towers Watson and Radford surveys discussed above when referring to other executive officers.Compensation Program In Detail 39 Risk Assessment and Mitigation of Compensation Policies and Practices Our Compensation Committee has reviewed our incentive compensation programs, discussed the concept of risk as it relates to our compensation program, considered various mitigating factors and reviewed these items with its independent consultant, Pearl Meyer. In addition, our Compensation Committee asked Pearl Meyer to conduct an independent risk assessment of our executive compensation program. Based on these reviews and discussions, the Compensation Committee does not believe our compensation program creates risks that are reasonably likely to have a material adverse effect on our business. We evaluated the program to assess if features in the program design mitigated risk including: compensation mix that balancesat-risk pay opportunity with fixed pay sufficient to promote basic financial security and discourage excessive risk-taking; performance metrics which align with our business strategy and long-term stockholder value creation; performance ranges, including appropriate caps and thresholds, to motivate desired behavior and ensure payouts are fiscally prudent; performance and vesting periods to encourage a long-term view and promote retention; and the existence of other risk mitigating factors such as stock ownership guidelines. Stock Ownership Guidelines Since 1998, the Company has had stock ownership guidelines in place for elected officers in order to more closely link their interests with those of stockholders. Elected officers are expected to own Unisys stock or stock units (including the “in the money” portion of vested stock options, unvested Time-Based RSUs and earned Performance-Based RSUs that have not yet vested) having a value equal to or greater than a multiple of their annual base salary, as follows: Role Stock Ownership Guide   CEO 3x  CFO & Sr. Vice Presidents  of a business unit  1.5x  Other Sr. Vice Presidents 1x  Elected Officer Vice Presidents .5x Unvested stock options, vested “under water” stock options and Performance-Based RSUs that have not yet met the performance criteria do not count toward fulfillment of the ownership guidelines. Officers are expected to meet the ownership guidelines within five years of election. The Compensation Committee reviews the adequacy of and compliance with the guidelines on an annual basis. The number of shares owned by each of the Named Officers is set forth in the stock ownership table on page 26. 40 Clawback Policy The Company maintains a clawback policy, which applies to all the Named Officers and other executive officers of the Company. Under the clawback policy, the Company will seek to recover incentive-based compensation (including cash and equity) if the Company’s financial statements are required to be restated as a result of the Company’s materialnon-compliance with the financial reporting requirements under U.S. securities laws and if the executive officer engaged in fraud or intentional misconduct that caused or otherwise contributed to the need for the restatement. Insider Trading, Anti-Hedging, and Anti-Pledging Policy The Company maintains an Insider Trading Policy, which applies to all the employees, officers and directors of the Company and its subsidiaries. The policy prohibits trading in securities of the Company while aware of materialnon-public information. Individuals identified as “key persons”, including Named Officers, are subject to further restrictions, which among other things, limits them to trading during quarterly trading windows withpre-clearance and prohibits derivatives trading, short sales, margin transactions and pledges relating to Unisys securities at any time. Principal Components of Executive Compensation As set forth above, the principal elements of our executive compensation program consist of base salary, short-term variable cash incentives and long-term incentive compensation, shown as follows: 41 Base Salary Elected officers’Base salaries represent annual fixed compensation and is a standard element of compensation necessary to attract and retain executive leadership talent. In making base salaries are determined by evaluatingsalary decisions for NEOs other than the CEO, the Compensation Committee considers the CEO’s recommendations, as well as each NEO’s position and level of responsibility within the Company. The Committee also takes into account factors such as the responsibilities and complexity of the position, the experience and performance of the individual,relevant market data, for similar roles, overall Company performance, individual performance and contributions, and internal equity within the Company. In itsFor 2018, the Compensation Committee determined the appropriate annual review at the December 2016 meeting, the Committee considered the relationship of executive compensation at the Companybase salary rate for each NEO as follows: NEO    2017 Base Salary      2018 Base Salary     Peter A. Altabef        $     991,000              $     991,000           Inder M. Singh        $     595,000              $     630,000           Eric Hutto        $     595,000              $     630,000           Venkatapathi Puvvada        $     485,000              $     535,000             Jeffrey E. Renzi      $   475,000          $   475,000     Increases to the market compensation data and determined that salaries that had been in effect for 2016 for the Named Officers were generally at or competitive with (i.e., within 15%) the market median. Modest merit increases reflecting the considerations outlined above were approved for most of our Named Officers. Further increases were givenNEO’s, who received a base salary increase, averaged 7%. Increases to Mr. Singh, Mr. Hutto, and Mr. HuttoPuvvada in July 2017 to2018 reflect increased levels of responsibility and complexity ofin their positions during our transformation. Base salaries for each named officer are shown below: Named Officer   Role   2016 Base Salary     2017 Base Salary   Peter A. Altabef   President and Chief Executive Officer   $ 972,000     $ 991,000   Inder M. Singh(1)   Senior Vice President and Chief Financial Officer   $ 525,000     $ 595,000   Eric Hutto(2)   Senior Vice President and President, Enterprise Solutions   $ 500,000     $ 595,000   TarekEl-Sadany   Senior Vice President, Technology, and CTO   $ 465,000     $ 485,000   Jeffrey E. Renzi   Senior Vice President and President, Global Sales   $ 475,000     $ 475,000   (1) Salary was increased from $555,000 effective July 3, 2017 due to the complexity of his role and criticality to the organization. (2) Salary was increased from $555,000 effective July 3, 2017 with increased responsibility for the Services segment and better alignment with market. Short-term Incentive Compensation During 2017, the Company’s elected officers wereThe NEOs are eligible to receive an annual cash incentive payment through the EVC Plan. Compensation under the EVC Planplan, which is“at-risk” compensation intended designed to motivate and hold executives accountable for the attainment of short-term performance goals.goals that align with the Company’s annual operating plan and result in long-term value creation. The Compensation Committee has the discretion to determine the criteria applicable to incentive payments and the amounts of such payouts. For 2017,2018, the amount of incentive compensationactual awards paid to the Named OfficersNEOs under the EVC plan depended upon (a) the officer’sNEO’s target annual bonus amountopportunity; and (b) the degree to which Company’sCompany performance goals were met. For 2018, target award opportunities for the NEOs, which are stated as a percentage of base salary, were as follows: NEO 2018 Target Award Opportunity (as a % of base salary) Peter A. Altabef 140 % Inder M. Singh 95 % Eric Hutto 95 % Venkatapathi Puvvada 95 % Jeffrey E. Renzi 95 % 54 The EVC Plan design for 2017 remained unchanged from 2016 andCompensation Committee reviews the performance measures under the EVC plan on an annual basis to ensure they support our operating plan and keep our NEOs focused on attaining progressively challenging short-term goals. For 2018, the performance measures and their respective weights were as follows:   Measure   Weight   Non-GAAPPre-Tax Non-GAAP Operating Profit (funding gate)     40 %  Revenue     35 %  Adjusted Free Cash Flow     25 %  42 In order to promote profitable growth, a funding gate“funding gate” based on apre-defined level of performance onnon-GAAPpre-taxnon-GAAP operating profit must be met before paying any portion of the award on any metric. The Compensation Committee set threshold, target, and maximum performance levels for each measure as shown below.below:   Performance LevelLevel*   Payout Percent (as a % of Target)   Below Threshold     0No payout %  Threshold     50 %  Target     100 %  Maximum     200 %  *  Performance levels between threshold and target and target and maximum are interpolated on a straight-line basis. Target annual bonus amounts for elected officers are approved by the Committee and are intended to be competitive in the market in which the Company competes for talent and reflect the level of responsibility of the role. They are therefore set at or around the median for comparable positions in the market. For 2017, increases in target incentives were given to certain Named Officers based on the following considerations: Named Officer   2016 EVC Total Target Amount as a % of Base Salary   2017 EVC Total Target Amount as a % of Base Salary   Considerations for Increase       Reinforce Urgency of Near-Term Performance Objectives   Recognize Increased Scope of Accountability   Improve Alignment with Market Pay Opportunities Peter A. Altabef   125%   140%   ✓     ✓ Inder M. Singh   90%   95%   ✓     ✓ Eric Hutto   90%   95%   ✓   ✓   ✓ TarekEl-Sadany   70%   95%   ✓   ✓   ✓ The EVC Plan performance goals were set to hold management accountable for the achievement of our strategic objectives at the time the goals were set, which are described more fully under “Our Transformation” beginning on page 28. The Committee considered estimated probability of achievement of different levels of performance as well as the uncertainty concerning our performance in 2017 when setting these goals. Our goal setting process is described in more detail beginning on page 35. Goals for 2017 align with the financial guidance we provided externally. Based on the outlook at the time the goals were set and with input from the independent compensation consultant, the Committee concluded these performance goals struck an appropriate balance in providing both a reasonable probability of attainment and sufficient rigor and motivation for superior performance. 43 In order to receive any payments,award in 2018, the threshold level of $117 million fornon-GAAPpre-taxnon-GAAP operating profit must be attained. The table below summarizes the threshold, target and maximum performance levels and ouractual results for each performance measure for 2017 based on2018, as well as the results announced in our earnings release on February 8, 2018, which we refer to as our “earnings release results”.resulting award payout.   Metric    Threshold ($M)      Target ($M)      Maximum ($M)      Earnings Release Results ($M)      % Funding     Weighted Payout     Threshold ($M)   Target ($M)   Maximum ($M)   Earnings Release Results ($M)   % Funding     Weighted Payout   Non-GAAPPre-tax Profit    $ 99      $ 198      $ 248      $ 205        114.1 %      45.6 %  Revenue    $       2,580      $       2,715      $       2,850      $       2,744        121.5 %      42.5 %  Non-GAAP Adjusted Revenue     $           2,612             $           2,749             $           2,886             $           2,763                   109.90     %              38.47     %    Non-GAAP Operating Profit     $     117             $     234             $     293             $     245.3                   119.25     %              47.70     %    Adjusted Free Cash Flow    $ 88      $ 176      $ 220      $ 222        200.0 %      50.0 %      $     60             $     120             $     150             $     62                   51.67     %              12.92     %                     Total       138.2 %                    Total                   99.08     %    In 2017,The following table shows the actual awards paid to the NEOs under the EVC Plan funded on all performance measures based on our earnings release results. The aggregateplan. Total target amounts for each individual represent the percentage of target bonusbase salary referred to above in this section. These amounts paid with respect to all three performance measures, after taking into accountwere determined in December 2017 and assume that each NEO remained employed by the weightings of performance measures discussed above, was approximately 138.2%.Non-GAAPpre-tax profit and revenue were above target and adjusted free cash flow was at the maximum performance level. FollowingCompany through December 31, 2018. In early 2018, following the announcement of our earnings release results and the payout of bonuses under the EVC Planplan and the distribution of LTI awards, small adjustments were made to the results in our annual report on FormForm 10-K filed with the SEC on March 12, 2018, as a result of which revenue was decreased by less than $2 million andnon-GAAP operating profit was decreased by less than $1 million. If the results reported in our annual report on FormForm 10-K had been used, the aggregate percentage of target bonus paid would have been approximately 137.7%, or a difference of 0.5%. The Company expects to deducthas deducted this difference 55 for 2017 from any payments to be made to impacted individuals under the EVC Plan as a result of the Company’s performance in 2018. The graphs below show the threshold, target and maximum performance levels and our earnings release results, in millions:    Named Officer    Total Target Amount      Formulaic-driven Amount      Total Amount Paid      Peter A. Altabef        $     1,387,400              $     1,374,636              $     1,367,976            Inder M. Singh        $     598,500              $     592,994              $     590,281            Eric Hutto        $     598,500              $     592,994              $     590,281            Venkatapathi Puvvada        $     508,250              $     503,574              $     501,363            Jeffrey E. Renzi        $     451,250              $     447,099              $     444,933         44 Over the last five years, total payouts under the plan based on corporate performance have averaged 89% of target, demonstrating our track record of setting rigorous goals: The above performance measures includenon-GAAP financial measures and will differ from amounts shown in the Company’s 2017 financial statements included in the Annual Report on Form10-K for the year ended in December 31, 2017. Additional information is described beginning on page 35. The following table shows incentives paid to the Named Officers under the EVC Plan. Total target amounts for each individual represent the percentage of base salary referred to above in this section. The EVC Plan gives the Compensation Committee discretion to consider individual performance and to adjust awards accordingly. In 2017, payout levels were based on plan funding levels and no discretion was applied. Bonus awards to the Named Officers for 2017 were determined by formula based on the Company’s earnings release results relative to performance goals. Target amounts for each Named Officer were determined in December 2016, and assume that each Named Officer remained employed by the Company through December 31, 2017.  Named Officer    Total Target Amount      Total Actual Amount  Paid     Peter A. Altabef    $ 1,387,400      $ 1,916,971     Inder M. Singh    $ 565,250      $ 781,006     Eric Hutto    $ 565,250      $ 781,006     TarekEl-Sadany    $ 460,750      $ 636,618     Jeffrey E. Renzi    $ 451,250      $ 623,492    Long-Term Incentive AwardsCompensation Long-term incentivesThe Long-Term Incentive (“LTI”) are intendedplan is designed to provide executives with a continuing stake in ourthe long-term success of the Company and to align their interests with those of our stockholders. The LTI are alsoplan provides for a variety of cash and equity-based awards. Awards granted under the LTI plan represent the largest component of total executive compensation opportunity. For 2018, the Compensation Committee used to attract, retaina combination of long-term incentive vehicles, including performance-based restricted stock units(“PB-RSUs”), performance-based cash and motivate executives responsible for ourtime-based restricted stock units(“TB-RSUs”). These vehicles focus NEOs on driving long-term success.profitable growth and shareholder value creation, as well as fostering leadership stability.   4556 The Committee evaluates the LTI program annually relative to its objectives as well as practices within the peer group. In 2016, changes were made to better reflect the Company’s strategic direction and priorities, including consideration of share availability and potential dilution, current stock price, and information provided by the Committee’s consultant on market practice and current trends. The Company stopped granting options and strengthened the emphasis on performance-based LTI with approximately 2/3 of the LTI target value linked to achievement ofnon-GAAP operating profit performance objectives. The 2016 program included performance-based LTI, with stock and performance cash components, and Time-Based RSUs. The 2016 program was designed to reduce potential stockholder dilution while increasing emphasis on achievement relative to our operating profit performance goals. The Compensation Committee believes that using different types of awards provides balance to the Company’s LTI program and mitigates risk. The following table shows how our LTI program evolved over prior years to increase the focus on long-term goals: Year Element of LTI   Change made Weight (by Value) Overview of Design       Why change was made 2015 Increased stock option term from 5 to 7 years g Promote longer-term focus and align with practices of our peer group   Increased Performance-Based RSU performance period from 1 to 3 years (prior to 2015, earned based on performance in year of grant with vesting over 3 years)PB-RSUs   g Foster urgency to meet near term goals and reward consistent performance over time in order to drive long-term value creation Replaced technology revenue and services operating margin for earning Performance-Based RSUs with companynon-GAAP operating profit g Address both revenue and profitability in a single measure 2016 Removed stock options g Limit potential dilution to stockholders Increased emphasis on performance-based LTI, delivered through stock and performance cash g g Strengthen focus on operating profit Better align with market practice 46 The above changes resulted in a LTI plan program that remained the same in 2017 as shown below: Vehicle Proportion      of Target     LTI Value     Payout   Metric     Performance      Period     Design Performance Based LTI 2/3     Threshold:   50%   Target:   100%   Maximum:   200%   Non-     GAAP     Operating   Profit     2017     2018     2019     •   Includes RSU component and performance cash component •   Approximately 1/3 of total LTI value deliveredthrough Performance- Based RSUs and 1/3 through performance cash •    Linked to specific 2017, 2018, and 2019 performance objectives with 1/3 of the target value tied to each year •    Vesting / payout per achievement of specific performance objectives for each year on the 1st, 2nd, and 3rd anniversary of grant Time-Based RSUs   1/3   •  Grant is tied to the achievement of rTSR as follows: -1/3 of targetPB-RSUgOne-year performance -1/3 of targetPB-RSUgTwo-year performance -1/3 of targetPB-RSUg Three-year performance •  rTSR is Unisys stockholder return (defined as share price appreciation plus cumulative cash dividend payments) measured against the Russell 2000 index using a 30 trading day closing average to determine beginning and ending stock price •  The performance parameters established by the Compensation Committee are equal to 100% plus or minus two times the difference between the Company’s TSR (or TSR CAGR, when relevant) and the Russell 2000 index TSR •  Vesting and payout of each of the above tranches occurs on the 1st, 2nd, and 3rd anniversary of the grant, respectively (or the date the Committee has certified the achievement of performance goals, if later) •  Actual award payouts can range between 0% and 200% of target -  No payout where Unisys TSR (or TSR CAGR) for a performance period is-50% or worse -  Payout capped at 100% of target if Unisys TSR (or TSR CAGR) is negative during the performance period -  No payout greater than 200% of target   N/A  Performance Cash   N/A 1/3   •  Grant is tied to the achievement ofnon-GAAP operating profit (defined on page 51) as follows: -  1/3 of target cashgOne-year performance -  1/3 of target cashgTwo-year performance -  1/3 of target cashg Three-year performance •  Vesting and payout of each of the above tranches occurs on the 1st, 2nd, and 3rd anniversary of the grant, respectively (or the date the Committee has certified the achievement of performance goals, if later) •  Actual payouts can range between 0% and 200% of target  TB-RSUs 1/3 •  Vest 1/3 annuallyper year on the anniversary of the grant Performance-based LTI vests over 3 years, with distinct goals for each fiscal year withinBoth performance-based elements of the vesting period, in order to measure performance over the entire three-year period while creating a strong focus on execution. Due to the challenges of setting three-year performance goals in the current environment of transformation, goals were set separately for each year in the performance period. The design is intended to foster a sense of urgency to meet near term goals and reward consistent profitable performance over time, which is expected to drive long-term value creation. The Company’s operating profit is the performance measure on which the current LTI plan is based. The Committee considered operating profit preferable to other alternatives because it offers a strong—line-of-sightPB-RSUs for plan participants; it is not influenced by pension expense, which is largely driven by interest rate fluctuations; and it reflects bothperformance cash — feature concurrenttop-lineone-year,two-year growth as well as bottom line profitability. Time-Based RSUs, which vest over a3-year period, serve as a retention vehiclecumulative and align the recipients’ interests with those of stockholders because the value of the RSUs, after grant, varies directly based on the Company’s stock price. Time-Based RSUs comprised approximately 1/3 of the target LTI grant date value. The third tranche of the 2015 Performance-Based RSUs, the second tranche of the 2016 performance-based LTI and the first tranche of the 2017 performance-based LTI grants are based on 2017non-GAAP operating profit. Goals are set for all three years at the time of grant for each cycle and vary for different grant years. The goals are set to progressivelythree-year cumulative performance   4757 increase each successive year within a grant.periods. The table below illustrates goalsactual number ofPB-RSUs and achievement foramount of performance periods completed through 2017:                 Non-GAAP Operating Profit          Grant   Year   Vesting Period     Performance Year     Threshold ($M)     Target ($M)     Maximum ($M)     Earnings Release Results ($M)     Payout    2015     Tranche 1       2015       90       180       205       183       107.2 %   2015     Tranche 2       2016       103       205       255       217       123.4 %   2015     Tranche 3       2017       128       255       308       233       91.2 %   2016     Tranche 1       2016       113       226       283       217       95.9 %   2016     Tranche 2       2017       134       268       335       233       86.8 %   2017     Tranche 1       2017       108       216       270       233       130.9 %  Goals are aligned with the Company’s operating plancash vested and financial guidance at the time of the grant. The Committee also considered the probability of achieving differentissued depend on stock performance levels at the time of grant as well as the uncertainty in the Company’s near-term performance. Performance-based LTI is earned for each year in the three-year performance cycle at a rate ranging from 50% of the target number of shares or cash units for performance at threshold level to 200% of the target number of shares or cash units for performance at or above maximum level. If the Company’s performance for a given year is below the threshold level, no shares or cash units will be earned for that year, and the related RSUs or cash units will be cancelled. Based on 2017non-GAAP operating profitachievement of $233 million as reported in the Company’s earnings release results, the first tranche of the 2017 grant was earned at 130.9%, the second tranche of the 2016 grant was earned at 86.8%, and the third tranche of the 2015 grant was earned at 91.2%. If the results reported in the Company’s annual report on Form 10-K had been used, the first tranche of the 2017 grant would have been earned at 129.6% (or a difference of 1.3%), the second tranche of the 2016 grant would have been earned at 86.6% (or a difference of 0.2%), and the third tranche of the 2015 grant would have been earned at 90.9% (or a difference of 0.3%). The Company expects to deduct an amount equal to the value of these differences from any payments to be made to impacted 48 individuals under the EVC Plan as a result of the Company’stheir respective performance in 2018. The table below summarizes the threshold, target and maximum performance levels, earnings release results, and awards earned for 2017 performance. Performance-Based RSUgoals.PB-RSU awards are settled in stock and performance cash awards are paid in cash on the anniversary of grant. The performance result used to determine the actual financial measure results and conversion ratesaward earned is calculated at the end of each performance period.   2018 Design     Vesting yearg   2018   2019   2020   2021 1st Tranche (1⁄3 of opportunity)   2018 Target Awards Granted to NEOs     Actual awards vested/issued in 2019 (for 2018 Non-GAAP Operating Profit & rTSR Performance)       2nd Tranche (1⁄3 of opportunity)     Actual awards vested/issued in 2020   (for2018-2019 Non-GAAP Operating Profit & rTSR Performance)     3rd Tranche (1⁄3 of opportunity)     Actual awards vested/issued in 2021 (for 2018-2020 Non-GAAP Operating Profit & rTSR Performance)   2018 Target LTI Plan Award Grants The table below shows the long-term incentive award values granted in fiscal 2018 for each of the target shares and cash units tied to 2018 and 2019 performance will be determined based on financial results for those years.NEOs: Long-term  NEO    PB-RSUs*      Performance Cash      TB-RSUs*      Total Value      Peter A. Altabef      $   1,533,041          $   1,534,000          $   1,533,041          $   4,600,083        Inder M. Singh        $     333,023              $     334,000              $     333,023              $     1,000,045            Eric Hutto        $     333,023              $     334,000              $     333,023              $     1,000,045            Venkatapathi Puvvada        $     233,034              $     234,000              $     233,034              $     700,068            Jeffrey E. Renzi        $     233,034              $     234,000              $     233,034              $     700,068         * Award amounts forPB-RSUs andTB-RSUs were determined based on the closing price of our common stock on the date of grant on February 12, 2018. More information about the long-term incentive awards granted to each Named OfficerNEO in 20172018 are set forth in “Grants of Plan-Based Awards” on page 53. In 2017,64. 2018 Performance-Based LTI Results The following summarizes the grant date valueperformance goals and achievements for performance-based LTI for the 2018 performance period. PB-RSUs: For 2018,one-year Unisys TSR was 60.16% as compared to the Russell 2000 index TSR of-5.98%. As a result, the NEOs earned 200% of the awards to each Named Officerfirst tranche of the 2018PB-RSU grant. 30-day Trading avg.    UIS     Russell 2000     12/29/2017      $   7.89         $   1,526.58       12/31/2018      $   12.64         $   1,435.23       TSR          60.16   %          -5.98   %  58 Performance cash: The actual amount of performance cash that vests and is issued is based on the achievement of threshold, target and maximumnon-GAAP operating profit as follows:  Performance Level    Operating Profit ($M)      Payout (as a % of Target)      Threshold        $     117                    50     %       Target        $     234                    100     %       Maximum        $     293                    200     %    Based on 2018non-GAAP operating profit of $245.3, the first tranche of the 2018 grant was generallyearned at 119.08%. 2016, 2017, and 2018 Performance-Based LTI Results The actual amount ofPB-RSUs and performance cash that vested and was issued under the LTI plan for 2016 and 2017 and the actual amount of performance cash that vested and was issued under the LTI plan for 2018 were based on the achievement of threshold, target and maximumnon-GAAP operating profit. The table below the market median.shows goals and achievement for those performance periods:                    Non-GAAP Operating Profit           Grant   Year    Vesting Period      Performance Year      Threshold ($M)      Target ($M)      Maximum ($M)      Actual ($M)      Payout    2016          Tranche 1              2016          $   113          $   226          $   283          $   217              95.9   %           Tranche 2              2017          $   134          $   268          $   335          $   223              86.8   %               Tranche 3                    2018              $     139              $     278              $     347              $     245.26                    88.2     %     2017          Tranche 1              2017          $   108          $   216          $   270          $   233              130.9   %               Tranche 2                    2018              $     119            $   238            $     297              $     245.26                    112.3     %     2018          Tranche 1              2018          $   117          $   234          $   293          $   245.26              119.1   %    Long-Term Incentive Granting Practices Most awards are granted at the time of the annual grant in the first quarter of the year, although awards may be granted as part of the hiring process or in connection with a change in responsibility. Annual grants are approved at a specified, regularly scheduled meeting of the Compensation Committee. The Compensation Committee approves the type and number of awards to be granted and the performance criteria for performance-based awards. For grants in the United States, the grant date is no earlier than the date of the meeting. The dates of regularly scheduled Board and Committee meetings are generally determined many months in advance as part of the normal Board calendaringscheduling process. LTI awards granted during the year have a grant date no earlier than the date of approval. Grants that require the approval of the Compensation Committee are typically reviewed and approved at a regularly scheduled Compensation Committee meeting or by written consent in advance of the individual’s employment commencement or promotion date. For these awards, typically the grant date is the date of the meeting if the individual receiving the grant has already commenced employment. If the individual has not yet commenced employment, the date of grant is the business day following the individual’s first day of employment.   4959 The Compensation Committee has delegated to the Chief Executive OfficerCEO the authority to grant a limited number of RSU awards as part of the annual grant process and during the year to eligible individuals (other than the Chief Executive Officer,CEO, his direct reports and employees subject to Section 16 of the Securities Exchange Act of 1934). The Committee’s delegation of authority specifies that for these RSUs the grant date will be either (a) the first business day of the month following the date of the Chief Executive Officer’sCEO’s approval, if the individual has commenced employment at the Company, or (b) if the individual has not yet commenced employment, the first business day of the month following the individual’s date of hire. Grants made as part of the annual grant process are made at the same time as the Committee approves grants to the Named Officers.NEOs. The Chief Executive OfficerCEO has no discretion with respect to choosing the grant date, and in all cases, the date of grant occurs after the date the grantee commences employment with the Company. Other Executive Compensation Practices and Policies Elected officers are expected to own Unisys stock or stock units (including the “in the money” portion of vested stock options, unvestedTB-RSUs and earnedPB-RSUs that have not yet vested) having a value equal to or greater than a multiple of their annual base salary, as follows: Role Ownership Requirement CEO 3.0x base salary Other named executive officers 1.5x base salary The CEO and other NEOs currently are in compliance with their ownership requirements. Unvested stock options, vested “under water” stock options andPB-RSUs that have not yet met the performance criteria do not count toward fulfillment of the ownership guidelines. Elected officers are expected to meet the ownership guidelines within five years of election. The Compensation Committee reviews the adequacy of and compliance with the guidelines on an annual basis. The number of shares owned by each of the NEOs is set forth in the stock ownership table on page 42. Clawback Policy The Company maintains a clawback policy, which applies to all the NEOs and other executive officers of the Company. Under the clawback policy, the Company will seek to recover incentive-based compensation (including cash and equity) if the Company’s financial statements are required to be restated as a result of the Company’s materialnon-compliance with the financial reporting requirements under U.S. securities laws and if the executive officer engaged in fraud or intentional misconduct that caused or otherwise contributed to the need for the restatement. Insider Trading, Anti-Hedging, and Anti-Pledging Policy The Company maintains an Insider Trading Policy, which applies to all the employees, officers and directors of the Company and its subsidiaries. The policy prohibits trading in securities of the Company while aware of materialnon-public information. Individuals identified as “key persons,” including the NEOs, are subject to further restrictions, which among other things, limits them to trading during quarterly trading windows withpre-clearance and prohibits derivatives trading, short sales, margin transactions and pledges relating to Unisys securities at any time. 60 Risk Assessment and Mitigation of Compensation Policies and Practices The Compensation Committee has reviewed our incentive compensation programs, discussed the concept of risk as it relates to our compensation program, considered various mitigating factors and reviewed these items with its independent compensation consultant, Pearl Meyer. In addition, the Compensation Committee asked Pearl Meyer to conduct an independent risk assessment of our executive compensation program. Based on these reviews and discussions, the Compensation Committee does not believe our compensation program creates risks that are reasonably likely to have a material adverse effect on our business. Other Bonuses The Company has a strong bias towards incentives based onpre-established goals and limits use of discretionary bonuses. In limited cases, the Company has provided modestsign-on bonuses to executives in order to compensate forrecognize value forgone at a prior employer or in order to attract a new executive to join the Company.Sign-on bonuses are often paid in installments to mitigate risk if the executive leaves the Company. Generally, executives are required topay-back anysign-on bonuses if they leave prior to completing one year of service. Other Benefits Elected officers participate in the retirement programs discussed below under “Defined Contribution Plans” and“Non-Qualified Deferred Compensation” on page 57.pages 70 and 71. In addition, subject to underwriting approvals and applicable corporate governance requirements, officers elected prior to February 2015 are eligible for supplemental death benefits under the Unisys Corporation Executive Death Benefit Only Program, which provides a death benefit equal to four times an elected officer’s base salary plus target bonus during active employment and a death benefit equal to two andone-half times an elected officer’s base salary immediately prior to retirement for retired elected officers who remain eligible for the benefit. The Company increases the benefit payable to the elected officer’s beneficiary to cover any income and employment taxes due. This benefit was eliminated and is no longer available to newly elected officers. Of the Named Officers,current NEOs, only Mr. Altabef and Mr. Renzi participate in this program. Perquisites available to executive officers primarily consist ofare limited to financial counseling/tax preparation services and an annual physical examination. These benefits are designed to promote executive wellness and financial security. See the Summary Compensation Table on page 5263 for additional detail. In order to attract and retain key executives, the Company has entered into severance and change in control agreements with the Named Officers.NEOs. The severance agreements were put in place in December 2014 with input from the Committee’s independent consultant. The agreementsand are intended to support management continuity and retention and align with market practice. The change in control agreements are intended to provide retention and management continuity in the event of an actual or threatened change in control. More detail is provided under “Termination Arrangements” beginning on page 57.71. 50 Deductibility of Executive Compensation The Compensation Committee annually reviews and considers the deductibility of the compensation paid to our executive officers, which includes each of the Named Officers,NEOs. However, under Section 162(m)the Tax Cuts and Jobs Act of the Internal Revenue Code. Pursuant to Section 162(m), compensation paid to certain executive officers in excess of $1 million generally is not deductible. However, before the effective date of the 2017, tax reform legislation, amounts in excess of $1 million were deductible if they qualify as “performance-based compensation.” The Committee has considered the impact of the deduction limitation and the Company’s current financial context and has determined that it is not in the best interests of the Company or its stockholders to base compensation solely on objective performance criteria. Rather, the Committee believes that it should retain the flexibility to base compensation on its subjective evaluation of performance as well as on the attainment of objective goals. The exemption for qualifying performance-based 61 compensation was repealed by recentfor tax legislation effective for taxable years beginning after December 31, 2017. As a result, compensation paid to our executive officers in future years(on or after January 1, 2018) in excess of $1 million may not be deductible unless it qualifies for certain transition relief (with the scope of such transition relief being uncertain at this time).relief. While the Company will monitor guidance and developments in this area, the Compensation Committee believes that its primary responsibility is to provide a compensation program that attracts, retains and rewards the executive talent necessary for our success. Consequently, the Compensation Committee may pay or provide, and has paid or provided, compensation that is not tax deductible or is otherwise limited as to tax deductibility. Compensation Committee Report The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis set forth above with management. Based on such review and discussion, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement. Compensation Committee Jared L. Cohon Alison DavisDenise K. Fletcher Deborah Lee James Lee D. Roberts (Chair) Paul E. Weaver Notwithstanding anything to the contrary set forth in any of our previous or future filings under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act that might incorporate this proxy statement or future filings with the SEC, in whole or in part, the above report shall not be deemed to be “soliciting material” or “filed” with the SEC and shall not be deemed to be incorporated by reference into any such filing.   5162 Summary Compensation Table The following table sets forth information concerning the compensation of the Named OfficersNEOs for services rendered in all capacities to Unisys.   Name and Principal Position   Year   Salary ($)   Bonus (1) ($)   Stock Awards (2)(3) ($)   Option Awards (2) ($)   Non- Equity Incentive Plan Compen- sation (4) ($)   Change in Pension Value and Non- qualified Deferred Compen- sation Earnings (5) ($)   All Other Compen- sation (6) ($)   Total ($)     Year   Salary ($)   Bonus ($)   Stock Awards (1)(2) ($)   Option Awards (1) ($)   Non- Equity Incentive Plan Compen- sation (3) ($)   Change in Pension Value  and Non- qualified Deferred Compen- sation Earnings (4) ($)   All Other Compen- sation (5) ($)   Total ($)   Peter A. Altabef     2017       991,000       —       3,066,722       —       3,450,271       —       22,088       7,530,080       2018       991,000       —       3,066,083       —       2,550,889       —       12,868       6,620,840   President and Chief Executive     2016       972,000       —       2,867,704       —       2,009,957       —       26,478       5,876,138     2015       972,000       —       2,420,790       1,373,958       1,312,200       —       33,208       6,112,155   Chairman, CEO and President     2017       991,000       —       3,066,722       —       3,000,905       —       22,088       7,080,715     2016       972,000       —       2,867,704       —       2,009,957       —       26,478       5,876,138   Inder M. Singh     2017       575,000       40,000       600,040       —       1,081,006       —       14,350       2,310,396       2018       630,000       —       666,045       —       890,747       —       8,250       2,195,042   Chief Financial Officer     2016       375,489       40,000       296,558       —       520,195       —       7,748       1,239,990       2017       575,000       40,000       600,040       —       966,247       —       14,350       2,195,637       2016       375,489       40,000       296,558       —       520,195       —       7,748       1,239,990   Eric Hutto     2017       575,000       —       600,040       —       1,081,006       —       8,214       2,264,260       2018       630,000         666,045         835,168         8,342       2,139,555   Senior Vice President, Enterprise Solutions     2016       491,667       —       433,385       —       643,922       —       7,950       1,576,924   TarekEl-Sadany     2017       485,000       —       467,020       —       869,618       —       18,002       1,839,641   Senior Vice President, Services     2016       462,115       —       432,379       —       484,776       —       13,201       1,392,471   Senior Vice President and President, Enterprise Solutions     2017       575,000       —       600,040       —       974,388       —       8,214       2,157,642     2016       491,667       —       433,385       —       643,922       —       7,950       1,576,924                   Venkatapathi Puvvada Senior Vice President and President, Unisys Federal     2018       535,000       —       466,068       —       662,756       —       9,939       1,673,762   Jeffrey E. Renzi     2017       475,000       —       467,020       —       856,492       —       16,160       1,814,672       2018       475,000         466,068         625,044         13,250       1,579,362   Senior Vice President and President, Global Sales     2016 2015         475,000 475,000         — —         563,561 570,650         — 274,714         666,329 487,350         — —         12,950 18,621         1,717,840 1,826,335         2017       475,000       —       467,020       —       806,691       —       16,160       1,764,871   Senior Vice President and President, Global Sales   2016       475,000       —       563,561       —       666,329       —       12,950       1,717,840     (1) Amounts shown for 2017 include final installment ofsign-on bonus of $40,000 to Mr. Singh. (2) Amounts shown are the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. For a discussion of the assumptions made in such valuation, see note 16 to the Company’s 20172018 financial statements included in the Annual Report on FormForm 10-K for the year ended December 31, 2017.2018. For more details on grants in 2017,2018, see “Grants of Plan-Based Awards” below.   (3)(2) Amounts shown for 20172018 represent the aggregate grant date fair value of the Performance-Based RSUs, assuming that target performance levels are met, and the Time-Based RSUs granted to each Named OfficerNEO in 2017.2018. Assuming that maximum performance levels are achieved, the value of the awards at date of grant would be as follows: Mr. Altabef — $4,600,083;$4,599,124; Mr. Singh — $900,060;$999,068; Mr. Hutto — $900,060;$999,068; Mr. El-SadanyPuvvada — $700,530;$699,102; Mr. Renzi — $700,530.$699,102.   (4)(3) Amounts include short-term incentives under the EVC Plan and long-term cash incentives under the 2010 Plan and the 2016 Plan.   (5)(4) Mr. Puvvada is the only NEO who participates in these plans. For Mr. Puvvada in 2018 there was decrease in pension value of $6,046. Effective December 31, 2006, the Company’s U.S. defined benefit pension plans were frozen, and benefits thereunder ceased to accrue. No Named Officer participates in these plans.   (6)(5) For 2017,2018, amounts consist of the following: Mr. Altabef — matching contributions of $11,095$8,350 and perquisites of $10,993,$4,518, which include financial planning,includes spousal travel and physical; Mr. Singh — matching contributions of $8,100 and perquisites of $6,250, which include financial planning;$8,250; Mr. Hutto — matching contributions of $8,100$8,250 and perquisites of $114,$92, which includeincludes spousal travel;Mr. El-SadanyPuvvada — matching contributions of $10,165$8,250 and perquisites of $7,837,$1,689, which includeincludes financial planning and physical;planning; Mr. Renzi — matching contributions of $8,100$8,250 and perquisites of $8,060,$5,000, which includeincludes financial planning and physical.planning.   5263 Grants of Plan-Based Awards The following table sets forth information on grants of plan-based awards during 20172018 to the Named Officers.NEOs.   Name   Award Type   Grant Date     Estimated Future Payouts UnderNon-Equity Incentive Plan Awards     Estimated Future Payouts Under Equity Incentive Plan Awards   All Other Stock Awards: Number of Shares of Stock or Units (#)     All Other Option Awards: Number of Securities Underlying Options (#)     Exercise or Base Price of Option Awards ($/sh)     Grant Date Fair Value of Stock and Option Awards ($)       Estimated Future Payouts UnderNon-Equity Incentive Plan Awards     Estimated Future Payouts Under Equity Incentive Plan Awards     All Other Stock Awards: Number of Shares of Stock or Units (#)   All Other Option Awards: Number of Securities Underlying Options (#)   Exercise or Base Price of Option Awards ($/sh)   Grant Date Fair Value of Stock and Option Awards ($)   Name Award Type   Grant Date   Threshold ($)   Target ($)   Maximum ($)   Threshold (#)   Target (#)   Maximum (#)   All Other Stock Awards: Number of Shares of Stock or Units (#)     All Other Option Awards: Number of Securities Underlying Options (#)     Exercise or Base Price of Option Awards ($/sh)     Grant Date Fair Value of Stock and Option Awards ($)     Award Type   Grant Date   Threshold ($)   Target ($)   Maximum ($)   Threshold (#)   Target (#)   Maximum (#)       693,700       1,387,400       2,774,800             EVC Plan     693,700     1,387,400     2,774,800                   Long-Term Incentive   2/9/2017     766,650       1,533,300       3,066,600       54,375       108,749       217,498       108,749           3,066,722     Long-Term Incentive   2/12/2018   767,000     1,534,000     3,068,000     74,783     149,565     299,130     149,565         3,066,083   Inder M. Singh   EVC Plan       282,625       565,250       1,130,500                   EVC Plan     299,250     598,500     1,197,000                   Long-Term Incentive   2/9/2017     125,000       250,000       500,000       8,866       17,731       35,462       17,731           500,014     Long-Term Incentive   2/12/2018   167,000     334,000     668,000     16,245     32,490     64,980     32,490         666,045     Long-Term Incentive   7/3/2017     25,000       50,000       100,000       1,931       3,862       7,724       3,862           100,026   Eric Hutto   EVC Plan       282,625       565,250       1,130,500                   EVC Plan     299,250     598,500     1,197,000                   Long-Term Incentive   2/9/2017     125,000       250,000       500,000       8,866       17,731       35,462       17,731           500,014     Long-Term Incentive   2/12/2018   167,000     334,000     668,000     16,245     32,490     64,980     32,490         666,045     Long-Term Incentive   7/3/2017     25,000       50,000       100,000       1,931       3,862       7,724       3,862           100,026   Tarek El-Sadany   EVC Plan       230,375       460,750       921,500                 Venkatapathi Puvvada   EVC Plan     254,125     508,250     1,016,500                   Long-Term Incentive   2/9/2017     116,500       233,000       466,000       8,281       16,561       33,122       16,561           467,020     Long-Term Incentive   2/12/2018   117,000     234,000     468,000     11,368     22,735     45,470     22,735         466,068   Jeffrey E. Renzi   EVC Plan       225,625       451,250       902,500                   EVC Plan     225,625     451,250     902,500                   Long-Term Incentive   2/9/2017     116,500       233,000       466,000       8,281       16,561       33,122       16,561           467,020     Long-Term Incentive   2/12/2018   117,000     234,000     468,000     11,368     22,735     45,470     22,735         466,068   Awards shown under “Estimated Future Payouts UnderNon-Equity Incentive Plan Awards” are annual bonuses in the form of cash incentive compensation through the EVC Plan. As discussed more fully in “Compensation Discussion and Analysis” above, the amount of incentive compensation paid to the Named OfficersNEOs under the EVC Plan generally depends upon (a) the officer’s target annual bonus amount and (b) the degree to which the Company’s performance goals were met. Long-term performance-based awards include performance cash awards shown under “Estimated Future Payouts UnderNon-Equity Incentive Plan Awards” and equity awards shown under “Estimated Future Payouts Under Equity Incentive Plan Awards”. These awards are long-term cash awards and Performance-Based RSUs granted under the 2016 Plan. These awards which are discussed more fully in “Compensation Discussion and Analysis” above,above. Long-term performance cash awards are earnedone-third annually over a three-year period to the extent the Company achieves a performance goal relating to 2018,2018-19 and2018-20non-GAAPoperating profitprofit. Performance-Based RSUs are earnedone-third annually over a three-year period based on relative total shareholder return in each of 2017, 2018, and 2019, respectively, and then such2018-19,2018-20. Such earned awards vest on the first, second and third anniversary of grant, respectively, if the Named OfficerNEO is then employed by the Company. Based on the Company’s 2017 2018non-GAAP operating profit as reported in the Company’s earnings release results, 130.9%119.08% of the target number of shares or cash value that was tied to 20172018 performance was earned. AwardsBased on the Company’s 2018 relative total shareholder return, 200% of the target shares that was tied to 2018 performance was earned. Performance-based RSUs made at the time of the 20172018 annual grant vested on February 9, 2018.12, 2019 and long-term performance cash awards made at the time of the 2018 annual grant vested on February 13, 2019. Awards shown under “All Other Stock Awards” are Time-Based RSUs granted under the 2016 Plan. These RSUs will vestone-third per year beginning on the first anniversary of the date of grant if the individual is then employed by the Company.   5364 Outstanding Equity Awards at FiscalYear-End The following table shows equity awards to the Named OfficersNEOs that were outstanding as of December 31, 2017.2018.     Option Awards   Stock Awards     Option Awards   Stock Awards   Name   Number of Securities Underlying Unexercised Options (#) Exercisable   Number of Securities Underlying Unexercised Options (#) Unexercisable (1)   Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)   Option Exercise Price ($)   Option Expiration Date   Number of Shares or Units of Stock That Have Not Vested (#) (2)   Market Value of Shares or Units of Stock That Have Not Vested ($) (3)   Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (4)   Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (3)     Number of Securities Underlying Unexercised Options (#) Exercisable   Number of Securities Underlying Unexercised Options (#) Unexercisable   Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)   Option Exercise Price ($)   Option Expiration Date   Number of Shares or Units of Stock That Have Not Vested (#) (1)   Market Value of Shares or Units of Stock That Have Not Vested ($) (2)   Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (3)   Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2)   Peter A. Altabef     93,334       46,666         28.19     1/5/2020     213,768       1,742,209       227,101       1,850,873     140,000         28.19     1/5/2020   269,574     3,135,146     269,574     3,135,146   Inder M. Singh               33,261       271,077       33,261       271,077               52,720     613,134     52,720     613,134   Eric Hutto     3,334       1,666         21.77     5/1/2022     38,553       314,207       37,303       304,019     5,000         21.77     5/1/2022   54,065     628,776     54,065     628,776       4,757       2,378         13.00     9/2/2022           7,135         13.00     9/2/2022         Tarek El-Sadany     14,667       7,333         20.95     6/2/2022     34,220       278,893       34,220       278,893   Venkatapathi Puvvada   4,000         32.27     2/12/2019   36,181     420,785     36,181     420,785     14,270         22.60     2/5/2022         Jeffrey E. Renzi     36,000           32.90     1/21/2019     37,823       308,257       41,060       334,639     36,000         32.90     1/21/2019   43,112     501,393     43,112     501,393       20,501       10,249         22.60     2/5/2022           37,750         22.60     2/5/2022         65   (1) Awards shown arenon-qualified stock options scheduled to vest as follows if the individual is then employed by the Company or, if not, has met certain age and service criteria. Name  Vesting Date  Number of       Shares       Peter A. Altabef 1/5/2018 46,666 Eric Hutto 5/1/2018 1,666 9/2/2018 2,378 TarekEl-Sadany 6/2/2018 7,333 Jeffrey E. Renzi 2/5/2018 10,249 54 (2) Awards shown are Time-Based RSUs. These awards are scheduled to vest as follows if the individual is then employed by the Company:     Name   Vesting Date   Number of Shares     Peter A. Altabef   1/5/20182/11/2019     10,000 2/9/2018 36,249 2/11/2018 47,51047,509     2/9/2019     36,250     2/11/12/2019     47,50949,855     2/9/2020     36,250   2/12/2020 49,855 2/12/2021 49,855   Inder M. Singh   2/9/20182019     5,910     3/29/2018 4,367 7/3/2018 1,287 9/1/2018 1,467 2/9/12/2019     5,91010,830     3/29/2019     4,367     7/3/2019     1,287     9/1/2019     1,467     2/9/2020     5,911     2/12/2020 10,830 7/3/2020     1,288   2/12/2021 10,830   Eric Hutto   2/9/201811/2019     5,910 2/11/2018 7,180 5/1/2018 2,000 7/3/2018 1,287 9/2/2018 6017,179     2/9/2019     5,910     2/11/12/2019     7,17910,830     7/3/2019     1,287     2/9/2020     5,911     2/12/2020 10,830 7/3/2020     1,288     TarekEl-Sadany   2/9/201812/2021     5,52010,830   Venkatapathi Puvvada 2/11/2019 4,769     2/11/20189/2019     7,1634,338     6/2/201812/2019     3,3337,578 2/9/2020 4,339 2/12/2020 7,578 2/12/2021 7,579   Jeffrey E. Renzi 2/11/2019 9,336     2/9/2019     5,520     2/11/12/2019     7,1637,578     2/9/2020     5,521     Jeffrey E. Renzi   2/5/201812/2020     2,5897,578     2/9/201812/2021     5,520 2/11/2018 9,337 2/9/2019 5,520 2/11/2019 9,336 2/9/2020 5,5217,579     (3)(2) Market value reflects the $8.15$11.63 closing price of Unisys common stock on December 29, 2017.31, 2018.   5566 (4)(3) Awards shown are Performance-Based RSUs for which the number of shares earned has not yet been determined. If earned, these awards are scheduled to vest as follows if the individual is then employed by the Company.     Name   Vesting Date   Number of Shares     Peter A. Altabef   2/5/201811/2019     23,333 2/9/2018 36,249 2/11/2018 47,51047,509     2/9/2019     36,250     2/11/12/2019     47,50949,855     2/9/2020     36,250   2/12/2020 49,855 2/12/2021 49,855   Inder M. Singh   2/9/20182019     5,910     3/29/2018 4,367 7/3/2018 1,287 9/1/2018 1,467 2/9/12/2019     5,91010,830     3/29/2019     4,367     7/3/2019     1,287     9/1/2019     1,467     2/9/2020     5,9105,911 2/12/2020 10,830     7/3/2020     1,288   2/12/2021 10,830   Eric Hutto   2/9/201811/2019     5,910 2/11/2018 7,180 7/3/2018 1,287 9/2/2018 1,3517,179     2/9/2019     5,910     2/11/12/2019     7,17910,830     7/3/2019     1,287     2/9/2020     5,911     2/12/2020 10,830 7/3/2020     1,288    TarekEl-Sadany   2/9/201812/2021     5,52010,830   Venkatapathi Puvvada 2/11/2019 4,769     2/11/20189/2019     7,1634,338     6/2/201812/2019     3,3337,578 2/9/2020 4,339 2/12/2020 7,578 2/12/2021 7,579   Jeffrey E. Renzi 2/11/2019 9,336     2/9/2019     5,520     2/11/12/2019     7,1637,578     2/9/2020     5,521    Jeffrey E. Renzi   2/5/201812/2020     5,8267,578     2/9/201812/2021     5,520 2/11/2018 9,337 2/9/2019 5,520 2/11/2019 9,336 2/9/2020 5,5207,579     5667 Option Exercises and Stock Vested The following table provides information on stock option exercises and the vesting of stock awards during 20172018 for each of the Named Officers.NEOs.     Option Awards   Stock Awards     Option Awards   Stock Awards   Name   Number of Shares Acquired on Exercise (#)   Value Realized on Exercise ($)   Number of Shares Acquired on Vesting (#)   Value Realized on Vesting ($)     Number of Shares Acquired on Exercise (#)   Value Realized on Exercise ($)   Number of Shares Acquired on Vesting (#)   Value Realized on Vesting ($)   Peter A. Altabef     —       —       131,868       1,846,043       —       —     203,728     2,003,356   Inder M. Singh     —       —       11,425       142,855       —       —     27,489     312,492   Eric Hutto     —       —       16,339       216,662       —       —     33,845     363,090   TarekEl-Sadany     —       —       21,481       290,553   Venkatapathi Puvvada     —       —     22,597     221,725   Jeffrey E. Renzi     —       —       30,739       424,333       —       —     38,091     372,829   Pension Benefits Certain of the Company’s officers participate in the following two pension plans sponsored by Unisys in the United States. Effective December 31, 2006, each of these plans were frozen and benefits thereunder ceased to accrue. No new participants are now allowed. Unisys Pension Plan (the “Pension Plan”) — a qualified defined benefit pension plan available to all U.S. employees who met eligibility requirements by December 31, 2006. Unisys Corporation Supplemental Executive Retirement Income Plan (the “Supplemental Plan”) — anon-qualified excess defined benefit plan available to all U.S. employees who met eligibility requirements by December 31, 2006 and whose qualified plan benefits are limited by the Internal Revenue Code or limited because they have deferred compensation undernon-qualified plans. The plan is designed to make up for the benefit shortfall created by the Internal Revenue Code limits and thenon-qualified deferrals of compensation. The table below presents pension plan information as of December 31, 2018 for Mr. Puvvada. Mr. Altabef, Mr. Singh, Mr. Hutto, and Mr. Renzi are not participants in either of the pension plans because they were not employed by the Company prior to when the plans were frozen.  Name    Plan Name      Number of Years of Credited Service (#)      Present Value of Accumulated Benefit ($)      Payments During Last Fiscal Year ($)    Venkatapathi Puvvada      Pension Plan        14.25        201,132        —        Supplemental Plan        14.25        11,459        —   The present value of the accumulated benefit has been determined assuming benefits commence as of the earliest date at which Mr. Puvvada is entitled to unreduced benefits. This is generally the later of age 62 and achievement of vesting requirements. The calculations use the same actuarial assumptions used for financial disclosure requirements for the pension plans, except that the calculations assume that Mr. Puvvada has terminated employment and therefore do not apply any decrements in respect of termination, mortality 68 before age 62, disability and the like. Assumptions as to life expectancy post age 62 are based on theRP-2014 base table (gender distinct) projected with ScaleMMP-2017. The discount rate used is 4.50% per annum. Post-retirement mortality assumptions are based on the RP-2014 gender-specific healthy annuitant tables (removing MP-2014 improvement projections from 2007-2014) and applying Scale MP-2017 projected and generationally and adjusted to grade down to an ultimate 0.75% improvement by 2023. Post-2004non-qualified benefits for terminated executives have been valued assuming benefit commencement at the later of age 55 or termination of employment with a 6 month delay reflected for key employees and the form of payment required under plan provisions. The following summarizes the benefits under the specific plans: Unisys Pension Plan On or before December 31, 2006, all employees of Unisys were eligible to participate in the Pension Plan on the January 1 or July 1 first following attainment of both age 21 and one year of service with Unisys. The Pension Plan provides benefits under two benefit formulas: 1. For service beginning on or after January 1, 2003, benefits accrue each year under a cash balance formula under which a participant’s bookkeeping account is credited with an amount equal to 4% of plan compensation. In addition, the account balance is credited with interest on a monthly basis using the annual interest rates on5-Year Constant Maturity Treasury Notes, plus 0.25%. Generally, participants vest in the benefit after completion of three years of service with Unisys. The vested cash balance benefit is available for payment following termination of employment, and the normal form of payment is a life annuity for single participants (the participant receives the periodic amount during his or her lifetime, with no survivor benefit payable after his or her death), or an actuarially reduced 50% contingent annuity for married participants (the participant receives a reduced periodic benefit during his or her lifetime to reflect the survivor payments, and the participant’s surviving beneficiary receives 50% of the periodic amount the participant received). Other annuity forms are also available on an actuarially equivalent basis. The benefit is also available in the form of a lump sum distribution. Mr. Puvvada is eligible for the cash balance benefit. 2. For employees hired prior to January 1, 2003, benefits are also based on a career pay formula. Each year, the annual accrued benefit payable to a participant at normal retirement date (age 65) is increased by 1% of plan compensation, plus 0.35% of plan compensation in excess ofone-half of the average Social Security taxable wage base for the five preceding years. Participants ultimately are eligible for the larger of: (a) the career pay formula through the date of termination of employment; or (b) the career pay formula accrued through December 31, 2002 plus the cash balance benefit described above. Generally, participants vest in the benefit after completion of three years of service with Unisys. The vested benefit is available for payment following termination of employment and attainment of early retirement eligibility (age 55). The benefit is reduced by 0.5% for each month that the benefit commences prior to age 65. Should the employee terminate employment after attainment of both age 55 and 20 years of service with Unisys, the benefit is reduced by 0.5% for each month that the benefit commences prior to age 62. The normal form of payment of the vested career pay benefit is a life annuity for single participants, or an actuarially reduced 50% contingent annuity for 69 married participants. Other annuity forms are also available on an actuarially equivalent basis. Mr. Puvvada is eligible for the career pay benefit. For both formulas, plan compensation is salary, commissions, overtime pay, paid bonus and paid accrued and unused vacation. Compensation includes amounts deferred on abefore-tax basis under the Unisys Savings Plan. Excluded from compensation are severance payments, supplements, compensation deferred under anon-qualified plan and other forms of extraordinary compensation. Plan compensation is limited by Section 401(a)(17) of the Internal Revenue Code. Although benefits ceased to accrue under the Pension Plan effective December 31, 2006, the cash balance bookkeeping accounts continue to grow with interest credits until paid. Unisys Corporation Supplemental Executive Retirement Income Plan On or before December 31, 2006, all employees of Unisys were eligible to participate in the Supplemental Plan on the January 1 or July 1 first following attainment of both age 21 and one year of service with Unisys. The Supplemental Plan provides benefits under the same provisions as the Pension Plan except as follows: Plan compensation includes compensation deferred undernon-qualified plans and is not limited by Internal Revenue Code Section 401(a)(17). The benefit payable under the Pension Plan is applied as an offset to the benefits available under the Supplemental Plan. Benefits accrued and vested prior to January 1, 2005 are payable at the same time and in the same form as the Pension Plan benefit. Benefits accrued or vested on or after January 1, 2005 are payable following the later of (a) termination of employment (or six months thereafter if the individual is among the top 50 most highly compensated officers, as defined under Section 409A of the Internal Revenue Code (“Section 409A”)) or (b) attainment of age 55. Such benefit is payable in the form of a life annuity for single participants, or an actuarially reduced 50% contingent annuity for married participants. No optional forms of benefit are currently available for benefits accrued or vested on or after January 1, 2005 under the Supplemental Plan. Although benefits ceased to accrue under the Supplemental Plan effective December 31, 2006, the cash balance bookkeeping accounts continue to grow with interest credits until paid. The Company has established a grantor trust relating to the Supplemental Plan. If a change in control of the Company occurs, the Company is required to fund the trust in an amount equal to the present value of the accrued pension benefits under the plan. Defined Contribution Plans The Named OfficersNEOs based in the U.S. are eligible to participate in the Unisys Savings Plan, which is atax-qualified defined contribution plan with a matching contributions feature. In 2017,2018, the Company made matching contributions under the plan of 50% of each 1% of eligible pay contributed by a participant on abefore-tax basis, up to the first 6% of eligible pay contributed. 70 Non-Qualified Deferred Compensation The table below shows unaudited information with respect to compensation of the NEOs that has been deferred under a plan that is nottax-qualified. Under the Company’snon-qualified deferred compensation plans, eligible employees may defer until a future date payment of all or any portion of their annual salary or bonus, as well as any vested share unit award under one of the Company’s long-term incentive plans. Amounts deferred are recorded in a memorandum account for each participant and are credited or debited with earnings or losses as if such amounts had been invested in one or more of the professionally managed investment options available under the Unisys Savings Plan, as selected by the participant. Participants may change their investment options at any time. Account balances will be paid either in a single lump sum or in annual installments, as elected by the participant. The memorandum accounts are not funded, and the right to receive future payments of amounts recorded in these accounts is an unsecured claim against the Company’s general assets. However, the Company has established a grantor 64 trust relating to itspre-2005non-qualified deferred compensation plan. If a change in control of the Company occurs, the Company is required to fund the trust in an amount equal to the aggregate account balances under that plan. Name    Executive Contributions in 2018 ($)      Company Contributions in 2018 ($)      Aggregate Earnings in 2018 ($)(1)     Aggregate Withdrawals/ Distributions in 2018 ($)      Aggregate Balance at December 31, 2018 ($)(1)   Peter Altabef      —        —        —       —        —   Inder Singh      —        —        —       —        —   Eric Hutto      —        —        —       —        —   Venkatapathi Puvvada      —        —        (4,003 )      —        28,926   Jeffrey E. Renzi      —        —        —       —        —   (1) No amounts shown in this column are reported in the Summary Compensation Table. Potential Payments upon Termination or Change in Control Under the agreements and plans discussed below, the Named OfficersNEOs would be entitled to the following payments and benefits upon termination of employment and/or a change in control of the Company. Termination Arrangements Mr. Altabef’s Letter Agreement Under the letter agreement covering the terms and conditions of Mr. Altabef’s employment as President and Chief Executive Officer, if Mr. Altabef’s employment is terminated by the Company without cause or by Mr. Altabef for good reason (defined generally as a reduction in aggregate compensation target, a material reduction in duties or authority or removal as Chief Executive Officer) prior to a change of control of the Company, Mr. Altabef will be entitled to receive an amount equal to two times the sum of (1) his base salary (at its then current rate) plus (2) his target bonus amount (as in effect on the date of termination), and monthly payments for up to 24 months equal to the difference between the monthly COBRA rate and the monthly active employee contribution rate applicable to Mr. Altabef, subject to his execution of a release of claims in favor of the Company. The 71 letter agreement includesnon-compete,non-solicitation andnon-disparagement provisions effective for 12 months from the date of termination of employment for any reason. If Mr. Altabef materially breaches any of these provisions, the Company has the right to terminate any payments described above that have not yet been made and to seek the recoupment of any such payments that were previously made. 57 Executive Officer Severance Agreements The Company has entered into letter agreements with certain of its executive officers, including the Named OfficersNEOs other than Mr. Altabef, providing that if any such executive officer’s employment is terminated by the Company without cause or by such executive officer for good reason (defined generally as a reduction in duties or authority, a reduction in annual base salary or a requirement that an executive relocate from their principal residence or perform their principal duties in a new location), that executive officer will be entitled to receive an amount equal to the sum of his or her annual base salary plus his or her annual target bonus, payable in substantially equal installments during the twelve month period following the date of termination. Each such executive officer will also be entitled to continued medical, dental and vision coverage for up to one year at the same costs applicable to active employees. In addition, if such executive officer is a participant under the Unisys Corporation Executive Death Benefit Only Program at the time of termination, the executive officer will be deemed to have met the age and service requirements for retirement as set forth in the program and, upon the executive officer’s death, his or her beneficiary shall be entitled to the post-retirement death benefits provided under the program. The amount of the termination payments to which the Named OfficersNEOs would be entitled if their employment had terminated on the last business day of 20172018 under circumstances entitling them to the payments above are set forth below, along with the total amounts that would have been payable to them in respect of medical, dental and vision coverage under the terms of their respective agreements.   Name    Aggregate Termination Payments ($)      Aggregate Medical, Dental and Vision Payments ($)     Aggregate Termination Payments ($)   Aggregate Medical, Dental and Vision Payments ($)   Peter A. Altabef      4,756,800        34,306     4,756,800     34,055   Inder M. Singh      1,160,250        16,581     1,228,500     16,460   Eric Hutto      1,160,250        18,789     1,228,500     18,858   TarekEl-Sadany         945,750        18,773   Venkatapathi Puvvada   1,043,250     18,860   Jeffrey E. Renzi         926,250        11,404     926,250     11,262   The Named OfficersNEOs are also each party to a change in control agreement with the Company, as described below. They are not entitled to receive duplicate payments under their change in control agreement and the above-described agreements. In the event of a conflict, they will be entitled to the benefits under their change in control agreement. Change in Control Agreements The Company has entered into change in control employment agreements with its executive officers, including the Named Officers.NEOs. The agreements are intended to retain the services of these executives and provide for continuity of management in the event of any actual or threatened change in control. Mr. Altabef’s change in control employment agreement is substantially similar to the other executive officer’s change in control employment 72 agreements except that the lump sum payment relating to annual salary and bonus will be equal to two and a half times the sum of his annual base salary plus the higher of his target bonus prior to the change of control, the highest annual bonus paid in the three years prior to the change of control or the annual bonus paid after the change of control. The material terms of each of the change in control employment agreements with the Named OfficersNEOs are summarized below. 58 A change in control is generally defined as (1) the acquisition of 20% or more of Unisys common stock, (2) a change in the majority of the Board of Directors unless approved by the incumbent directors (other than as a result of a contested election) and (3) certain reorganizations, mergers, consolidations, liquidations or dissolutions. Each agreement has a term ending on the third anniversary of the date of the change in control and provides that in the event of a change in control each executive will have specific rights and receive certain benefits. Those benefits include the right to continue in the Company’s employ during the term, performing comparable duties to those being performed immediately prior to the change in control and at compensation and benefit levels that are at least equal to the compensation and benefit levels in effect immediately prior to the change in control. For purposes of determining compensation levels, base salary must be at least equal to the highest salary paid or payable to the executive during the 12 months preceding the change in control, and bonus must be at least equal to the highest bonus paid or payable to the executive under the EVC Plan (or any comparable bonus or retention amount under any predecessor or successor plan or retention agreement) for the three fiscal years preceding the change in control (the “Recent Annual Bonus”). If, following a change in control, the Company terminates the executive without cause or the executive terminates employment for good reason (generally defined as a reduction in the executive’s compensation or responsibilities or a change in the executive’s job location), the terminated executive will be entitled to receive special termination benefits. These benefits are as follows: (1) apro-rated bonus for the year in which the termination occurs (based on the higher of (a) the Recent Annual Bonus and (b) the annual bonus paid or payable for the most recent fiscal year during the term of the agreement (such higher amount, the “Highest Annual Bonus”)), (2) a lump sum payment equal to two years of salary and bonus (based on the highest salary paid or payable during the term of the agreement and the Highest Annual Bonus) (or, in the case of Mr. Altabef, as described above), (3) a lump sum payment equal to the amount of premiums the Company would have paid to continue the executive in the Company’s welfare (other than health) plans for thetwo-year period, (4) for two years following the termination of employment, continued eligibility for coverage under the Company’s health plans at the same premium rates applicable to active employees and (5) outplacement services. To receive health coverage, the executive will be required to pay the full premium charged for the coverage. The Company will then reimburse the executive the amount of the premium that exceeds the amount the executive would have paid as an employee. Except as described below, if any payment or distribution by the Company to the executive is determined to be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, the payment or distribution will be reduced to avoid the imposition of the excise tax if doing so would result in greaterafter-tax benefits to the executive. The executive is under no obligation to mitigate amounts payable under these agreements.   5973 Summary If the Named OfficersNEOs had become entitled to the special termination benefits described above on the last business day of 2017,2018, they would have received the following:   Name    Pro-Rata Bonus ($)      Lump Sum Payment for Salary and Bonus ($)      Value of Outplacement Services ($)(1)      Welfare Benefit Plan Premiums ($)      Health Coverage Payments ($)      Total ($)(2)   Peter A. Altabef      1,551,555         6,356,388         50,000         20,264         34,306         8,012,513    Inder M. Singh      459,777         2,109,554         50,000         13,543         34,306         2,667,180    Eric Hutto      574,650         2,339,300         50,000         13,820         38,877         3,016,646    TarekEl-Sadany      415,664         1,801,328         50,000         11,384         38,842         2,317,218    Jeffrey E. Renzi      576,246         2,102,492         50,000         9,789         23,596         2,762,123    Name    Pro-Rata Bonus ($)      Lump Sum Payment for Salary and Bonus ($)      Value of Outplacement Services ($)(1)      Welfare Benefit Plan Premiums ($)      Health Coverage Payments ($)      Total ($)(2)   Peter A. Altabef      1,916,971        7,269,927        50,000        20,309        34,055        9,291,263   Inder M. Singh      781,006        2,822,012        50,000        16,832        34,060        3,703,910   Eric Hutto      781,006        2,822,012        50,000        16,832        39,023        3,708,873   Venkatapathi Puvvada      636,618        2,343,236        50,000        14,904        39,028        3,083,786   Jeffrey E. Renzi      623,492        2,196,984        50,000        9,835        23,304        2,903,614     (1) The agreements provide for reasonable outplacement services directly related to the termination of the executive’s employment. The executive may select the provider of outplacement services, and therefore, the costs actually incurred will vary by individual. The Company believes that the amounts shown in this column are a reasonable estimate of the potential costs of outplacement services.   (2) Amounts shown in this column do not include the value of the vested awards shown in the tables below “Long-Term Incentive Plans”. Long-Term Incentive Plans Under the Company’s long-term incentive plans, if a change in control occurs and a participant’s employment terminates for “good reason” or other than for cause within 24 months of the change in control, all stock options and Time-Based RSUs will become fully vested, apro-rata portion (based on the completed portion of the related performance cycle) of the target amount of Performance-Based RSUs granted under the Unisys Corporation 2003 Long-Term Incentive and Equity Compensation Plan, and the full amount of the target amount of Performance-Based RSUs granted under the Unisys Corporation 2010 Long-Term Incentive and Equity Compensation Plan and the 2016 Plan will vest. If a change in control and a termination of employment had occurred on the last business day of 2017,2018, the Named OfficersNEOs would have become vested in the following number of RSUs, having the following values, and would have become entitled to receive the following amount of long-term performance cash:   Name    Vested Restricted Stock Units (#)      Value of Vested Restricted Stock Units (1)($)      Value of Vested Long- Term Performance Cash ($)   Peter A. Altabef      440,869        3,593,082        2,489,300   Inder M. Singh      66,522        542,154        426,000   Eric Hutto      75,856        618,226        444,467   Tarek El-Sadany      68,440        557,786        377,134   Jeffrey E. Renzi      78,883        642,896        420,867   Name    Vested Restricted Stock Units (#)      Value of Vested Restricted Stock Units (1)($)      Value of Vested Long- Term Performance Cash ($)   Peter A. Altabef      539,148        6,270,291        3,034,200   Inder M. Singh      105,440        1,226,267        597,001   Eric Hutto      108,130        1,257,552        606,235   Venkatapathi Puvvada      72,362        841,570        404,000   Jeffrey E. Renzi      86,224        1,002,785        483,268     (1) Based on the $8.15$11.63 closing price of Unisys common stock on December 29, 2017.31, 2018.   6074 In addition, the following number of stock options would have become exercisable at the following exercise prices: Name    Stock Options (#)      Exercise Price ($)   Peter A. Altabef      46,666        28.19   Inder M. Singh      -        -   Eric Hutto      2,378        13.00        1,666        21.77   TarekEl-Sadany      7,333        20.95   Jeffrey E. Renzi      10,249        22.60   CEO Pay Ratio Pursuant to Item 402(u) of RegulationS-K, the Company is required to provide the following information with respect to the year ended December 31, 2017:2018:   The median of the annual total compensation of all employees of the Company (other than Mr. Altabef, the Company’s Chief Executive Officer) was $30,381.$29,229.   The annual total compensation of Mr. Altabef, the Company’s Chief Executive Officer, was $7,530,080.$6,620,840.   Based on this information, the ratio of the annual total compensation of the Company’s Chief Executive Officer to the median of the annual total compensation of all employees is 248227 to 1. To identify the median paid employee and determine such employee’s annual total compensation, the Company assessed its employee population as of December 31, 20172018 and determined employee compensation using the12-month period ending December 31, 2017.2018. On this date, the Company’s employee population consisted of 20,59321,900 individuals. Approximately 75% of the Company’s employees are based in countries in which the average pay is less than the average pay of the Company’s associates in the United States. The Company also calculated the Chief Executive Officer pay ratio using its U.S. population. The median of the annual total compensation of the Company’s U.S. employees (other than Mr. Altabef) was $85,201 as of December 31, 2017. Based on this information, the ratio of total annual compensation of the Company’s Chief Executive Officer to the median of the annual total compensation of the Company’s U.S. employees is 88 to 1. The Company determined its median employee by: (i) calculating total target cash compensation as the sum of salary and target variable compensation, including target sales bonus, for each of the Company’s employees, (ii) ranking the total target cash compensation of all employees except for the Chief Executive Officer from lowest to highest, and (iii) picking the employee who was in the middle of the list. GENERAL MATTERS Section 16(a) Beneficial Ownership Reporting Compliance The Company’s directors and officers are required to file reports with the SEC concerning their ownership of Unisys equity securities. During 2017,2018, the Company inadvertently failed to timely file Form 4 filings on behalf of three directors. Form 4 filings for all directors were due on February 14, 2018 and six of the nine forms were timely filed. However, upon review of those filings it was discovered on or about March 9, 2018 that three Form 4 filings had not been accepted by the SEC through a system or software issue with our third party filing service company. We corrected this error by filing the remaining three Form 4s on March 12, 2018. In addition, an amended Form 3 was filed on October 2, 2018 on behalf of Vishal Gupta, an officer of the Company, to reflect his ownership of shares that had been inadvertently omitted from his initial Form 3 filed on September 4, 2018. There were no officers or directors had anyother late filings.filings during 2018. 61 Policy on Confidential Voting It is the Company’s policy that all stockholder proxies, ballots and voting materials that identify the vote of a specific stockholder shall, if requested by that stockholder on such proxy, ballot or materials, be kept permanently confidential and shall not be disclosed to the Company, its affiliates, directors, officers and employees or to any third parties, except as may be required by law, to pursue or defend legal proceedings or to carry out the purpose of, or as permitted by, the policy. Under the policy, vote tabulators and inspectors of election are to be independent parties who are unaffiliated with and are not employees of the 75 Company. The policy provides that it may, under certain circumstances, be suspended in the event of a proxy solicitation in opposition to a solicitation of management. The Company may at any time be informed whether or not a particular stockholder has voted. Comments written on proxies or ballots, together with the name and address of the commenting stockholder, will also be made available to the Company. Stockholder Proposals and Nominations Stockholder proposals submitted to the Company pursuant to Rule14a-8 of the Exchange Act (“Rule14a-8”) for inclusion in the proxy materials for the 20192020 annual meeting of stockholders must be received by the Company by November 16, 2018.29, 2019. Any stockholder who intends to present a proposal at the 20192020 annual meeting and has not sought to include the proposal in the Company’s proxy materials pursuant to Rule14a-8 must deliver notice of the proposal to the Company no later than January 25, 2019.February 10, 2020. Any stockholder who intends to make a nomination for the Board of Directors at the 20192020 annual meeting must deliver to the Company no later than February 8, 20197, 2020 (a) a notice setting forth (i) the name, age, business and residence addresses of each nominee, (ii) the principal occupation or employment of each nominee, (iii) the number of shares of Unisys capital stock beneficially owned by each nominee, (iv) a statement that the nominee is willing to be nominated and (v) any other information concerning each nominee that would be required by the SEC in a proxy statement soliciting proxies for the election of the nominee and (b) the directors’ questionnaire, representation and agreement required by Article I, Section 8 of the Company’s Bylaws. Householding of Proxy Materials This year, a number of brokers with accountholders who are owners of Unisys common stock will be “householding” our proxy materials. This means that only one copy of the Notice and/or this proxy statement and the 20172018 annual report may have been sent to you and the other Unisys stockholders who share your address. Householding is designed to reduce the volume of duplicate information that stockholders receive and the Company’s printing and mailing expenses. If your household has received only one copy of the proxy materials, and you would prefer to receive separate copies of these documents, either now or in the future, please call us at215-986-6999, or write us at Investor Relations, Unisys Corporation, 801 Lakeview Drive, Suite 100, Blue Bell, PA 19422. We will deliver separate copies promptly. If you are now receiving multiple copies of our proxy materials and would like to have only one copy of these documents delivered to your household in the future, please contact us in the same manner. 62 Forward-Looking Statements These proxy materials contain information that may constitute “forward-looking” statements, as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events and include any statement that does not directly relate to any historical or current fact. Words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “projects” and similar expressions may identify such forward-looking statements. All forward-looking statements rely on assumptions and are subject to risks, uncertainties and other factors that could cause the Company’s actual 76 results to differ materially from expectations. Factors that could affect future results include, but are not limited to, those discussed under “Risk Factors” in Part I, Item 1A of the Company’s 20172018 Form10-K. Any forward-looking statement speaks only as of the date on which that statement is made. The Company assumes no obligation to update any forward-looking statement to reflect events or circumstances that occur after the date on which the statement is made. Other Matters At the date of this proxy statement, the Board of Directors knows of no matter that will be presented for consideration at the annual meeting other than those described in this proxy statement. If any other matter properly comes before the annual meeting, the persons appointed as proxies will vote thereon in their discretion. The Company will bear the cost of soliciting proxies. Such cost will include charges by brokers and other custodians, nominees and fiduciaries for forwarding proxies and proxy material to the beneficial owners of Unisys common stock. Solicitation may also be made personally or by telephone by the Company’s directors, officers and regular employees without additional compensation. In addition, the Company has retained Alliance Advisors to assist in the solicitation of proxies for a fee of approximately $22,500, plus expenses. By Order of the Board of Directors,   Gerald P. Kenney Senior Vice President, General Counsel and Secretary Dated: March 16, 2018[●], 2019   6377 APPENDIX A UNISYS CORPORATION 2019 LONG-TERM INCENTIVE AND EQUITY COMPENSATION PLAN The purpose of the Plan is to provide (i) designated employees of the Company and its subsidiaries and(ii) non-employee members of the Board with the opportunity to receive grants of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, other equity-based awards and incentive awards. The Company believes that the Plan will support the Company’s ongoing efforts to attract, retain and develop exceptional talent and enable the Company to provide incentives directly linked to the Company’s short and long-term objectives and linked to increases in shareholder value. The Plan is a successor to the Prior Plans. No additional grants will be made under the Prior Plans after the Effective Date. Outstanding grants under the Prior Plans shall continue in effect according to their terms, consistent with the Prior Plans. Capitalized terms used in the Plan shall have the definitions specified or otherwise referenced in Section 28 below. SECTION 1. ADMINISTRATION (a)    Committee.    The Plan shall be administered by a committee comprised of no fewer than two members of the Board who are appointed by the Board to administer the Plan (the “Committee”). To the extent deemed necessary by the Board, each Committee member shall satisfy the requirements for (i) an “independent director” under rules adopted by the New York Stock Exchange or other stock exchange on which the Common Stock is at the time primarily traded and (ii) a “nonemployee director” for purposes of such Rule16b-3 under the Exchange Act. Notwithstanding the foregoing, the mere fact that a Committee member shall fail to qualify under any of the foregoing requirements shall not invalidate any Award made by the Committee which Award is otherwise validly made under the Plan. Neither the Company nor any member of the Committee shall be liable for any action or determination made in good faith by the Committee with respect to the Plan or any Award thereunder. The Board shall have the authority to execute the powers of the Committee under the Plan and the Board shall approve and administer all grants made toNon-Employee Directors. The Committee may delegate authority to one or more subcommittees or one or more officers, as it deems appropriate; provided, however, that any delegation to one or more officers of the Company shall be subject to such guidelines as prescribed by the Committee and shall apply only to Grantees who are not subject to section 16 of the Exchange Act. To the extent the Board, a subcommittee or one or more officers administers the Plan, references in the Plan to the “Committee” shall be deemed to refer to such Board, subcommittee or officer (b)    Committee Authority.    The Committee shall have the sole authority to (i) construe and interpret this Plan, any Award Agreement and any other agreement or document executed pursuant to this Plan, (ii) determine who from among the Eligible Participants will receive Awards under the Plan, (iii) determine the type, size and terms and conditions of the Awards to be made under the Plan, (iv) determine the time when the Awards will be made and the duration of any applicable exercise, vesting or restriction period, including the criteria for exercisability, vesting and the restriction period and the acceleration of 78 exercisability, vesting and lapse of a restriction period, (v) determine whether the grant, vesting, exercise, issuance, retention and/or payment of an Award shall be subject to the attainment of one or more Performance Goals or other performance conditions, (vi) amend the terms and conditions of any previously issued Award, subject to Section 19 below, (vii) determine any restrictions on resale applicable to the shares to be issued or transferred pursuant to the Award, (viii) determine whether, and to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise price may be paid in, cash, Common Stock, or Other Awards or property, or an Award may be canceled, forfeited or surrendered; (ix) determine the number of shares of Common Stock or other consideration subject to Awards; (x) determine whether Awards will be granted singly, in combination with, in tandem with, in replacement of or as alternatives to, other Awards under this Plan or any other incentive or compensation plan of the Company or any subsidiary, (xi) establish, adopt or revise any rules and regulations, including adoptingsub-plans to this Plan, for the purposes of facilitating compliance with applicable laws, easing administration of this Plan and/or taking advantage oftax-favorable treatment for Awards, in each case as it may deem necessary or advisable, (xii) determine whether any Award shall be subject to anynon-competition,non-solicitation, confidentiality, clawback or other covenants, (xiii) determine whether an Incentive Award or Performance-Based Award has been earned, and (xiv) make all other determinations necessary or advisable for the administration of the Plan. The Committee may accelerate the vesting of any Awards at any time for any reason and may provide for complete or partial exceptions to any service or performance requirement as it deems appropriate. (c)    Committee Determinations.    The Committee shall have full power and express discretionary authority to administer and interpret the Plan, to make factual determinations and to adopt or amend such rules, procedures, regulations, agreements and instruments for implementing the Plan and for the conduct of its business as it deems necessary or advisable, in its sole discretion. The Committee’s interpretations of the Plan and all determinations made by the Committee pursuant to the powers vested in it hereunder shall be conclusive and binding on all persons having any interest in the Plan or in any Awards granted hereunder. All powers of the Committee shall be executed in its sole discretion, in the best interest of the Company, not as a fiduciary, and in keeping with the objectives of the Plan and need not be uniform as to similarly situated Grantees. No person acting under this Section 1 shall be held liable for any action or determination made with respect to the Plan or any Award under the Plan, except for the willful misconduct or gross negligence of such person. (d)    Delegation of Administration.    The Committee may delegate certain administrative matters under the Plan to such officer or officers of the Company as determined in the Committee’s discretion, and such administrator(s) may have the authority to execute and distribute Award Agreements in accordance with the Committee’s determinations, to maintain records relating to the granting, vesting, exercise, forfeiture or expiration of Awards, to process or oversee the issuance of shares or cash upon the exercise, vesting and/or settlement of an Award, and to take such other administrative actions as the Committee may specify. Any delegation by the Committee pursuant to this subsection shall be subject to and limited by applicable law or regulation, including without limitation the rules and regulations of the New York Stock Exchange or such other securities exchange on which the Common Stock is then listed. 79 SECTION 2. AWARDS (a)    Awards under the Plan may consist of grants of Incentive Stock Options as described in Section 5, Nonqualified Stock Options as described in Section 5 (Incentive Stock Options and Nonqualified Stock Options are collectively referred to as “Options”), SARs as described in Section 6, Restricted Stock Awards as described in Section 7, Restricted Stock Units (including Dividend Equivalents) as described in Section 8, Other Equity Awards as described in Section 9 and Incentive Awards as described in Section 10 (hereinafter collectively referred to as “Awards”). (b)    All Awards shall be subject to such terms and conditions as the Committee deems appropriate and as are specified in writing by the Committee to the Grantee in the Award Agreement, including the treatment of the Awards upon a termination of employment or service; provided, however, that in no event shall any Award provide for the Grantee’s receipt of Dividends or Dividend Equivalents in any form prior to the vesting of such Award or applicable portion thereof. (c)    All Awards shall be made conditional upon the Grantee’s acknowledgment, in writing or by acceptance of the Award, that all decisions and determinations of the Committee shall be final and binding on the Grantee, his or her beneficiaries and any other person having or claiming an interest under such Award. Awards under a particular Section of the Plan need not be uniform as among the Grantees. SECTION 3. SHARES SUBJECT TO THE PLAN (a)    Shares Authorized.    Subject to adjustment as described in subsection (d), the total aggregate number of shares of Common Stock that may be issued or transferred under the Plan is the sum of the following: (i) 3,500,000 shares, plus (ii) shares of Common Stock subject to outstanding awards under the Prior Plans immediately prior to the Effective Date, to the extent that such awards terminate, expire, or are canceled, forfeited, exchanged, or surrendered without having been exercised, vested or paid under the applicable Prior Plan on or after the Effective Date, plus (iii) the aggregate number of shares of Common Stock remaining available for issuance under the Prior Plans immediately prior to the Effective Date that are not subject to outstanding awards under the Prior Plans immediately prior to the Effective Date (the “Plan Limit”); provided that in no event shall the Plan Limit exceed 9,085,000 shares of Common Stock, and provided further that, for purposes of clauses (ii) and (iii), (x) the Plan Limit shall not include shares of Common Stock surrendered in payment of the exercise price of outstanding options under any Prior Plan, shares withheld or surrendered for payment of taxes with respect to outstanding awards of any type under any Prior Plan, and shares repurchased by the Company on the open market with the proceeds of the exercise price of outstanding options under any Prior Plan, and (y) if stock appreciation rights outstanding under any Prior Plan are exercised and settled in Common Stock, the full number of shares subject to such stock appreciation rights shall not be again available for issuance under the Plan, without regard to the number of shares issued upon settlement of the stock appreciation rights. (b)    Source of Shares; Share Counting.    Shares issued under the Plan may be authorized but unissued shares of Common Stock or reacquired shares of Common Stock, including shares purchased by the Company on the open market for purposes of the Plan. The issuance of any shares of Common Stock shall result in a reduction of the number of shares of Common Stock available for Awards on aone-for-one basis. If and to the extent 80 Options or SARs granted under the Plan terminate, expire or are canceled, forfeited, exchanged or surrendered without having been exercised, and if and to the extent that any Restricted Stock Awards, Restricted Stock Units, Other Equity Awards or Incentive Awards are forfeited or terminated, or otherwise are not paid in full, the shares reserved for such Awards shall again be available for purposes of the Plan.To the extent that any Awards are designated in an Award Agreement to be paid in cash, and not in shares of Common Stock, such Awards shall not count against the Plan Limit. Shares of Common Stock surrendered in payment of the exercise price of an Option, shares withheld or surrendered for payment of taxes with respect to any Award, and shares repurchased by the Company on the open market with the proceeds of the exercise price of Options, shall not be available forre-issuance under the Plan. If SARs are exercised and settled in Common Stock, the full number of shares subject to the SARs shall be considered issued under the Plan, without regard to the number of shares issued upon settlement of the SARs. The preceding provisions of this subsection (a) shall apply only for purposes of determining the aggregate number of shares of Common Stock that may be issued under the Plan, but shall not apply for purposes of determining the maximum number of shares of Common Stock with respect to which Awards may be granted to any Grantee under the Plan. (c)    Individual Limits. (i)    The maximum aggregate number of shares of Common Stock with respect to which Awards may be made under the Plan to any Employee during any calendar year is 1,000,000 shares, subject to adjustment as described in subsection (d) below. (ii)    Notwithstanding any provision to the contrary in the Plan or in any policy of the Company regarding compensation payable to aNon-Employee Director, the sum of the grant date fair value (determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of all Awards payable in shares of Common Stock and the maximum amount that may become payable pursuant to all cash-settled Awards that may be granted under the Plan to an individual as compensation for services as aNon-Employee Director, together with cash compensation paid to theNon-Employee Director in the form of Board and Committee retainer, meeting or similar fees, during any calendar year shall not exceed $600,000. For avoidance of doubt, compensation shall count towards this limit for the calendar year in which it was granted or earned, and not later when distributed, in the event it is deferred. (iii)    A Grantee may not accrue Dividend Equivalents, or receive Incentive Awards during any calendar year that are payable in cash, for an Award measured with respect to a performance period of one year or less in excess of $5,000,000. (iv)    A Grantee may not accrue Dividend Equivalents, or receive Incentive Awards during any calendar year that are payable in cash, for an Award measured with respect to a performance period of more than one year in excess of $10,000,000. (v)    The foregoing individual limits shall apply without regard to whether such Awards are to be paid in shares of Common Stock or cash. (d)    Adjustments.    If there is any change in the number or kind of shares of Common Stock outstanding by reason of (i) a stock dividend, spinoff, recapitalization, stock split or combination or exchange of shares, (ii) a merger, reorganization or consolidation, (iii) a reclassification or change in par value, or (iv) any other extraordinary or unusual event affecting the outstanding Common Stock as a class without the Company’s receipt of 81 consideration, or if the value of outstanding shares of Common Stock is substantially reduced as a result of a spinoff or the Company’s payment of an extraordinary dividend or distribution: (A) the maximum number of shares of Common Stock available for issuance under the Plan, (B) the maximum number of shares of Common Stock for which any individual may receive Awards in any year as set forth in subsection (c) above, (C) the kind and number of shares covered by outstanding Awards, (D) the kind and number of shares issued or transferred and to be issued or transferred under the Plan, (E) the price per share or the applicable market value of such Awards, and (F) any other terms of outstanding Awards that are affected by the event, shall be equitably adjusted by the Committee, in such manner as the Committee deems appropriate, to reflect any increase or decrease in the number of, or change in the kind or value of, the issued shares of Common Stock to preclude, to the extent practicable, the enlargement or dilution of rights and benefits under the Plan and such outstanding Awards, provided, however, that any fractional shares resulting from such adjustment shall be eliminated. In addition, in the event of a Change in Control of the Company, the provisions of Section 15 of the Plan shall apply. Any adjustments to outstanding Awards shall be consistent with section 409A or 424 of the Code, to the extent applicable. Any adjustments determined by the Committee shall be final, binding and conclusive. SECTION 4. ELIGIBILITY FOR PARTICIPATION (a)    Eligible Participants.    Unless otherwise set forth in Section 5(b)(i), all Employees andNon-Employee Directors shall be eligible to participate in the Plan (referred to individually as an “Eligible Participant” and collectively as “Eligible Participants”). (b)    Selection of Grantees.    The Committee shall select the Eligible Participants to receive Awards, type of Award and the number of shares of Common Stock subject to each Award in such manner as the Committee determines. Eligible Participants who receive Awards under this Plan shall hereinafter be referred to as “Grantees.” (c)    Continued Service.    For purposes of this Plan, unless provided otherwise by the Committee in the Award Agreement, a Grantee’s employment or service will not be deemed to have terminated merely because of a change in the capacity in which the Grantee renders service to the Employer as an employee ornon-employee member of the Board or a change in the Employer entity for which the Grantee renders such service, provided that there is no interruption or termination of the Grantee’s continuous employment or service to the Employer, as determined by the Committee. SECTION 5. OPTIONS (a)    General Requirements.    The Committee may grant Options to an Eligible Participant upon such terms as the Committee deems appropriate under this Section 5. (b)    Type of Option, Price and Term. (i)    The Committee may grant Incentive Stock Options that are intended to qualify as “incentive stock options” within the meaning of section 422 of the Code or Nonqualified Stock Options that are not intended to so qualify or any combination of Incentive Stock Options and Nonqualified Stock Options, all in accordance with the terms and conditions set forth herein. Incentive Stock Options may be granted only to Employees of the Company or its subsidiaries, as defined in section 424 of the Code. Nonqualified Stock Options may be granted to any Eligible Participant. 82 (ii)    The purchase price (the “Exercise Price”) of Common Stock subject to an Option shall be determined by the Committee and shall be equal to or greater than the Fair Market Value of a share of Common Stock on the date the Option is granted; provided, however, that an Incentive Stock Option may not be granted to an Employee who, at the time of grant, owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any subsidiary of the Company, as defined in section 424 of the Code, unless the Exercise Price per share is not less than 110% of the Fair Market Value of a share of Common Stock on the date of grant. (c)    Option Term.    The Committee shall determine the term of each Option. The term of any Option shall not exceed ten years from the date of grant. However, an Incentive Stock Option that is granted to an Employee who, at the time of grant, owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, or any subsidiary of the Company, as defined in section 424 of the Code, may not have a term that exceeds five years from the date of grant. (d)    Exercisability of Options.    Options shall become exercisable in accordance with such terms and conditions, as may be determined by the Committee and specified in the Award Agreement; provided, that Options shall be subject to time-based vesting over a period of not less than one year and/or performance-based vesting over a performance period of not less than one year. The Committee may grant Options that are subject to achievement of Performance Goals or other conditions. (e)    Effect of Termination of Service.    Except as provided in the Award Agreement, an Option may only be exercised while the Grantee is employed by, or providing service to, the Employer. (f)    Exercise of Options.    A Grantee may exercise an Option that has become exercisable, in whole or in part, by delivering a notice of exercise to the Company. The Grantee shall pay the Exercise Price for an Option as specified by the Committee (i) by certified or bank check or such other instrument as the Committee may permit, (ii) with the approval of the Committee, by delivering shares of Common Stock owned by the Grantee (including Common Stock acquired in connection with the exercise of an Option, subject to such restrictions as the Committee deems appropriate) and having a Fair Market Value on the date of exercise equal to the Exercise Price or by attestation (on a form prescribed by the Committee) to ownership of shares of Common Stock having a Fair Market Value on the date of exercise equal to the Exercise Price, (iii) payment through a broker- assisted sale in accordance with procedures permitted by Regulation T of the Federal Reserve Board, (iv) with approval of the Committee, by surrender of all or any part of the vested shares of Common Stock for which the Option is exercisable to the Company for an appreciation distribution payable in shares of Common Stock with a Fair Market Value at the time of the Option surrender equal to the dollar amount by which the then Fair Market Value of the shares of Common Stock subject to the surrendered portion exceeds the aggregate Exercise Price payable for those shares, (v) by such other method as the Committee may approve, to the extent permitted by applicable law, or (vi) by any combination of the foregoing. Shares of Common Stock used to exercise an Option shall have been held by the Grantee for the requisite period of time to avoid adverse accounting consequences to the Company with respect to the Option. The Grantee shall pay the Exercise Price and the amount of anyTax-Related Items (pursuant to Section 13) at such time as may be specified by the Committee. No person shall have any rights as a stockholder with respect to any shares of Common Stock covered by an Option unless and until such person shall have become the 83 holder of record of such share, and, except as otherwise permitted in Section 3(d) hereof, no adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property or distributions or other rights) in respect of such share for which the record date is prior to the date on which such person shall have become the holder of record thereof. (g)    Limits on Incentive Stock Options.    Each Incentive Stock Option shall provide that, if the aggregate Fair Market Value of the Common Stock on the date of the grant with respect to which Incentive Stock Options are exercisable for the first time by a Grantee during any calendar year, under the Plan or any other stock option plan of the Company or a subsidiary, as defined in section 424 of the Code, exceeds $100,000, then the Option, as to the excess, shall be treated as a Nonqualified Stock Option. The aggregate number of shares of Common Stock that may be issued under the Plan as Incentive Stock Options is 2,500,000 shares, subject to adjustment as described in Section 3(d), and all shares issued under the Plan as Incentive Stock Options shall count against the Plan Limit. (h)    Notice of Disposition.    A Grantee shall give the Company prompt notice of any disposition of Common Stock acquired by exercise of an Incentive Stock Option within two years of the date of grant of such Incentive Stock Option or one year after the issuance of shares of Common Stock to the Grantee pursuant to the exercise of the Incentive Stock Option. SECTION 6. STOCK APPRECIATION RIGHTS (a)    General Requirements.    The Committee may grant SARs to an Eligible Participant pursuant to the terms of this Section 6. (b)    Base Amount.    The Committee shall establish the base amount of the SAR at the time the SAR is granted. The base amount of each SAR shall be equal to, or greater than, the Fair Market Value of a share of Common Stock as of the date of grant of the SAR. (c)    Exercisability; Term. (i)    A SAR shall be exercisable during the period specified by the Committee in the Award Agreement and shall be subject to such vesting and other restrictions as may be specified in the Award Agreement, consistent with the Plan, provided, however, that SARs shall be subject to time-based vesting over a period of not less than one year and/or performance-based over a performance period of not less than one year. The Committee may grant SARs that are subject to achievement of Performance Goals or other conditions. No SAR shall be exercisable later than ten years after the date of grant. (ii)    SARs may only be exercised while the Grantee is employed by, or providing service to, the Employer or during the applicable period after termination of employment or service as set forth in the Award Agreement. (d)    Exercise of SARs.    When a Grantee exercises SARs, the Grantee shall receive in settlement of such SARs an amount equal to the value of the stock appreciation for the number of SARs exercised. The stock appreciation for a SAR is the amount by which the Fair Market Value of the underlying Common Stock on the date of exercise of the SAR exceeds the base amount of the SAR as specified in the Award Agreement. (e)    Form of Payment.    The Committee shall determine whether the appreciation in a SAR shall be paid in the form of cash, shares of Common Stock or a combination of the two, in such proportion as the Committee deems appropriate. For purposes of calculating the 84 number of shares of Common Stock to be received, shares of Common Stock shall be valued at their Fair Market Value on the date of exercise of the SAR. If shares of Common Stock are to be received upon exercise of a SAR, cash shall be delivered in lieu of any fractional share. SECTION 7. RESTRICTED STOCK AWARDS (a)    General Requirements.    The Committee may issue or transfer shares of Common Stock to an Eligible Participant under a Restricted Stock Award, upon such terms and conditions as the Committee deems appropriate under this Section 7. Shares of Common Stock issued or transferred pursuant to Restricted Stock Awards may be issued or transferred for cash consideration or for no cash consideration and be subject to restrictions or to no restrictions, as determined by the Committee. Each Restricted Stock Award shall be subject to such terms and conditions as shall be determined by the Committee and as set forth in the Award Agreement, including, without limitation, restrictions based upon the sale or other disposition of such shares, vesting conditions that lapse based on the passage of time, achievement of certain performance conditions or Performance Goals or as otherwise determined by the Committee and the right of the Company to reacquire such shares for no consideration upon termination of the Grantee’s employment or service within specified periods. The period of time during which the Restricted Stock Awards will remain subject to restrictions will be designated in the Award Agreement as the “Restriction Period.” (b)    Requirement of Employment or Service.    Unless provided otherwise in the Award Agreement, if the Grantee ceases to be employed by, or provide service to, the Employer during a period designated in the Award Agreement as the Restriction Period, or if other specified conditions are not met, the Restricted Stock Award shall terminate as to all shares covered by the Award as to which the restrictions have not lapsed, and those shares of Common Stock must be immediately returned to the Company. The Committee may, however, provide for complete or partial exceptions to this requirement as it deems appropriate. (c)    Restrictions on Transfer and Legend on Stock Certificate.    During the Restriction Period, a Grantee may not sell, assign, transfer, pledge or otherwise dispose of the shares of a Restricted Stock Award except to a successor under Section 15. To the extent that the Company determines to issue certificates, each certificate for a share of a Restricted Stock Award shall contain a legend giving appropriate notice of the restrictions in the Award. The Grantee shall be entitled to have the legend removed from the stock certificate covering the shares subject to restrictions when all restrictions on such shares have lapsed. The Committee may determine that the Company will not issue certificates for Restricted Stock Awards until all restrictions on such shares have lapsed, or that the Company will retain possession of any certificates for Restricted Stock Awards until all restrictions on such shares have lapsed. (d)    Right to Vote and to Receive Dividends.    The Committee shall determine to what extent, and under what conditions, the Grantee shall have the right to vote shares of Restricted Stock Awards and to accrue the right to any Dividends or other distributions paid on such shares during the Restriction Period; provided, however, that no Dividends shall be payable until the underlying Restricted Stock Award vests. All Dividends on Restricted Stock Awards shall be withheld while the Restricted Stock Awards are subject to restrictions and shall be payable only upon the lapse of the restrictions on the Restricted Stock Awards, or on such other terms as the Committee determines. Dividends shall be credited to 85 bookkeeping accounts on the Company’s records for purposes of the Plan. Accumulated dividends may accrue interest, as determined by the Committee, and shall be paid in cash, shares of Common Stock or in such other form as dividends are paid on Common Stock, as determined by the Committee. (e)    Lapse of Restrictions.    All restrictions imposed on Restricted Stock Awards shall lapse upon the expiration of the applicable Restriction Period and the satisfaction of all conditions imposed by the Committee. SECTION 8. RESTRICTED STOCK UNITS (a)    General Requirements.    The Committee may grant Restricted Stock Units representing one or more shares of Common Stock to Eligible Participants, upon such terms and conditions as the Committee deems appropriate under this Section 8, consistent with the Plan. (b)    Crediting of Units.    Each Restricted Stock Unit shall represent an unsecured right of the Grantee to receive a share of Common Stock or an amount based on the value of a share of Common Stock, if specified conditions established by the Committee are met. All Restricted Stock Units shall be credited to bookkeeping accounts established on the Company’s records for purposes of the Plan. (c)    Terms of Restricted Stock Units.    The Committee may grant Restricted Stock Units that are payable if specified Performance Goals or other conditions are met or under other circumstances. Restricted Stock Units may be paid at the end of a specified vesting or performance period or other period, or payment may be deferred to a date authorized by the Committee. A Restricted Stock Unit granted by the Committee shall provide for payment in shares of Common Stock, cash or a combination thereof and shall be made in accordance with the terms and conditions prescribed or authorized by the Committee. The Committee shall specify in writing the maximum number of shares that can be issued under the Restricted Stock Units. (d)    Requirement of Employment or Service.    Unless provided otherwise in the Award Agreement, if the Grantee ceases to be employed by, or provide service to, the Employer during a specified period, or if other conditions established by the Committee are not met, the Grantee’s Restricted Stock Units shall be forfeited. The Committee may, however, provide for complete or partial exceptions to this requirement as it deems appropriate. (e)    Payment With Respect to Restricted Stock Units.    Payments with respect to Restricted Stock Units shall be made in cash, in Common Stock or in a combination of the two, as determined by the Committee. (f)    Dividend Equivalents.    The Committee may grant Dividend Equivalents in connection with Restricted Stock Units, under such terms and conditions as the Committee deems appropriate; provided however, that no Dividend Equivalents shall be payable until the underlying Restricted Stock Units vest. Dividend Equivalents will be subject to the same vesting restrictions, Performance Goals or conditions, if any, and risk of forfeiture as the underlying Restricted Stock Units. Dividend Equivalents shall be credited to bookkeeping accounts on the Company’s records for purposes of the Plan. Dividend Equivalents may be accrued as a cash obligation, or may be converted to additional Restricted Stock Units for the Grantee, and may accrue interest, all as determined by the Committee. The Committee may provide that Dividend Equivalents shall be payable based on the achievement of 86 specific Performance Goals or conditions. Dividend Equivalents may be payable in cash or shares of Common Stock or in a combination of the two, as determined by the Committee. (g)    No Rights as Stockholder.    The Grantee shall not have any rights as a stockholder with respect to the shares of Common Stock subject to a Restricted Stock Unit until such time as shares of Common Stock are delivered to the Grantee pursuant to the terms of the Award Agreement. SECTION 9. OTHER EQUITY AWARDS The Committee may grant Other Equity Awards, which are awards (other than those described in Section 5, Section 6, Section 7, Section 8 or Section 10 of the Plan) that are based on, measured by or payable in Common Stock to any Eligible Participant, on such terms and conditions as the Committee shall determine. Other Equity Awards may be granted subject to the achievement of Performance Goals or other conditions. Other Equity Awards may be denominated in cash, shares of Common Stock or other securities, in stock-equivalent units, in stock appreciation units, in securities or debentures convertible into Common Stock, or in any combination of the foregoing, and may be paid in cash, Common Stock or other securities, or in a combination of cash, Common Stock and other securities, all as determined by the Committee in the Award Agreement. SECTION 10. INCENTIVE AWARDS The Committee may grant Incentive Awards to Eligible Participants. Incentive Awards are performance-based Awards that are expressed in U.S. currency, but may be payable in the form of cash, Common Stock, or a combination of both. The Committee shall determine the terms and conditions applicable to Incentive Awards, including the criteria for the vesting and payment of Incentive Awards. Incentive Awards shall be based on such measures as the Committee deems appropriate and need not relate to the value of shares of Common Stock. Incentive Awards may be either annual Incentive Awards with a performance cycle of one year or less or long-term Incentive Awards with a performance cycle of more than one year. The target amount of the Incentive Award, the Performance Goals, the applicable performance cycle, the form of payment, and other terms and conditions applicable to an Incentive Award will be determined in the sole discretion of the Committee and will be set forth in an Award Agreement. Payment with respect to an Incentive Award will be at the time or times set forth in the Award Agreement. SECTION 11. PERFORMANCE-BASED AWARDS (a)    Designation as Performance-Based Awards.    The Committee may determine that Restricted Stock Awards, Restricted Stock Units, Dividend Equivalents, Other Equity Awards or Incentive Awards granted to an Employee will be designated as Performance-Based Awards. In such case, the provisions of this Section 11 shall control over any contrary provision contained in Sections 7 through 10; provided that the Committee may in its discretion grant Awards to Eligible Participants that are based on Performance Goals or other performance conditions but that do not satisfy the requirements of this Section 11. (b)    Procedures with respect to Performance-Based Awards.    When Awards are made under this Section 11, within the first 25% of the performance period or period of service in question, the Committee shall establish in writing (i) the Performance Goals that must be 87 met, (ii) the performance period during which the Performance Goals will be measured, (iii) the maximum amounts that may be paid if the Performance Goals are met, and (iv) any other conditions that the Committee deems appropriate and consistent with the Plan, including the employment requirements and payment terms. The Performance Goals need not be uniform as among Grantees. Following the completion of each performance period, the Committee shall certify in writing whether the applicable Performance Goals have been achieved for such performance period. In determining the amount earned by a Grantee, the Committee shall have the right to adjust or eliminate the amount payable at a given level of performance to take into account additional factors that the Committee may deem relevant to the assessment of individual or corporate performance for the performance period. Unless otherwise provided in the applicable Award Agreement, a Participant shall be eligible to receive payment pursuant to a Performance-Based Award for a performance period only if the Performance Goals for such period are achieved. SECTION 12. DEFERRALS Subject to applicable laws, the Committee may permit or require a Grantee to defer receipt of the payment of cash or the delivery of shares that would otherwise be due to such Grantee in connection with any Award, or may permit a Grantee to defer compensation payable to the Grantee in the form of an Award under the Plan. If any such deferral election is permitted or required, the Committee shall establish rules and procedures for such deferrals, subject in all respects to the applicable provisions of section 409A of the Code. SECTION 13. WITHHOLDING OF TAXES (a)    Required Withholding.    All Awards under the Plan shall be subject to applicable withholding requirements for allTax-Related Items. The Company and its subsidiaries each shall have the authority and the right to deduct or withhold or require the Grantee to remit to the Company or any subsidiary, an amount sufficient to satisfyTax-Related Items with respect to any taxable event occurring as a result of the Grantee’s participation in the Plan or any other action as may be necessary in the opinion of the Company or any subsidiary, as appropriate, to satisfy withholding obligations for the payment ofTax-Related Items, including but not limited to (i) withholding from the Grantee’s wages or other cash compensation; (ii) withholding from the sale of shares of Common Stock underlying the Award either through ha voluntary or mandatory sale arranged by the Company on the Grantee’s behalf; or (iii) if the Committee so permits, by withholding in shares of Common Stock otherwise deliverable under the Award. The Company may require the payment of anyTax-Related Items before issuing any shares of Common Stock pursuant to an Award. SECTION 14. TRANSFERABILITY OF AWARDS (a)    Nontransferability of Awards.    Except as provided in subsection (b) below, only the Grantee may exercise rights under an Award during the Grantee’s lifetime. A Grantee may not transfer those rights except (i) by will or by the laws of descent and distribution or (ii) with respect to Awards other than Incentive Stock Options, if permitted in any specific case by the Committee, pursuant to a domestic relations order or otherwise as permitted by the Committee. When a Grantee dies, the personal representative or other person entitled to succeed to the rights of the Grantee may exercise such rights. Any such successor must furnish proof satisfactory to the Company of his or her right to receive the Award under the Grantee’s will or under the applicable laws of descent and distribution. 88 (b)    Transfer of Nonqualified Stock Options.    Notwithstanding the foregoing, the Committee may provide, in an Award Agreement, that a Grantee may transfer Nonqualified Stock Options to family members, or one or more trusts or other entities for the benefit of or owned by family members, consistent with the applicable securities and intestacy laws, according to such terms as the Committee may determine; provided that the Grantee receives no consideration for the transfer of a Nonqualified Option and the transferred Nonqualified Option shall continue to be subject to the same terms and conditions as were applicable to the Nonqualified Option immediately before the transfer. SECTION 15. CONSEQUENCES OF A CHANGE IN CONTROL (a)    Assumption of Outstanding Awards.    Upon a Change in Control where the Company is not the surviving corporation (or survives only as a subsidiary of another corporation), unless the Committee determines otherwise, all outstanding Options and SARs that are not exercised or paid at the time of the Change in Control shall be assumed by, or replaced with comparable options or rights by, the surviving corporation (or a parent or subsidiary of the surviving corporation), and other outstanding Awards shall be converted to similar grants of the surviving corporation (or a parent or subsidiary of the surviving corporation). Notwithstanding the immediately preceding sentence, if, in connection with such Change in Control, any outstanding Options and SARs are not assumed by, or replaced with comparable options or rights by, the surviving corporation (or a parent or subsidiary of the surviving corporation), and any other outstanding Awards are not converted to similar grants of the surviving corporation (or a parent or subsidiary of the surviving corporation), then upon such Change in Control (i) all such outstanding Options and SARs that are not assumed or replaced shall accelerate and become fully exercisable, (ii) the restrictions and conditions on all such outstanding Restricted Stock Awards that are not converted to similar grants shall fully lapse and (iii) all such outstanding Restricted Stock Units, Dividend Equivalents, Other Equity Awards and Incentive Awards that are not converted to similar grants shall be fully vested. After a Change in Control, references to the “Employer” as they relate to employment matters shall include the successor employer. (b)    Vesting upon Certain Terminations of Employment or Service.    Unless the Award Agreement provides otherwise, if a Grantee’s Award is assumed as provided in Section 15(a) and if, within the two year period following the occurrence of such Change in Control, the Grantee’s employment is terminated by the Company without Cause, or the Grantee resigns for Good Reason, then as of the date of such Grantee’s termination of employment or service all of such Grantee’s then outstanding (i) Options and SARs shall automatically accelerate and become fully exercisable, (ii) Restricted Stock Awards shall have all restrictions and conditions immediately lapse and (iii) Restricted Stock Units, Dividend Equivalents, Other Equity Awards and Incentive Awards shall be fully vested; provided that if the vesting of any such Awards is based, in whole or in part, on performance, the applicable Award shall become vested at the target level of performance. (c)    Other Alternatives.    Notwithstanding the foregoing, in the event of a Change in Control, the Committee may take any of the following actions with respect to any or all outstanding Awards, without the consent of any Grantee: (i) the Committee may determine that outstanding Options and SARs shall accelerate and become fully exercisable, in whole or part; (ii) the Committee may determine that the restrictions and conditions on outstanding Restricted Stock Awards shall lapse, in whole or part; (iii) the Committee may determine that outstanding Restricted Stock Units, Dividend Equivalents, Other Equity Awards and 89 Incentive Awards shall be fully vested, in whole or part; (iv) the Committee may require that Grantees surrender their outstanding Options and SARs in exchange for a payment by the Company, in cash or Common Stock as determined by the Committee, in an amount equal to the amount, if any, by which the then Fair Market Value of the shares of Common Stock subject to the Grantee’s unexercised Options and SARs exceeds the Exercise Price of the Options or the base amount of the SARs, as applicable; (v) after giving Grantees an opportunity to exercise their outstanding Options and SARs, terminate any or all unexercised Options and SARs at such time as the Committee deems appropriate; or (vi) determine that Grantees shall receive a payment in settlement of outstanding Restricted Stock Awards, Restricted Stock Units, Dividend Equivalents, Incentive Awards or Other Equity Awards, if permitted under section 409A of the Code. Such surrender, termination or payment shall take place as of the date of the Change in Control or such other date as the Committee may specify. Without limiting the foregoing, if the per share Fair Market Value of the Common Stock equals or is less than the per share Exercise Price or base amount, as applicable, the Company shall not be required to make any payment to the Grantee upon surrender of the Option or SAR. SECTION 16. AGREEMENT WITH GRANTEES Each Award made under the Plan shall be evidenced by an Award Agreement containing such terms and conditions as the Committee shall approve. In the event of a conflict between the provisions of the Plan and the provisions of any Award Agreement, the provisions of the Plan shall control. SECTION 17. FOREIGN AWARDS AND RIGHTS Notwithstanding any provision of this Plan to the contrary, in order to comply with the laws in countries and other jurisdictions in which the Company and its subsidiaries have Eligible Participants, the Committee, in its sole discretion, shall have the power and authority to (i) modify the terms and conditions of any Award granted to Eligible Participants to comply with applicable laws of jurisdictions where Eligible Participants reside; (ii) establishsub-plans and determine the Exercise Price, exercise procedures and other terms and procedures and rules, to the extent such actions may be necessary or advisable, including adoption of rules, procedures orsub-plans applicable to particular subsidiaries or Grantees residing in particular locations; provided, however, that no suchsub-plans and/or modifications shall increase the share limits contained in Section 3 or otherwise require stockholder approval; and (iii) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals. Without limiting the generality of the foregoing, the Committee is specifically authorized to adopt rules, procedures andsub-plans with provisions that limit or modify rights on eligibility to receive an Award under this Plan or on termination of employment or service, available methods of exercise or settlement of an Award, payment ofTax-Related Items, the shifting of employer tax liability to a Participant, the withholding procedures and handling of any share certificates or other indicia of ownership which may vary with local requirements. The Committee may also adoptsub-plans to this Plan intended to allow the Company to granttax-qualified Awards in a particular jurisdiction and, as part of suchsub-plan, may restrict the sale of shares and/or modify the Change in Control and adjustments provisions of this Plan to the extent necessary to comply the tax requirements of the jurisdiction. Notwithstanding the foregoing, the Committee may not take any actions 90 hereunder, and no Awards shall be granted, that would violate the Securities Act, Exchange Act, the Code, or any applicable law. SECTION 18. REQUIREMENTS FOR ISSUANCE OF SHARES No shares of Common Stock shall be issued or transferred in connection with any Award hereunder unless and until all legal requirements applicable to the issuance or transfer of such shares of Common Stock have been complied with to the satisfaction of the Committee. The Committee shall have the right to condition any Award made to any Grantee hereunder on such Grantee’s undertaking in writing to comply with such restrictions on his or her subsequent disposition of such shares of Common Stock as the Committee shall deem necessary or advisable, and if the Company determines to issue certificates representing such shares, such certificates may be legended to reflect any such restrictions. Any certificates representing shares of Common Stock issued or transferred under the Plan will be subject to such stop-transfer orders and other restrictions as may be required by applicable laws, regulations and interpretations, including any requirement that a legend be placed thereon. Notwithstanding any other provision of this Plan, unless otherwise determined by the Committee or required by applicable laws, rules or regulations, the Company shall not deliver to a Grantee certificates evidencing shares of Common Stock and instead such shares of Common Stock shall be recorded in the books of the Company (or as applicable, its transfer agent or stock plan administrator). No Grantee shall have any right as a stockholder with respect to Common Stock covered by an Award until shares have been issued to the Grantee. After shares of Common Stock are issued to the Grantee, the Grantee will be a stockholder and have all the rights of a stockholder with respect to such shares, including the right to vote and receive any Dividends or other distributions made or paid with respect to such shares; provided, that if such shares of Common Stock are Restricted Stock Awards, then any new, additional or different securities the Grantee may become entitled to receive with respect to such shares by virtue of a stock dividend, stock split or any other change in the corporate or capital structure of the Company will be subject to the same restrictions as the Restricted Stock Award. SECTION 19. AMENDMENT AND TERMINATION OF THE PLAN (a)    Amendment.    The Board may amend or terminate the Plan at any time, provided, however, that the Board shall not amend the Plan without stockholder approval if such approval is required in order to comply with the Code or other applicable laws or to comply with applicable stock exchange requirements. (b)    No Repricing Without Stockholder Approval.    Except as provided in Section 3(d), the Committee shall not (i) implement any cancellation/regrant program pursuant to which outstanding Options or SARs under the Plan are canceled and new Options or SARs are granted in replacement with a lower exercise price per share, (ii) cancel outstanding Options or SARs under the Plan with exercise or base prices per share in excess of the then current Fair Market Value per share of Common Stock for consideration payable in cash, equity securities of the Company or in the form of any other award under the Plan, except in connection with a Change in Control transaction or (iii) otherwise directly reduce the exercise price in effect for outstanding Options or SARs under the Plan, without in each such instance obtaining stockholder approval. 91 (c)    Termination of Plan.    The Plan shall terminate on the day immediately preceding the tenth anniversary of its Effective Date, unless the Plan is terminated earlier by the Board or is extended by the Board with the approval of the stockholders. The termination of the Plan shall not impair Awards outstanding or the power and authority of the Committee with respect to an outstanding Award. (d)    Termination and Amendment of Outstanding Awards.    A termination or amendment of the Plan that occurs after an Award is made shall not materially impair the rights of a Grantee unless the Grantee consents or unless the Committee acts under a right that has been reserved in the Plan or the Award Agreement, including under Section 15 and Section 27(a). The termination of the Plan shall not impair the power and authority of the Committee with respect to an outstanding Award. Whether or not the Plan has terminated, an outstanding Award may be terminated or amended under Section 15 and Section 27(a) or may be amended by agreement of the Company and the Grantee consistent with the Plan. Notwithstanding anything in the Plan to the contrary, the Board may amend the Plan in such manner as it deems appropriate in the event of a change in applicable law or regulations. (e)    Governing Document.    The Plan shall be the controlling document. No other statements, representations, explanatory materials or examples, oral or written, may amend the Plan in any manner. The Plan shall be binding upon and enforceable against the Company and its successors and assigns. SECTION 20. FUNDING OF THE PLAN This Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any Awards under this Plan. In no event shall interest be paid or accrued on any Award, including unpaid installments of Awards. No Grantee or any other person shall under any circumstances acquire any property interest in any specific assets of the Company. To the extent that any person acquires a right to receive payment from the Company hereunder, such right shall be no greater than the right of any unsecured general creditor of the Company. SECTION 21. RIGHTS OF GRANTEES Nothing in this Plan shall entitle any Employee,Non-Employee Director or other person to any claim or right to be granted an Award under this Plan. Neither this Plan nor any action taken hereunder shall be construed as giving any individual any rights to be retained by or in the employ of the Employer or any other employment rights. SECTION 22. NO FRACTIONAL SHARES No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, other awards or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated. SECTION 23. SEVERABILITY In case any provision of this Plan or of any Award Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 92 SECTION 24. HEADINGS Section headings are for reference only. In the event of a conflict between a title and the content of a Section, the content of the Section shall control. SECTION 25. EFFECTIVE DATE OF THE PLAN The Plan shall be effective as of May 10, 2019 (the “Effective Date”), subject to approval of the Company’s stockholders. SECTION 26. NOTICES All notices under the Plan shall be in writing, and shall be addressed to the General Counsel and shall be delivered to the Company at: Unisys Corporation 801 Lakeview Drive, Suite 100 Blue Bell, PA 19422 Attention: General Counsel Any notices to the Grantee, shall be delivered to the Grantee personally, sent by facsimile transmission or mailed to the Grantee at the address appearing in the records of the Company. SECTION 27. MISCELLANEOUS (a)    Awards in Connection with Corporate Transactions and Otherwise.    Nothing contained in this Plan shall be construed to (i) limit the right of the Committee to make Awards under this Plan in connection with the acquisition, by purchase, lease, merger, consolidation or otherwise, of the business or assets of any corporation, firm or association, including Awards to employees thereof who become Employees, or for other proper corporate purposes, or (ii) limit the right of the Company to grant stock options or make other awards outside of this Plan. Without limiting the foregoing, the Committee may make an Award to an employee of another corporation who becomes an Employee by reason of a corporate merger, consolidation, acquisition of stock or property, reorganization or liquidation involving the Company, the parent or any of their subsidiaries in substitution for a stock option, stock award or other grant made by such corporation. The terms and conditions of the substitute grants may vary from the terms and conditions required by the Plan and from those of the substituted stock incentives. The Committee shall prescribe the provisions of the substitute grants. Shares of Common Stock issued or granted in connection with such substitute grants shall not reduce the number of shares available for issuance under Section 3(a) of the Plan or to an Employee in any calendar year under Section 3(c) of the Plan. (b)    Company Policies.    All Awards under the Plan (including Awards that have vested in accordance with the Award Agreement) shall be subject to any applicable clawback or recoupment policies, share trading policies and any other policies implemented by the Board or the Committee, as in effect from time to time, as well as to any clawback or recoupment requirement imposed under applicable laws, rules, regulations or stock exchange listing standards, including, without limitation, requirements imposed pursuant to section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, section 304 of the Sarbanes-Oxley Act of 2002, or any regulations promulgated thereunder, or recoupment requirements under the laws of any other jurisdiction. 93 (c)    Compliance with Law.    The Plan, the exercise of Options and SARs and the obligations of the Company to issue or transfer shares of Common Stock under Awards shall be subject to all applicable laws and to approvals by any governmental or regulatory agency as may be required. The Committee may also adopt rules regarding the withholding ofTax-Related Items on payments to Grantees. The Committee may, in its sole discretion, agree to limit its authority under this Section. (d)    The obligation of the Company to make payment of Awards in shares of Common Stock or otherwise shall be subject to all applicable laws, and to such approvals by government agencies, including government agencies in jurisdictions outside of the U.S., in each case as may be required or as the Company deems necessary or advisable. Without limiting the foregoing, the Company shall have no obligation to issue or deliver evidence of title for shares of Common Stock subject to Awards granted hereunder prior to: (i) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable, and (ii) completion of any registration or other qualification with respect to the shares of Common Stock under any applicable laws in the U.S. or in a jurisdiction outside of the U.S. or ruling of any governmental body that the Company determines to be necessary or advisable or at a time when any such registration or qualification is not current, has been suspended or otherwise has ceased to be effective. The inability or impracticability of the Company to obtain or maintain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any shares of Common Stock hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such shares of Common Stock as to which such requisite authority shall not have been obtained and shall constitute circumstances in which the Committee may determine to amend or cancel Awards pertaining to such shares of Common Stock, with or without consideration to the affected Grantee. The Company shall be under no obligation to register, pursuant to the Securities Act or otherwise, any offering of shares of Common Stock issuable under this Plan. If, in certain circumstances, the shares of Common Stock paid pursuant to this Plan may be exempt from registration pursuant to the Securities Act, the Company may restrict the transfer of such shares of Common Stock in such manner as it deems advisable to ensure the availability of any such exemption. With respect to persons subject to section 16 of the Exchange Act, it is the intent of the Company that the Plan and all transactions under the Plan comply with all applicable provisions of Rule16b-3 or its successors under the Exchange Act. In addition, it is the intent of the Company that Incentive Stock Options comply with the applicable provisions of section 422 of the Code and that, to the extent applicable, Awards comply with the requirements of section 409A of the Code. To the extent that any provision that is designed to comply with section 16 of the Exchange Act or the legal requirements of section 422 or 409A of the Code as set forth in the Plan ceases to be necessary under section 16 of the Exchange Act or required under section 422 or 409A of the Code, that Plan provision shall cease to apply. (e)    Paperless Administration.    In the event the Company established, for itself or using the services of a third party, an automated system for the documentation, granting or exercise of Awards, such as a system using an internet website, intranet or interactive voice response, then the paperless administration, granting or exercise of Awards by the Grantee may be permitted through the use of such automated system. (f)    Section 409A.    The Plan is intended to comply with the requirements of section 409A of the Code, to the extent applicable. All Awards shall be construed and administered such that the Award either (i) qualifies for an exemption from the requirements of section 94 409A of the Code or (ii) satisfies the requirements of section 409A of the Code. If an Award is subject to section 409A of the Code, (A) distributions shall only be made in a manner and upon an event permitted under section 409A of the Code, (B) payments to be made upon a termination of employment or service shall only be made upon a “separation from service” under section 409A of the Code, (C) payments to be made upon a Change in Control shall only be made upon a “change of control event” under section 409A of the Code, (D) unless the Award specifies otherwise, each payment shall be treated as a separate payment for purposes of section 409A of the Code and all installment payments shall be treated as a separate payment, and (E) in no event shall a Grantee, directly or indirectly, designate the calendar year in which a distribution is made except in accordance with section 409A of the Code. Any Award granted under the Plan that is subject to section 409A of the Code and that is to be distributed to a key employee (as defined below) upon separation from service shall be administered so that any distribution with respect to such Award shall be postponed for six months following the date of the Grantee’s separation from service, if required by section 409A of the Code. If a distribution is delayed pursuant to section 409A of the Code, the distribution shall be paid within 30 days after the end of thesix-month period. If the Grantee dies during suchsix-month period, any postponed amounts shall be paid within 60 days of the Grantee’s death. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Committee or its delegate each year in accordance with section 416(i) of the Code and the “specified employee” requirements of section 409A of the Code. To the extent that an Award is intended to qualify as “performance-based compensation” under section 409A of the Code, the Performance Goals or other performance conditions will be established in writing within 90 days of the commencement of the period of service to which they relate and at a time when the outcome is substantially uncertain and the applicable performance cycle will be at least 12 consecutive months. Notwithstanding anything in this Plan or any Award Agreement to the contrary, each Grantee shall be solely responsible for the tax consequences of Awards under this Plan, and in no event shall the Company have any responsibility or liability if any Award does not meet the applicable requirements of section 409A of the Code. Although the Company intends to administer the Plan to prevent taxation under section 409A of the Code, the Company does not represent or warrant that the Plan or any Award complies with any provision of federal, foreign, state, local or other tax law. (g)    No Fiduciary Relationship.    Nothing contained in the Plan, and no action taken pursuant to the provisions of the Plan, shall create or shall be construed to create a trust of any kind, or a fiduciary relationship between the Company, its subsidiaries or affiliates, or their directors or officers or the Committee, on the one hand, and the Grantee, the Company, its subsidiaries or affiliates or any other person or entity, on the other. (h)    Governing Law.    The validity, construction, interpretation and effect of the Plan and Award Agreements issued under the Plan shall be governed and construed by and determined in accordance with the laws of the State of Pennsylvania, without giving effect to the conflict of laws provisions thereof. SECTION 28. DEFINITIONS When used in this Plan, the following terms will have the respective meanings set forth below. (a)    “Award” shall have the meaning set forth in Section 2(a). 95 (b)    “Award Agreement” means the written instrument that sets forth the terms and conditions of an Award, including all amendments thereto. (c)    “Board” means the Board of Directors of the Company. (d)    “Cause” with respect to any Grantee, unless otherwise specified in the Award Agreement, means the Grantee (i) is intentionally dishonest in any aspect of his or her employment; (ii) is convicted (including pursuant to a plea of guilty or nolo contendere) of any felony, or a misdemeanor that impairs his or her ability to substantially perform his or her job or is otherwise injurious to the Company; (iii) engages in conduct which is against the best interest of the Company, including conduct that violates the Unisys Code of Ethical Conduct; (iv) violates any law or administrative regulation related to the Company’s business; (v) willfully fails to perform his or her duties to a substantial degree; or (vi) uses the Company’s confidential or proprietary information improperly. The termination of employment or service of the Grantee shall not be deemed to be for Cause unless and until there shall have been delivered to the Grantee a written notice from the Committee (after reasonable notice is provided to the Grantee and the Grantee is given an opportunity, together with counsel, to be heard before the Committee, which the Grantee must request in accordance with Section 26), finding that, in the good faith opinion of the Committee, the Grantee is guilty of the conduct alleged, and specifying the particulars thereof in detail. (e)    “Change in Control” shall be deemed to have occurred if: (i)    The acquisition by any individual, entity or group (within the meaning of section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”)) of beneficial ownership (within the meaning of Rule13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding shares of Stock (the “Outstanding Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”), provided, however, that the following acquisitions will not constitute a Change in Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (4) any acquisition by any corporation pursuant to a transaction described in clauses (A), (B) and (C) of subsection (iii) below; or (ii)    Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided, however, that any individual’s becoming a director after the effective date of the Plan whose election, or nomination for election by the stockholders of the Company, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board will be considered as though the individual were a member of the Incumbent Board, but excluding, for this purpose, any individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (iii)    Consummation of a reorganization, merger or consolidation or sale or disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless, in each case following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Stock and Outstanding Voting Securities immediately before the 96 Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that as a result of the transaction owns the Company or all or substantially all of the assets of the Company either directly or indirectly through one or more Subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Stock and Outstanding Voting Securities, as the case may be, (B) no Person (excluding any employee benefit plan (or related trust) of the Company or the corporation resulting from the Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from the Business Combination or the combined voting power of the then outstanding voting securities of the corporation except to the extent that the Person owned 20% or more of the Outstanding Stock or Outstanding Voting Securities before the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from the Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for the Business Combination. Notwithstanding the foregoing, the Committee may modify the definition of Change in Control for a particular Award as set forth in the Award Agreement, as the Committee deems appropriate, to comply with section 409A of the Code. (f)    “Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, and successor provisions and rules and regulations thereto. (g)    “Committee” shall have the meaning set forth in Section 1(a). (h)    “Common Stock” means the common stock of the Company. (i)    “Company” means Unisys Corporation, and any successor corporation, as determined by the Committee. (j)    “Dividend” means a dividend paid on shares of Common Stock, either in cash or additional shares of Common Stock. (k)    “Dividend Equivalent” means a right to receive, in such form and such terms as the Committee may determine, an amount calculated with respect to a Restricted Stock Unit, which is determined by multiplying the number of shares of Common Stock subject to the Restricted Stock Unit by theper-share cash Dividend, or the per-share fair market value (as determined by the Committee) of any Dividend in consideration other than cash, paid by the Company on its Common Stock. If interest is credited on accumulated dividend equivalents, the term “Dividend Equivalent” shall include the accrued interest. (l)    “Effective Date” shall have the meaning set forth in Section 25. (m)    “Eligible Participant” shall have the meaning set forth in Section 4(a). (n)    “Employed by, or provide service to, the Employer” means, unless otherwise specified in the Award Agreement, employment or service as an Employee or member of the Board (so that, for purposes of exercising Options and SARs and satisfying conditions with respect to Restricted Stock Awards, Restricted Stock Units, Incentive Awards, Dividend Equivalents, Performance-Based Awards and Other Equity Awards, a Grantee shall not be considered to have terminated employment or service until the Grantee ceases to be an 97 Employee and member of the Board). The Committee shall determine if a leave of absence constitutes employment or service and when employment or service terminates for all purposes under this Plan. Notwithstanding the foregoing, with respect to any Award subject to section 409A of the Code, “employed by, or provide service to, the Employer” shall be interpreted within the meaning of section 409A of the Code and the related Treasury Regulations. (o)    “Employee” means an employee of the Employer (including an officer or director who is also an employee), but excluding any person who is classified by the Employer as a “contractor” or “consultant,” no matter how characterized by the Internal Revenue Service, other governmental agency or a court. Any change of characterization of an individual by the Internal Revenue Service or any court or government agency shall have no effect upon the classification of an individual as an Employee for purposes of this Plan, unless the Committee determines otherwise. (p)    “Employer” means the Company or its applicable subsidiary which employs a Grantee, as determined by the Committee. (q)    “Exchange Act” means the Securities Exchange Act of 1934, as amended. (r)    “Exercise Price” shall have the meaning set forth in Section 5(b). (s)    “Fair Market Value” per share of Common Stock means, unless the Committee determines otherwise with respect to a particular Award, the closing price of a share of Common Stock (i) on the New York Stock Exchange as of the official close of the New York Stock Exchange at 4 p.m. U.S. Eastern Standard Time or Eastern Daylight Time, as the case may be, on the relevant date (or if there were no trades on that date the latest preceding date upon which a sale was reported) or (ii) on such other stock exchange, designated by the Committee in its sole discretion, as the official close of such exchange on such date (or if there were no trades on that date the latest preceding date upon which a sale was reported). Notwithstanding the foregoing, for income tax reporting purposes and for such other purposes as the Committee deems appropriate including, but not limited to, where Fair Market Value is used in reference to exercise, vesting, settlement or payout of an Award, the Fair Market Value shall be determined by the Company in accordance with uniform and nondiscriminatory standards adopted by the Company from time to time. (t)    “Disability” means unless otherwise provided in an Award Agreement, that the Grantee would qualify to receive benefit payments under the Employer’s long-term disability plan or policy, as may be amended from time to time. If the Employer does not have a long-term disability policy, “Disability” means that the Grantee is unable to carry out the responsibilities and functions of the position held by the Grantee by reason of any medically determined physical or mental impairment for a period of not less than 90 consecutive days. A Grantee shall not be considered to have incurred a Disability unless the Grantee furnishes proof of such impairment sufficient to satisfy the Company, in its discretion. Notwithstanding the foregoing, (i) for purposes of Incentive Stock Options. “Disability” means that the Grantee is disabled within the meaning of section 22(e)(3) of the Code, and (ii) with respect to an Award subject to section 409A of the Code where payment or settlement of the Award will be made as a result of the Grantee’s Disability, no event will constitute a Disability for purposes of this Plan or any Award Agreement unless such event also constitutes a Disability as defined under section 409A of the Code. (u)    “Good Reason” with respect to any Grantee, unless otherwise specified in the Award Agreement, means (i) a material diminution in the Grantee’s authority, duties or 98 responsibilities; (ii) any material breach by the Company of the terms of the Plan or an Award Agreement issued under the Plan; (iii) a material change in the Grantee’s work location, at a minimum of 50 miles radius from the Grantee’s then primary work location; or (iv) a material diminution in the Grantee’s compensation, including base salary or annual target bonus, in each case, without the Grantee’s consent. Notwithstanding the foregoing, a Grantee shall not have Good Reason unless the Grantee provides notice to the Company in accordance with Section 26 of the condition the Grantee claims gives rise to Good Reason within 90 days of the initial occurrence of such condition, the Company fails to remedy the condition within 30 days after receiving notice from the Grantee, and the Grantee’s termination of employment or service occurs within 30 days after the lapse of the Company’s cure period; provided, however, that in the event that a Grantee provides notice to the Company of a condition that the Grantee claims gives rise to Good Reason, the Committee shall make a determination in good faith as to whether the condition constitutes Good Reason, and the determination by the Committee shall be binding upon all parties. This definition of “Good Reason” shall be interpreted and applied in a manner that is consistent with the terms of Treasury RegulationSection 1.409A-1(n)(2) and guidance thereunder. (v)    “Grantee” shall have the meaning set forth in Section 4(b). (w)    “Incentive Award” shall mean an incentive award granted under the Plan as described under Section 10. (x)    “Incentive Stock Option” means an Option that is intended to meet the requirements of an incentive stock option under section 422 of the Code, as described in Section 5. (y)    “Non-Employee Director” means a member of the Board, or a member of the Board of Directors of a subsidiary of the Company, who is not an Employee. (z)    “Nonqualified Stock Option” means an Option that is not intended to be taxed as an incentive stock option under section 422 of the Code, as described in Section 5. (aa)    “Option” means an Incentive Stock Option or Nonqualified Stock Option, as described in Section 5. (bb)    “Other Equity Award” means any Award based on, measured by or payable in Common Stock (other than an Option, Restricted Stock Unit, Restricted Stock Award, SAR or Incentive Award), as described in Section 9. (cc)    “Performance-Based Awards” means Awards that are subject, in whole or in part, to Performance Goals and are granted pursuant to Section 11. (dd)    “Performance Goals” means levels of achievement relating to one or more of the following measures or such other measures selected by the Committee for an Award, which may, without limitation, apply to the Company as a whole, or to any business unit, region, sector or industry group, subsidiary, product or service line, on a U.S. GAAP ornon-GAAP basis, and which may be measured on an absolute or relative basis or in such other manner as deemed appropriate by the Committee: basic or diluted earnings per share; total shareholder return; operating income; net income; cash flow (including but not limited to, operating cash flow, free cash flow, and cash flow return on capital); return on equity, capital, assets, or sales; revenue or revenue growth; earnings before interest, taxes, depreciation and amortization (“EBITDA”) or EBITDA growth; stock price;debt-to-capital ratio; stockholders’ equity per share; operating income as a percent of revenue; gross profit as a percent of revenue; selling, general and administrative expenses as a percent of 99 revenue;pre-tax profit; orders; improvements in capital structure; budget and expense management; productivity ratios; economic value added or other value added measurements; operating efficiency; working capital targets; enterprise value; customer value; customer satisfaction; completion of acquisition or business expansion. The Committee may provide for such adjustments to the Performance Goals as it deems appropriate, including but not limited to adjustments designed to reflect changes during the performance period in generally accepted accounting principles or in tax rates, currency fluctuations, the effects of acquisitions or dispositions of a business or investments in whole or in part, debt reduction charges, extraordinary or nonrecurring items, the gain or loss from claims or litigation and related insurance recoveries, the effects of impairment of tangible or intangible assets, or the effects of restructuring or reductions in force or other business recharacterization activities, income or expense related to defined benefit or defined contribution pension plans, uninsured losses from natural catastrophes or political and legal developments affecting the Company’s business (including losses as a result of war, terrorism, confiscation, expropriation, seizure, new regulatory requirements, business interruption or similar events). (ee)    “Plan” means this Unisys Corporation 2019 Long-Term Incentive and Equity Compensation Plan, as may be amended from time to time. (ff)    “Prior Plans” means the Company’s 2016 Long-Term Incentive and Equity Compensation Plan, 2003 Long-Term Incentive and Equity Compensation Plan and 2010 Long-Term Incentive and Equity Compensation Plan, all as may be amended and restated. (gg)    “Restriction Period” shall have the meaning set forth in Section 7(a). (hh)    “SAR” means a stock appreciation right, as described in Section 6. (ii)    “Securities Act” means the U.S. Securities Act of 1933, as amended. (jj)    “Restricted Stock Award” means an award of Common Stock, as described in Section 7. (kk)    “Restricted Stock Unit” means an award of the right to receive, in cash or shares of Common Stock, the value of a shares of Common Stock , as described in Section 8. (ll)    “Tax-Related Items” means any U.S. federal, state, and or local taxes and any taxes imposed by a jurisdiction outside the U.S., including but not limited to income tax, social insurance and other similar contributions, payroll tax, fringe benefits tax, payment on account, employment tax, stamp tax, any other taxes related to the participation in the Plan and legally applicable to a Grantee, including any employer liability for which a Grantee is liable for pursuant to applicable tax or social security laws or the applicable Award Agreement. 100                UNISYS CORPORATION         801 LAKEVIEW DRIVE, SUITE 100         BLUE BELL, PA 19422 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions. Your Internet vote authorizes the named proxies to vote the shares in the same manner as if you marked, dated, signed and returned the proxy card. Internet voting is available until 11:59 p.m. Eastern Time the day before thecut-off or annual meeting date. Have your proxy card in hand when you access the website and follow the instructions provided. ELECTRONIC DELIVERY OF FUTURE STOCKHOLDER COMMUNICATIONS If you would like to reduce the costs incurred by Unisys Corporation in mailing proxy materials, you can consent to receive all future proxy statements, annual reports and proxy cards electronically. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years. VOTE BY TELEPHONE -1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Your telephone vote authorizes the named proxies to vote the shares in the same manner as if you marked, dated, signed and returned the proxy card. Telephone voting is available until 11:59 p.m. Eastern Time the day before thecut-off or annual meeting date. Have your proxy card in hand when you call and follow the instructions provided. VOTE BY MAIL Mark, date, sign and return your proxy card in the enclosed envelope or return it to Unisys Corporation, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.     TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E41085-P00838-Z71595E66656-P18315-Z74221                         KEEP THIS PORTION FOR YOUR RECORDS — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.   UNISYS CORPORATION                                        THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ITEMS 1 THROUGH 35 1.   Election of Directors      For      Against      Abstain                   Nominees:   1a.   Peter A. Altabef ☐ ☐ ☐ 1b.  Jared L. Cohon ☐ ☐ ☐ 2.   Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2018; For Against Abstain 1c.   Nathaniel A. Davis 1d.  Denise K. Fletcher ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐         1e.   Philippe Germond ☐ ☐ ☐ 3.   Advisory vote on executive compensation. ☐ ☐ ☐ 1f.   Deborah Lee James ☐ ☐ ☐ 1g.  Paul E. Martin ☐ ☐ ☐ 1h.  Regina Paolillo1.   Approval of an amendment to the Company’s Bylaws to permit the Company’s Board of Directors to extend the mandatory retirement age for directors from 72 years old to 74 years old under certain circumstances.         ☐      ☐      ☐                        1i.2.   Election of Directors        Nominees: For Against Abstain 2a.   Peter A. Altabef ☐ ☐ ☐ 2h.  Deborah Lee James ☐ ☐ ☐ 2b.  Jared L. Cohon ☐ ☐ ☐ 2i.   Paul E. Martin ☐ ☐ ☐ 2c.   Nathaniel A. Davis ☐ ☐ ☐ 2j.   Regina Paolillo ☐ ☐ ☐ 2d.  Matthew J. Desch ☐ ☐ ☐ 2k.  Lee D. Roberts ☐ ☐ ☐ 2e.   Denise K. Fletcher ☐ ☐ ☐ 3.   Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2019. ☐ ☐ ☐ 2f.   Philippe Germond         ☐      ☐      ☐             2g.  Lisa A. Hook       ☐ ☐ ☐ 4.   Advisory vote to approve executive compensation. ☐ ☐ ☐    Mark here for address change or comments. SEE REVERSE SIDE          ☐       5.   Approval of the Unisys Corporation 2019 Long-Term Incentive and Equity Compensation Plan.    ☐    Yes ☐    No ☐       The shares represented by this proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder(s). If no direction is given, this proxy will be voted as recommended by the Board of Directors. The trustee for the Savings Plan will vote as described on page 2 of the proxy statement.       Please indicateNOTE:This ballot may be used and signed by you only if you would like to keepare the stockholder of record in your vote confidential.own name of Unisys common stock or if you have been given a proxy by a stockholder of record. If your stock is not held in your name but is in the name of a broker, the Unisys Savings Plan, or someone other than yourself, only the broker or other person may give a proxy or sign a ballot.    ☐    ☐          Please sign exactly as name appears hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. If a corporation or partnership, please sign in full corporate or partnership name by an authorized officer.                                                                 Signature [PLEASE SIGN WITHIN BOX]    Date                   Signature (Joint Owners)    Date             Annual Meeting of Stockholders April 26, 2018May 10, 2019 8:00 a.m., local time Courtyard Philadelphia Downtown 21 N. Juniper Street Philadelphia, PA 19107 YOUR VOTE IS IMPORTANT THANK YOU FOR VOTING Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: Notice of 20182019 Annual Meeting and Proxy Statement and 20172018 Annual Report are available at www.proxyvote.com. — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — E41086-P00838-Z71595E66657-P18315-Z74221 UNISYS CORPORATION PROXY FOR ANNUAL MEETING TO BE HELD APRIL 26, 2018MAY 10, 2019 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Peter A. Altabef, Nathaniel A. Davis and Denise K. Fletcher, and each of them, proxies with power of substitution, to vote all shares of common stock which the undersigned is entitled to vote at the 20182019 Annual Meeting of Stockholders of Unisys Corporation, and at any adjournments thereof, as directed on the reverse side hereof with respect to the items set forth in the accompanying proxy statement and in their discretion upon such other matters as may properly come before the meeting. This card also provides voting instructions (for shares credited to the account of the undersigned, if any) to the trustee for the Unisys Savings Plan (the “Savings Plan”) as more fully described on page 2 of the proxy statement. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. IF YOU ARE VOTING BY MAIL, PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY/VOTING INSTRUCTION CARD IN THE ENCLOSED ENVELOPE.       Address Changes/Comments:             (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) (CONTINUED AND TO BE SIGNED ON REVERSE SIDE)