SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrantþ
Filed by a Party other than the Registranto
Check the appropriate box:
þPreliminary Proxy Statement
oDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
oConfidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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):
þNo fee required.
oFee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
(4)Proposed maximum aggregate value of transaction:
(5)Total fee paid:
oFee paid previously with preliminary materials:
oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)Amount Previously Paid:
(2)Form, Schedule or Registration Statement No.:
(3)Filing Party:
(4)Date Filed:

Unisys Corporation
Unisys Way801 Lakeview Drive, Suite 100
Blue Bell, PA19424-0001 19422
 
(Unisys Logo)
 
March , 201016, 2011
 
Dear Fellow Stockholder:
 
It is my pleasure to invite you to the Unisys 20102011 Annual Meeting of Stockholders. This year’s meeting will be held on Thursday,Wednesday, April 29, 2010,27, 2011, at the Philadelphia Marriott West, which is located at 111 Crawford Avenue in West Conshohocken, Pennsylvania. The meeting will begin at 9:30 a.m.
 
UnisysOur financial results in 2010 reflect the progress we have made significanttoward creating a more focused, competitive Unisys. For the second consecutive year, we increased our operating profit, growing operating income by 14% on lower revenue. We improved our full-year operating profit margin to 9.3%, and were within our targeted 8-10% operating margin range in our services business in the last two quarters of the year. We made further progress in our turnaround program in 2009. Despite lower revenue in a challenging economic environment, our employees stayed focused on executing against our priorities, delivering three consecutive profitable quartersgenerating cash and much improved results. We reported net income of $189 million in 2009 compared with a year-earlier loss and our operating cash flow improved 56 percent to $397 million. We also made progress in strengthening our balance sheet.sheet, ending 2010 with more cash than debt. We also divested a number of non-core businesses and tightened our geographic footprint. We are focused on continuing our progress in 2010.2011.
 
As we did last year, we are making the proxy materials for this year’s annual meeting available to our stockholders over the Internet under the “notice and access” rules of the Securities and Exchange Commission. We believe these rules allow us to provide our stockholders with the information they need, while reducing our printing and mailing costs and helping to conserve natural resources. The Notice of Internet Availability of Proxy Materials that you received in the mail contains instructions on how to access this proxy statement and the 20092010 annual report and vote online. The Notice also includes instructions on how you can request a paper copy of the annual meeting materials.
 
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,
 
(-s- J. Edward Coleman)
J. Edward Coleman
Chairman and Chief
Executive Officer

(Unisys Logo)
 
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
 
April 29, 201027, 2011
 
Unisys Corporation will hold its 20102011 Annual Meeting of Stockholders at the Philadelphia Marriott West, 111 Crawford Avenue, West Conshohocken, Pennsylvania, on Thursday,Wednesday, April 29, 2010,27, 2011, at 9:30 a.m., local time, to:
 
1. approve amendments to the Company’s Restated Certificate of Incorporation and Bylaws to declassify the Board of Directors and provide for the annual election of all directors beginning at the 2011 Annual Meeting of Stockholders;elect eight directors;
 
2. approve an amendment to the Company’s Bylaws to increase the mandatory retirement age for directors from age 70 to age 72;
3. approve amendments to the Company’s Restated Certificate of Incorporation and Bylaws to decrease the minimum and maximum number of directors that may comprise the Board of Directors;
4. elect two directors (or, if the amendment referred to in item 2 is approved, elect three directors);
5. ratify the selection of the Company’s independent registered public accounting firm for 2010;2011;
3. approve an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 72,000,000 to 100,000,000;
4. hold an advisory vote on executive compensation;
5. hold an advisory vote on the frequency of holding an advisory vote on executive compensation; and
 
6. approve the Unisys Corporation 2010 Long-Term Incentive and Equity Compensation Plan; and
7. transact any other business properly brought before the meeting.
 
Only record holders of Unisys common stock at the close of business on March 1, 2010February 28, 2011 will be entitled to vote at the annual meeting.
 
By Order of the Board of Directors,
 
(-s- Nancy Straus Sundheim)
Nancy Straus Sundheim
Senior Vice President, General Counsel
and Secretary
 
Blue Bell, Pennsylvania
March , 201016, 2011
 
Important Notice Regarding the Availability of Proxy Materials for the Stockholder
Meeting to be Held on April 29, 2010:27, 2011:
 
The Company’s proxy statement and annual report are available on our
website atwww.unisys.com/go/proxy andwww.unisys.com/go/annual..
 
Your vote is important. Whether or not you plan to attend the annual meeting, please promptly submit your proxy or voting instructions by Internet, telephone, or mail. For specific instructions on how to vote your shares, please refer to the instructions found on the Notice of Internet Availability of Proxy Materials you received in the mail or, if you received a paper copy of the proxy materials, the enclosed proxy/voting instruction card.

 
TABLE OF CONTENTS
 
     
PROXY STATEMENT
    
Required Vote
1
Internet Availability of Proxy Materials; Multiple Sets of Proxy Materials
  21 
Voting Procedures and Revocability of Proxies
  21 
AMENDMENTS TO RESTATED CERTIFICATE OF INCORPORATION AND/OR BYLAWSRequired Vote
  3
Declassification of Board and Annual Election of Directors
3
Increase in Mandatory Retirement Age of Directors to Age 72
4
Decrease in Minimum and Maximum Number of Directors
52 
ELECTION OF DIRECTORS
  53 
Information Regarding Nominees and Directors
  64 
Board Meetings; Attendance at Annual Meetings
  127 
Independence of Directors
  128 
Committees
  128 
Director Nomination Process
  149 
Communications with Directors
  1410 
Board Leadership Structure
  1510 
Risk Oversight
  1510
Risk Assessment of Compensation Policies and Practices
11 
Compensation of Directors
  1611 
Code of Ethics and Business Conduct
  1713 
Corporate Governance Guidelines
  1713 
Related Party Transactions
  1915 
Audit Committee Report
  2016 
Independent Registered Public Accounting Firm Fees and Services
  21
Relationship with Independent Registered Public Accounting Firms
2116 
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  2117 
APPROVALAMENDMENT TO RESTATED CERTIFICATE OF THE UNISYS CORPORATION 2010 LONG-TERM INCENTIVE AND EQUITY COMPENSATION PLANINCORPORATION
  2217
Form of the Amendment
17
Purpose of the Amendment
18
Rights of Additional Authorized Shares
18
Potential Adverse Effects of the Amendment
18
Effectiveness of the Amendment and Vote Required
19
ADVISORY VOTE ON EXECUTIVE COMPENSATION
19
ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATION
20 
EQUITY COMPENSATION PLAN INFORMATION
  2921 
SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  3022 
EXECUTIVE COMPENSATION
  3223 
Compensation Discussion and Analysis
  3223 
Compensation Committee Report
  4036 
Summary Compensation Table
  4137 
Grants of Plan-Based Awards
  4238 
Outstanding Equity Awards at Fiscal Year-End
  4339 
Option Exercises and Stock Vested
  4541 
Pension Benefits
  4541


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Non-Qualified Deferred Compensation
  4945 
Potential Payments upon Termination or Change in Control
  50


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46 
GENERAL MATTERS
  5349 
Section 16(a) Beneficial Ownership Reporting Compliance
  5349 
Policy on Confidential Voting
  5350 
Stockholder Proposals and Nominations
  5450 
Householding of Proxy Materials
  5450 
Other Matters
  54
APPENDIX A
A-1
APPENDIX B
B-1
APPENDIX C
C-1
APPENDIX D
D-1
APPENDIX EE-150 


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UNISYS CORPORATION
 
PROXY STATEMENT
 
ANNUAL MEETING OF STOCKHOLDERS
 
April 29, 201027, 2011
 
The Board of Directors of Unisys Corporation solicits your proxy for use at the 20102011 Annual Meeting of Stockholders to be held on April 29, 201027, 2011 and at any adjournments or postponements thereof. At the annual meeting, stockholders will be asked to (1) approve amendments to the Company’s Bylaws and Restated Certificate of Incorporation, as applicable, to (a) declassify the Board of Directors so that allelect directors, are elected annually, (b) increase the mandatory retirement age for directors from age 70 to age 72 and (c) decrease the minimum and maximum number of directors that may comprise the Board of Directors; (2) elect two (or, if the above amendment relating to the mandatory retirement age is approved, three) directors, (3) ratify the selection of the Company’s independent registered public accounting firm, (3) approve an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 72,000,000 to 100,000,000; (4) approve, a new long-term incentiveon an advisory basis, the compensation of the Company’s named executive officers, (5) vote, on an advisory basis, on the frequency with which the Company should hold an advisory vote on executive compensation and equity compensation plan and (5)(6) transact any other business properly brought before the meeting.
 
The record date for the annual meeting is March 1, 2010.February 28, 2011. 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, [ • ]42,975,871 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 2009,2010, are being sent or given to stockholders on or about March , 2010.16, 2011.
 
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 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.
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


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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 receivede-mail 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 election of directors, (2) FOR the ratification of the selection of independent registered public accounting firm, (3) FOR the proposal to amend the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock, (4) FOR the approval, on an advisory basis, of the compensation of the Company’s named executive officers, (5) for the approval, on an advisory basis, of an advisory vote on executive compensation EVERY YEAR 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 “broker non-vote”. The election of directors, the resolution regarding the compensation of the Company’s named executive officers and the vote regarding the frequency of advisory votes on executive compensation 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 and the proposal to amend the Company’s Restated Certificate of Incorporation are 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 28, 2011. The trustee will vote those shares in accordance with your instructions if it receives your completed proxy by April 25, 2011. 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.
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.
 
Amendments to Bylaws and Restated Certificate of Incorporation.  The affirmative vote of not less than 80% of the outstanding shares of common stock entitled to vote is required to approve each of (1) the proposal to amend the Company’s Restated Certificate of Incorporation and Bylaws to declassify the Board, (2) the proposal to amend the Company’s Bylaws to increase the mandatory retirement age of directors, and (3) the proposal to amend the Company’s Restated Certificate of Incorporation and Bylaws to decrease the minimum and maximum number of directors. Any shares not voted (whether by abstention, broker non-vote or otherwise) will have the same effect as a vote “Against” the proposal.
Election of Directors.Directors (Item 1).  Directors will be elected by the vote of a majority of the votes cast at the meeting. This means that a nominee will be elected if the number of votes cast “For” his or her election exceeds 50% of the total number of votes cast with respect to that nominee’s


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election. Votes cast with respect to the election of directors include votes to “Withhold” authority but do not include abstentions and broker non-votes.
 
Independent Registered Public Accounting Firm; New Long-Term Incentive and EquityFirm (Item 2); Advisory Vote on Executive Compensation Plan.(Item 4).  The proposal to ratify the selection of the Company’s independent registered public accounting firm and the proposaladvisory resolution to approve a new long-term incentive and equityexecutive compensation plan will each be approved if it receives the affirmative vote of a majority of


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shares present, in person or by proxy, and entitled to vote on the matter. Abstentions will be included in the vote totals for these matters and therefore will have the same effect as a negative vote; broker non-votes will not be included in the vote totals and therefore will have no effect on the vote.
 
Internet AvailabilityAmendment to Restated Certificate 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)Incorporation (Item 3).  The Notice includes instructions on how to access the proxy materials over the Internet 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.
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 receivede-mail 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 your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote at the meeting.
If you properly complete and return your proxy, and do not revoke it, the proxy holders will vote your shares in accordance with your instructions. If your properly completed proxy gives no instructions, the proxy holders will vote your shares FOR each proposal to amend the Company’s Restated Certificate of Incorporationand/or Bylaws to effectincrease the changes regarding the Boardnumber of Directors described in this proxy statement, FOR the election of directors, FOR the selection of independent registered public accountants, FOR the approvalauthorized shares of the Unisys Corporation 2010 Long-Term Incentive and Equity Compensation Plan and in their discretion on any other matters that properly come before the annual meeting.
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 UnisysCompany’s common stock credited to your account aswill require the affirmative vote of March 1, 2010. The trustee will vote those shares in accordance with your instructions if it


2

receives your completed proxy by April   , 2010. 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.
AMENDMENTS TO RESTATED CERTIFICATE OF INCORPORATION AND/OR BYLAWS
(Items 1, 2 and 3)
The Company’s Board of Directors has adopted, declared advisable and is submitting for stockholder approval amendments to the Company’s Restated Certificate of Incorporationand/or Bylaws to (a) declassify the Board of Directors so that all directors are elected annually, (b) increase the mandatory retirement age for directors from age 70 to age 72 and (c) decrease the minimum and maximum number of directors that may comprise the Board. Pursuant to the Company’s Restated Certificate of Incorporation, the adoption of each of these amendments requires the approval of 80%majority of the outstanding shares of common stock entitled to vote.
Declassification of Board and Annual Election of Directors (Item 1) Any shares not voted (whether by abstention, broker non-vote or otherwise) will have the same effect as a vote “Against” the proposal.
 
Article VI, Section 2Advisory Vote on Frequency of Advisory Vote on Executive Compensation (Item 5).  Stockholders will have the Company’s Restated Certificateoption of Incorporationselecting a frequency of every year, every two years or every three years for the advisory vote on executive compensation. The Company will consider the alternative receiving the greatest number of votes as the frequency that stockholders approve. Abstentions and Article II, Section 2 ofbroker non-votes will therefore have no effect on the Company’s Bylaws each currently provides that the Company’s directors are divided into three classes, with the directors in each class serving a three-year term. For the reasons set forth below, the Board is proposing amendments that would eliminate the classified board structure. Under the proposed amendments, all of the Company’s directors would be elected for one-year terms each year, beginning with the 2011 Annual Meeting. All current director terms will expire at the 2011 Annual Meeting, even if some directors were elected to multi-year terms that, absent the proposed amendments, would not have expired at the 2011 Annual Meeting. The proposed amendments would also amend the provisions in the Restated Certificate of Incorporation and Bylaws regarding removal of directors. Under Delaware corporate law, directors of companies that have a classified board may be removed only for cause (unless their certificate of incorporation provides otherwise), whereas directors of companies that do not have a classified structure may be removed with or without cause. The Company’s Restated Certificate of Incorporation currently provides that directors may be removed only for cause. Because the amendments would eliminate the classified structure, the amendments also amend Section 5 of Article VI of the Restated Certificate of Incorporation and Section 4 of Article II of the Bylaws to provide that directors may be removed with or without cause. In addition, Article VI, Section 4 of the Restated Certificate of Incorporation and Article II, Section 3 of the Bylaws would be amended to provide that directors appointed to fill Board vacancies and new directorships will serve for a term expiring at the next annual meeting of stockholders following their appointment to the Board.vote.
 
The Board has reviewed whetheradvisory votes on executive compensation (Item 4) and on the Company’s classified board structure continues to be in the best interestsfrequency of the Company and its stockholders. In conducting its review, the Board considered that the general purposes of the classified boardadvisory vote on executive compensation (Item 5) are to promote stability and continuity in leadershipnot binding on the board and to provide the board with a greater opportunity to protect the interests of stockholders from abusive takeover tactics in the event of an unsolicited takeover offer. The Board also considered that some corporate governance experts and institutional stockholders believe that a classified board reduces accountability to stockholders because it prevents stockholders from evaluating all directors on an annual basis. In addition, the Board recognized that the annual election of directors continues to evolve as a “best practice” in corporate


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governance. After weighing these considerations, the Board has determined that it would be in the best interests of the Company and its stockholders to eliminate the classified board.
The text of the proposed amendments to the relevant sections of Article VI of the Company’s Restated Certificate of Incorporation and Article II of the Company’s Bylaws are attached as Appendix A and Appendix B, respectively, to this proxy statement. Deletions are indicated by strike-throughs and additions are indicated by underlining. If approved, these amendments will become effective upon the filing of a Certificate of Amendment to the Company’s Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which the Company intends to do promptly following the annual meeting.
The Board of Directors recommends a vote “FOR” the proposal to amend the Company’s Restated Certificate of Incorporation and Bylaws to provide for the declassification of the Board and the annual election of all directors.
Increase in Mandatory Retirement Age of Directors to Age 72 (Item 2)
The final sentence of Article II, Section 5 of the Company’s Bylaws currently provides as follows:
“No person shall be elected a director of the Corporation after having attained the age of seventy years.”
For the reasons set forth below, the Company’s Board of Directors has adopted and is submitting for stockholder approval an amendment to this provision of the Bylaws to increase the mandatory retirement age for directors to age 72.
The Board believes that 72, rather than 70, is a more appropriate retirement age for the Company’s directors. The Board believes that the current retirement age results in the premature retirement of directors at an age when they are valuable members of the Board of Directors with substantial knowledge of the Company’s history and operations. Increasing the mandatory retirement age to 72 would give the Company the opportunity to maintain the valuable expertise of directors for an additional time period, while at the same time maintaining a mandatory retirement age that is in line with the average retirement age of directors of major corporations. If the proposed amendment is adopted, Theodore E. Martin, who has been a director of the Company since 1995 and who is chairman of the Compensation Committee and a member of the Audit Committee, will stand for reelection at the annual meeting. If the proposed amendment is not adopted by stockholders, Mr. Martin, who is 70 years old, will not be a nominee for election at the meeting and will retire from the Board, and the size of the Board of Directors will be reduced.
The final sentence of Article II, Section 5 of the Company’s Bylaws will be amended to read as follows if the proposed amendment is approved by stockholders:
“No person shall be elected a director of the Corporation after having attained the age of seventy-two years.”
If it is approved by the stockholders, this amendment to the Company’s Bylaws will become effective immediately upon such approval. If this amendment is adopted,Company. However, the Company will also make conforming changesreview and consider the results of these advisory votes when making future executive compensation decisions and when making determinations as to its corporate governance guidelines regarding the appropriate retirement age for directors.
The Board of Directors recommends a vote “FOR” the proposal to amend the Company’s Bylaws to increase the mandatory retirement age of directors to age 72.


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Decrease in Minimum and Maximum Number of Directors (Item 3)
Article VI, Section 1 of the Company’s Restated Certificate of Incorporation and Article II, Section 1 of the Company’s Bylaws each currently provides that the Board is to consist of no fewer than 10 and no more than 20 persons, with the exact number within this range to be determined by the Board of Directors. The Board currently consists of 12 members. For the reasons set forth below, the Board believes that it would be in the best interests ofwhen the Company and itswill again submit the advisory vote on executive compensation to stockholders to reduce the minimum and maximum number of directors to a range of seven to 15 persons.
The Board of Directors believes that a smaller board is more effective in facilitating communications and decision making. A board of directors consisting of between seven and 15 persons would be consistent with the way the Board has operated for the past ten years, where the number of directors on the Board during this time has ranged from a minimum of 10 persons to a maximum of 13 persons. It would also be consistent with the continuing trend towards smaller boards, with the average board size of major corporations decreasing over the past ten years.
The Company currently has 12 directors. However, as set forth below under “Election of Directors”, one of the company’s current directors has decided not to stand for reelection. As a result, the Board will consist of 11 members following this year’s annual meeting. If the amendment to the Company’s Bylaws to increase the mandatory retirement age of directors described above in Item 2 is not approved by stockholders, the Board will be further reduced to 10 members. The Board believes that decreasing the minimum number of directors would also avoid the potential situation of having to quickly fill any unexpected vacancies in order to meet the existing minimum size requirement. Given the importance of recruiting qualified, independent directors, the Board believes it is prudent to conduct an organized search for a replacement when vacancies occur.
The text of the proposed amendments to Article VI, Section 1 of the Company’s Restated Certificate of Incorporation and Article II, Section 1 of the Company’s Bylaws are attached as Appendix C and Appendix D, respectively, to this proxy statement. Deletions are indicated by strike-throughs and additions are indicated by underlining. If approved, these amendments will become effective upon the filing of a Certificate of Amendment to the Company’s Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which the Company intends to do promptly following the annual meeting.
The Board of Directors recommends a vote “FOR” the proposal to amend the Company’s Restated Certificate of Incorporation and Bylaws to decrease the minimum and maximum number of directors that may comprise the Board of Directors.approval.
 
ELECTION OF DIRECTORS
(Item 4)1)
 
The Board of Directors currently consists of 12nine members, divided into three classes. Currently, one classeach of directors is elected each year to hold office for a three-year term. However, if stockholders approvewhose term expires at the amendments toannual meeting. J.P. Bolduc will retire from the Company’s Restated Certificate of Incorporation and Bylaws to eliminate the classified board, as described under Item 1 of this proxy statement, the terms of all directors, including the directors to be electedBoard at the annual meeting will expire at the 2011 annual meeting. In either case, each director will hold office until his or her successorbecause he has been elected and qualified or until the director’s earlier resignation or removal. Three of the four directors whose terms expire in 2010, Henry C. Duques, Theodore E. Martin and Charles B. McQuade, have been nominated for reelection. Clayton M. Jones has decided not to stand for reelection. Mr. Martin’s nomination is subject to the approval by stockholders of the amendment to the Company’s Bylaws to increaseattained the mandatory retirement age of directors described above in


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Item 2. If that amendment is not approved by stockholders, Mr. Martin will retire from the Board of Directors at the annual meeting and will not stand for reelection, and the size70. Each of the Board will be reduced to 10 members. The remaining eight directors will continue to serve as set forth below. However, if stockholders approve the amendments to the Restated Certificate of Incorporation and Bylaws to eliminate the classified board, the terms of all the Company’s directors, including the directors to be elected at this annual meeting, will expirehas been nominated for reelection for a term expiring at the 20112012 annual meeting of stockholders.meeting. Each of the nominees has agreed to serve as a director if elected, and Unisys 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.
 
The Board of Directors recommends a vote “FOR” all nominees.


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Information Regarding Nominees and Directors
 
The names and ages of the nominees, and directors, their principal occupations and employment during the past five years, and other information regarding them are as follows.
 
Nominees for Election to the Board of Directors
   
HENRY C. DUQUESJ. EDWARD COLEMAN 
HENRY C. DUQUESJ. EDWARD COLEMAN
Mr. Duques, 66,Coleman, 59, is a retired Chairman and Chief Executive Officer of First Data Corporation, an electronic commerceUnisys. He has been with Unisys since 2008. Mr. Coleman has been in the information technology industry for more than 30 years, serving as Chief Executive Officer of Gateway, Inc. from 2006 to 2008; as Senior Vice President and payment services company, a position he held from 1992 to 2002 andPresident of enterprise computing solutions at Arrow Electronics from 2005 to 2007. Mr. Duques2006 and as Chief Executive Officer of CompuCom from 1999 to 2004. He also served as a director of First Data Corporation from 2003 to 2005, of SunGard Data Systems,Gateway, Inc. from 20032006 to 20052007, as chairman of CompuCom from 2001 to 2004 and was a director of CheckFreeCompuCom from 2000 to 2004. Prior to that, he held various leadership and executive positions at Computer Sciences Corporation from 2003 to 2005.and IBM Corporation. Mr. Coleman currently serves as a director of Lexmark International, Inc. He has served as a director of Unisys since 1998, was2008.

Under Mr. Coleman’s leadership, Unisys has focused its resources and investments, streamlined operations and cut costs, whic h has resulted in significantly improved profitability and cash flow. This, coupled with Mr. Coleman’s extensive experience in the non-executive Chairman ofinformation technology business, positions him well to serve as the Board from 2006 until October 2008 and currently serves as Lead Director. He is a member of the Audit Committee.

Mr. Duques is an experienced business leader with the skills necessary to be our Lead Director. He served as Chairman and CEO of First Data, a public company in an industry in which Unisys participates, for over 10 years. As a director of Unisys for more than 10 years and its non-executive Chairman from 2006 to 2008, he has gained a deep understanding of the Company. His previous ex perience on the boards of other public companies, some within our industry, further augments his range of knowledge, providing experience on which he can draw while serving as a member of our Board.


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THEODORE E. MARTIN
THEODORE E. MARTIN
Mr. Martin, 70, is a retired President and Chief Executive Officer of Barnes Group Inc., a manufacturer and distributor of automotive and aircraft components and maintenance products. He has also held the position of Executive Vice President-Operations of that company. He is currently a director of Ingersoll-Rand Company Limited and C. R. Bard, Inc. He served as director of Applera Corporation from 2001 to 2008. He has served as a director of Unisys since 1995 and is Chairman of the Compensation Committee and a member of the Audit Committee.

With his years of experience as both the chief executive and the head of operations at Barnes Group, Mr. Martin brings to the Board critical insights into the operational requirements of a public company. In addition, his service on the boards of a variety of other companies, including as a member of the audit committee of Ingersoll-Rand and of the audit and compensation committees of C. R. Bard, as well as his more than ten years as a director of Unisys, give him a deep understanding not only of the role of the Board but also of the Company and its operations.
CHARLES B. MCQUADE
CHARLES B. MCQUADE
Mr. McQuade, 68, retired in 2002 from the position ofcompany’s Chairman and Chief Executive Officer of Securities Industry Automation Corp. (SIAC) (now wholly owned by NYSE Euronext) after more than 20 years of service as Chief Executive Officer. He was a director of Greenpoint Financial from 1992 until its acquisition by North Fork Bank in 2002 and a director of Gartner, Inc. from 1999 through 2000. He has served on numerous industry and educational advisory boards. Mr. McQuade has served as a director of Unisys since 2008 and is a member of the Compensation Committee and the Finance Committee.

By virtue of his more than 20 years serving as chief executive officer of SIAC, a company known as a technological leader in the securities industry, Mr. McQuade brings to the Board valuable knowledge in the areas of automated information handling and communications systems. In addition, his service on various industrial and educational advisory boards allows him to bring a variety of viewpoints and perspectives to Board deliberations.


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Members of the Board Continuing in Office
Term Expiring in 2011
J. P. BOLDUC
J. P. BOLDUC
Mr. Bolduc, 70, has been Chairman and Chief Executive Officer of JPB Enterprises, Inc., an investment banking, private equity and real estate investment holding company, since April 1995. From April 2003 to September 2004. he also served as Chief Executive Officer of J. A. Jones, a multi-national construction and construction-related services company. From 1987 to 1995, he served in the positions of President and Chief Executive Officer, Vice Chairman, Chief Operating Officer and Chief Financial Officer of W. R. Grace & Co., a global specialty chemicals and health care company. He is currently a director of EnPro Industries, Inc. and Lance, Inc. From 1996 to 2009, Mr. Bolduc also served as a director of Management Consulting Group, PLC (formerly Proudfoot PLC). He has served as a director of Unisys since 1992 and is chairman of the Finance Committee.

As the former CEO, chief operating officer and chief financial officer of W.R. Grace, and the current hea d of his own investment banking, private equity and real estate investment holding company, Mr. Bolduc has a broad understanding of the operational, financial and strategic issues facing public and private companies. Through his business ventures, he is also knowledgeable about the U.S. Federal government market and the security market, two markets that Unisys serves. In addition, his service on the boards of a variety of companies, as well as his more than 10 years of service on the Unisys Board, give him a broad understanding of the role of the Board and the Company and its operations.

In February 2003, the SEC and Mr. Bolduc settled public administrative andcease-and-desist proceedings. Without admitting or denying the SEC’s findings, Mr. Bolduc consented to the entry of acease-and-desist order in which the SEC found that, between 1991 and 1995, while Mr. Bolduc was president and e ither chief operating officer or chief executive officer of W. R. Grace & Co. and a member of its board of directors, Grace fraudulently used reserves to defer income earned by a subsidiary, primarily to smooth earnings of its health care segment, in violation of the antifraud provisions of the federal securities laws, as well as the provisions that require public companies to keep accurate books and records, maintain appropriate internal accounting controls and file accurate annual and quarterly reports. The order generally finds that Mr. Bolduc, through his actions or omissions, was a cause of these violations. The order also notes that, during the period in question, Mr. Bolduc did not sell any of the substantial number of Grace shares that he owned. The SEC ordered Mr. Bolduc to cease and desist from committing or causing any violation or future violation of the antifraud and reporting requirements of the federal securities laws. It did not impose any fines, penalties or bars on Mr. Bolduc.


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JAMES J. DUDERSTADT 
JAMES J. DUDERSTADT
Dr. Duderstadt, 67,68, is President Emeritus and University Professor of Science and Engineering at the University of Michigan. He served as a director of CMS Energy Corporation from 1994 to 2004. He has served as a director of Unisys since 1990 and is chairman of the Nominating and Corporate Governance Committee and a member of the Compensation Committee.

Dr. Duderstadt brings to the Board not only the management expertise and unique perspective gained from serving as the president of a major state university but also substantial technical knowledge, particularly in the areas of science, mathematics and engineering. Dr. Duderstadt serves on several major national boards and study commissions in areas such as federal science policy, higher education, information technology, energy sciences, and national security. This, combined with his more than ten years of service as a director of Unisys, make him a valued contributor to the Board of Directors.


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HENRY C. DUQUES
HENRY C. DUQUES
Mr. Duques, 67, is a retired Chairman and Chief Executive Officer of First Data Corporation, an electronic commerce and payment services company, a position he held from 1992 to 2002 and from 2005 to 2007. Mr. Duques served as a director of First Data Corporation from 2003 to 2005, of SunGard Data Systems, Inc. from 2003 to 2005 and of CheckFree Corporation from 2003 to 2005. He has served as a director of Unisys since 1998, was the non-executive Chairman of the Board from 2006 until October 2008 and currently serves as Lead Director. He is a member of the Audit Committee and the Compensation Committee.

Mr. Duques is an experienced business leader with the skills necessary to be our Lead Director. He served as Chairman and CEO of First Data, a public company in an industry in which Unisys participates, for over 10 years. As a director of Unisys for more than 10 years and its non-executive Chairman from 2006 to 2008, he has gained a deep understanding of the Company. His previous experience on the boards of other public companies, some within our industry, further augments his range of knowledge, providing experience on which he can draw while serving as a member of our Board.
   
MATTHEW J. ESPE 
MATTHEW J. ESPE
Mr. Espe, 51,52, is a director and Chief Executive Officer and President of Armstrong World Industries, Inc., a worldwide designer and manufacturer of floors, ceilings and cabinets. Prior to joining Armstrong World Industries, Mr. Espe was a director and Chairman and Chief Executive Officer of Ricoh Americas Corporation, a subsidiary of Ricoh Co. Ltd., from April to July 2010 and a director and Chairman and Chief Executive Officer of IKON Office Solutions, Inc., a provider of integrated document management systems and services. from 2002 until April 2010. IKON was acquired by Ricoh in 2008. Prior to joining IKON, in 2002, Mr. Espe had been with General Electric Company since 1980, most recently serving as President and Chief Executive Officer of GE Lighting. Mr. Espe served as a director of Graphic Packaging Holding Company from 2009 until July 2010. He has served as a director of Unisys since 2004 and is Chairmana member of the Audit Committee and a member of the Finance Committee.

AsWith his experience as the Chairmanchief executive officer of Armstrong World In dustries, Ricoh Americas and CEO of IKON Office Solutions and as a former senior executive at General Electric, Mr. Espe brings management experience, leadership capabilities, financial knowledge and business acumen to our Board. At IKON, he has overseenoversaw the transition of the company from primarily an equipment provider to one that also provides information technology services, a transition that Unisys has also made. Drawing from that experience, he brings a unique perspective to our Board.

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DENISE K. FLETCHER 
DENISE K. FLETCHER
Ms. Fletcher, 61,62, is a former Executive Vice President, Finance of Vulcan Inc., an investment and project company, a position she held from 2005 to 2008. From 2004 to 2005, she served as Chief Financial Officer of DaVita, Inc., a provider of dialysis services in the United States. From 2000 to 2003, she was Executive Vice President and Chief Financial Officer of MasterCard International, an international payment solutions company. Before joining MasterCard, she served as Chief Financial Officer of Bowne Inc., a global document management and information services provider. During 2004 and 2005 she served as a director of Sempra Energy and of Orbitz, Inc., where she chaired its audit committee. She has served as a director of Unisys since 2001 and is a member of the Audit Committee and the Nominating and Corporate Governance Committee.

As an experienced financial and operational leader with companies in a variety of industries, Ms. Fletcher brings a broad understandingunderstan ding of the strategic priorities of diverse industries, coupled with deep knowledge of financial and tax matters and financial reporting, and ex perienceexperience in investments and acquisitions. In addition, Ms. Fletcher’s years at MasterCard and Bowne have given her an understanding of the financial and other aspects of doing business globally, which is particularly important for a company like Unisys, which receives more than half of its revenue from international operations.
   
CLAY B. LIFFLANDER
CLAY B. LIFFLANDER
Mr. Lifflander, 47, has been President of Millbrook Capital Management, Inc. since 1995 and of MMI Investments, L.P. since 1996. From 1995 to 2004, he served as Chief Executive Officer of Key Components LLC. Prior to that, he served as President of the New York City Economic Development Corporation under then Mayor Rudolph Giuliani(1994-1995) and as Managing Director in the Mergers and Acquisitions Group at Smith Barney(1984-1994). Mr. Lifflander served as a director of Dendrite International, Inc. from 2006 to 2007, Key Components LLC from 1995 to 2004 and United Nations Development Corporation from 1994 to 1996 and currently serves on the Board of the Hudson River Museum. He has served as a director of Unisys since 2008 and is a member of the Finance Committee and the Nominating and Corporate Governance Committee.

As disclosed in the Company’s 2008 and 2009 proxy statements , Mr. Lifflander was appointed to the Board in 2008 pursuant to an agreement between the Company and MMI Investments, L.P., a major stockholder of the Company. In addition to his senior management and investment banking experience, Mr. Lifflander brings to the Board the perspective of a major Company stockholder.

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Members of the Board Continuing in Office
Term Expiring in 2012
J. EDWARD COLEMAN
J. EDWARD COLEMAN
Mr. Coleman, 58, is Chairman and Chief Executive Officer of Unisys. He has been with Unisys since 2008. Mr. Coleman has been in the information technology industry for more than 30 years, serving as Chief Executive Officer of Gateway, Inc. from 2006 to 2008; as Senior Vice President and President of enterprise computing solutions at Arrow Electronics from 2005 to 2006 and as Chief Executive Officer of CompuCom from 1999 to 2004. He also served as a director of Gateway, Inc. from 2006 to 2007, as chairman of CompuCom from 2001 to 2004 and was a director of CompuCom from 2000 to 2007. Prior to that, he held various leadership and executive positions at Computer Sciences Corporation and IBM Corporation. He has served as a director of Unisys since 2008.

Under Mr. Coleman’s leadership, Unisys has focused its resources and investments, streamlined operations and cut costs, which resulted in significantly improved profitability and cash flow in 2009. This, coupled with Mr. Coleman’s extensive experience in the information technology business, positions him well to serve as the company’s Chairman and Chief Executive Officer.
LESLIE F. KENNE 
LESLIE F. KENNE
Ms. Kenne, 62,63, is a retired Lieutenant General of the United States Air Force. Prior to retiring from the Air Force in 2003 as Deputy Chief of Staff, Warfighting Integration, Pentagon, she had a32-year military career including technical training, command experience and responsibility for large aircraft test, evaluation and acquisition programs.

She is currently an independent consultant for various defense companiesand/or agencies. Ms. Kenne served as a director of EDO Corporation from 2004 to 2007 and is currently a director of Harris Corporation and Oshkosh Corporation. She has served as a director of Unisys since 2006 and is a member of the Nominating and Corporate Governance Committee.

As a retired Air Force Lieutenant General, Ms. Kenne brings a unique perspective to our Board. In addition to her successful record of leadership and military service, she has first hand experience on large governme nt projectsgovernment project s and on the government procurement process, experience that is valuable given the Company’s public sector business. Through her consultancy work, she also has knowledge of the security market, a market that Unisys servesserves.


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CLAY B. LIFFLANDERCHARLES B. MCQUADE 
CHARLES B. MCQUADE
Mr. McQuade, 69, retired in 2002 from the position of Chairman and Chief Executive Officer of Securities Industry Automation Corp. (SIAC) (now wholly owned by NYSE Euronext) after more than 20 years of service as Chief Executive Officer. He was a director of Greenpoint Financial from 1992 until its acquisition by North Fork Bank in 2002 and a director of Gartner, Inc. from 1999 through 2000. He has served on numerous industry and educational advisory boards. Mr. McQuade has served as a director of Unisys since 2008 and is chairman of the Compensation Committee and a member of the Finance Committee.

By virtue of his more than 20 years serving as chief executive officer of SIAC, a company known as a technological leader in the securities industry, Mr. McQuade brings to the Board valuable knowledge in the areas of automated information handling and communications systems. In addition, his service on various industrial and educational advisory boards a llows him to bring a variety of viewpoints and perspectives to Board deliberations.
PAUL E. WEAVER
PAUL E. WEAVER
Mr. Weaver, 64,65, has over 30 years of experience in providing accounting, audit and business advisory advice and services. He was with PricewaterhouseCoopers from 1972 to 2006, serving as the firm’s Vice Chairman from 1994 to 1999 and as Chairman of its Global Technology and Infocomm practice from 1999 to 2006. Mr. Weaver is currently a director of AMN Healthcare, Inc. and WellCare Health Plans, Inc. He also served as a director of Gateway, Inc. from 2006 to 2007 and as a director of Idearc Media from 2006 to 2009. Mr. Weaver has served as a director of Unisys since February 2010 and is chairman of the Audit Committee and a member of the AuditCompensation Committee.

Mr. Weaver’s experience in leadership and governance roles within PricewaterhouseCoopers, his position as head of the firm’s global technology practice and his years of experience providing audit and advisory services to a number of the world’s largest multinational companies make him particularly suited to be a director of Unisys and a member of the Audit Committee.and Compensation Committees. In addition, his service on other boards and audit committees, including as chairman of the audit committeecommittees of AMN Healthcare and WellCare Health Plans, and as a member of the compensation committee of WellCare, gives him valuable knowledge and perspective.
 
Board Meetings; Attendance at Annual Meetings
 
The Board of Directors held eightsix meetings in 2009.2010. During 2009,2010, all directors attended at least 75% of the meetings of the Board of Directors and standing committees on which they served.
 
It is the Company’s policy that all directors should attend the annual meeting of stockholders. All of the Company’s current directors atattended the time of the 20092010 annual meeting attended that meeting.

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Independence of Directors
 
All of the Company’s directors other than Mr. Coleman meet the independence requirements prescribed by the New York Stock Exchange (“NYSE”)NYSE and, in the case of members of the Audit Committee, also meet the audit committee independence requirements prescribed by the SEC. In assessing whether a director 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”. All non-employee directors met these criteria in 2009.2010. In particular, twoone of the Company’s non-employee directors, Mr. Espe, and Mr. Jones, served during 2010 as chief executive officer of a companycompanies that doesdid business with Unisys in the ordinary course. In each instance, combinedCombined Unisys sales to and purchases from the director’s companyeach of those companies in 20092010 represented less than one percent of that company’s annual revenue.
 
Committees
 
The Board of Directors has a standing Audit Committee, Compensation Committee, Finance Committee and Nominating and Corporate Governance Committee. The specific functions and responsibilities of each committee are set forth in its charter, which is available on the Company’s Internet web site at www.unisys.com in the Investor Relations section under Corporate Governance and is also available in print to any stockholder who requests it.
 
Audit Committee
 
The Audit Committee assists the Board in its oversight of (1) the integrity of the Company’s financial statements and its financial reporting and disclosure practices, (2) the soundness of its

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systems of internal financial and accounting controls, (3) the independence and qualifications of its independent registered public accounting firm, (4) the performance of its internal auditors and independent registered public accounting firm, (5) the Company’s compliance with legal and regulatory requirements and the soundness of its ethical and environmental compliance programs and (6) the Company’s risk assessment and risk management policies. The Audit Committee held 10seven meetings in 2009.2010. Its members in 2009 wereare Mr. Duques, Mr. Espe, (chair), Ms. Fletcher and Mr. Martin. Mr. Weaver became a member of the Audit Committee in February 2010.(chair). The Board has determined that each of Mr. Duques, Mr. Espe, Ms. Fletcher Mr. Martin and Mr. Weaver is an audit committee financial expert as defined by the SEC.
 
Compensation Committee
 
The Compensation Committee oversees the compensation of the Company’s executives, the Company’s executive management structure, the compensation-related policies and programs involving the Company’s executive management and the level of benefits of officers and key employees. In this capacity, the committee regularly reviews and approves the Company’s executive compensation strategy and principles to ensure that they are aligned with the Company’s business strategy and objectives and with stockholder interests. Under its charter, the Compensation Committee annually reviews and approves goals and objectives relevant to the compensation of the chief executive officer, evaluates the performance of the chief executive officer in light of those goals and objectives and makes recommendations to the independent members of the Board concerning the compensation level of the chief executive officer. The committee also annually reviews and approves compensation levels of the other elected officers. In this regard, the committee solicits input from the Company’s chief executive officer regarding the compensation of those executives who report directly to him. The Compensation Committee also reviews and recommends to the Board the adoption of director compensation programs. The Company’s guidelines regarding the compensation of directors are described more fully in paragraph 11 of “Corporate


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“Corporate Governance Guidelines” below. Under its charter, the Compensation Committee also annually reviews management’s assessment of risk as it relates to the Company’s compensation arrangements. As is discussed more fully below in “Compensation Discussion and Analysis”, the Compensation Committee regularly receives reports and recommendations from management and from the committee’s outside compensation consultant to assist it in carrying out its responsibilities. In 2009,2010, the outside compensation consultant engaged by the Compensation Committee was Watson Wyatt.Pearl Meyer & Partners. During 2009, Watson Wyatt2010, Pearl Meyer & Partners and its affiliates did not provide any additional services to the Company or its affiliates in an amount in excess of $120,000. In January 2010, Watson Wyatt and Towers Perrin merged to form Towers Watson & Co. Towers Perrin has provided in the past, and continues to provide, human resources consulting and other services to the Company. As a result, effective January 1, 2010, the Compensation Committee engaged a new consultant, Pearl Meyer & Partners.affiliates. Under its charter, the committee also may consult with legal, accounting or other advisors, as appropriate, and may form and delegate authority to subcommittees when appropriate. The Compensation Committee held eightseven meetings in 2009.2010. Its members are Dr. Duderstadt, Mr. Jones,Duques, Mr. MartinMcQuade (chair) and Mr. McQuade.Weaver.
 
Finance Committee
 
The Finance Committee oversees the Company’s financial affairs, including its capital structure, financial arrangements, capital spending and acquisition and disposition plans. It also oversees the management and investment of funds in the pension, savings and welfare benefit plans sponsored by the Company. The Finance Committee held ninefive meetings in 2009.2010. Its members are Mr. Bolduc (chair), Mr. Espe Mr. Lifflander, Mr. Jones and Mr. McQuade.


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Nominating and Corporate Governance Committee
 
The Nominating and Corporate Governance Committee identifies and reviews candidates and recommends to the Board of Directors nominees for membership on the Board of Directors. It also oversees the Company’s corporate governance. The Nominating and Corporate Governance Committee held foursix meetings in 2009.2010. Its members are Dr. Duderstadt (chair), Ms. Fletcher and Ms. Kenne and Mr. Lifflander.Kenne.
 
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. 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 or 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. In February 2010, the committee recommended, and the Board elected, a new director, Paul E. Weaver. As part of the selection process, the committee looked for a candidate with auditing and accounting expertise and with experience with the information technology industry. Mr. Weaver, who was a director of Gateway, Inc. when Mr. Coleman was that company’s chief executive officer and also a director, was initially suggested by a non-management member of the Unisys Board. 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


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the Chairman of the Nominating and Corporate Governance Committee,c/o Corporate Secretary, Unisys Corporation, Unisys Way,801 Lakeview Drive, Suite 100, Blue Bell, Pennsylvania 19424.19422.
 
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 and Chief Executive Officer, reviews each director’s continuation on the Board as a regular part of the annual nominating process, which currently occurs every three years and will occur annually if the amendments discussed above in Item 1 are approved by stockholders.process. Specific information on the qualifications of each of the Company’s directors is included above in Item 4.1.
 
Communications with Directors
 
Stockholders and other interested parties may send communications to the Board of Directors or to the non-management directors as a group by writing to themc/o Corporate Secretary, Unisys


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Corporation, Unisys Way,801 Lakeview Drive, Suite 100, Blue Bell, Pennsylvania 19424.19422. All communications directed to Board members will be delivered to them.
 
Board Leadership Structure
 
As set forth in paragraph 4 of “Corporate Governance Guidelines” below, the Board does not have a policy, one way or the other, on whether the same person should serve as both the chief executive officer and chairman of the board or, if the roles are separate, whether the chairman should be selected from the non-employee directors or should be an employee. The Board believes that it should have the flexibility to make these determinations at any given point in time in the way that it believes best to provide appropriate leadership for the Company at that time. Over the last several years, the Company has had each of the following leadership structures, reflecting its circumstances at the time: separate chairman and chief executive officer, with the chairman being a member of the Company’s management (2005); separate non-employee chairman and chief executive officer(2006-2008) and combined chairman and chief executive officer (October 2008 to present). The Board believes that its current leadership structure, with Mr. Coleman serving as both chief executive officer and board chairman, is appropriate given Mr. Coleman’s past experience serving in these roles, the efficiencies of having the chief executive officer also serve in the role of chairman and the Company’s strong corporate governance structure. Pursuant to the Company’s governance guidelines, whenever the chairman is an employee of the Company, the Board elects a lead director from its independent directors. The lead director is currently Mr. Duques. The chairman and chief executive officer consults periodically with the lead director on Board matters and on issues facing the Company. In addition, the lead director serves as the principal liaison between the chairman of the board and the independent directors and presides at an executive session of non-management directors at each regularly scheduled board meeting.
 
Risk Oversight
 
In its oversight role, the Board of Directors annually reviews the Company’s strategic plan,and operating plans, which addresses,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 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 comprehensive risk assessment report


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and reviews that report with the Audit Committee each year. This report identifies the material business risks (including strategic, operational, financial reporting and compliance risks) for the Company as a whole, as well as for each business unit and for corporate common services, and identifies the controls 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 Committee regarding their design and effectiveness. The Audit Committee also receives annual reports from management on the Company’s ethics program and on environmental compliance. 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 Finance Committee regularly reviews with management the Company’s financial arrangements, capital structure and the Company’s ability to access the capital markets. It also oversees the allocation policies with respect to the Company’s pension assets, as well as the performance of pension plan investments. 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.


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Risk Assessment of Compensation Policies and Practices
The Company has conducted an internal risk assessment of its employee compensation policies and practices, including those relating to its non-executive officers, and has concluded that these compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on it. In performing its assessment, the Company inventoried all of its compensation plans, with particular emphasis on incentive compensation plans, and assessed the risks, including financial and operational risks, of those plans. This assessment included an evaluation of the plans’ structure and philosophy, design characteristics and performance measurement features, including (a) compensation mix, (b) performance metrics and the relationship between those metrics and the Company’s business strategy and the creation of long-term stockholder value, (c) whether caps and thresholds exist, (d) length of performance and vesting periods and (e) the existence of risk mitigating factors such as stock ownership guidelines. The Compensation Committee has reviewed this assessment.
 
Compensation of Directors
 
In 2009,2010, the Company’s non-employee directors received an annual retainer/attendance fee for regularly scheduled meetings of $60,000 and a meeting fee of $1,500 per meeting for attendance at certain additional Board and committee meetings. In addition, Mr. Duques received a $25,000 annual retainer for serving as Lead Director; chairmen of committees other than the audit committee each received a $5,000 annual retainer; and the chair of the audit committee received a $20,000 annual retainer. On February 12, 200911, 2010 each non-employee director received a grant of 6,310.8 restricted stock units. This number reflects theone-for-ten reverse split of the Company’s common stock in October 2009 (the “Reverse Stock Split”). The3,786 restricted stock units vest in three annual installments beginning one year afterthat vested 100% on the date of grant if the director is still a director or, if not, has met certain service criteria and will be settled in shares of Unisys common stock.grant.
 
The annual retainers described above are paid in monthly installments in cash. However, directors may choose, on an annual basis, to receive these fees in the form of common stock equivalent units. 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. Directors also have the opportunity to 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,


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and earnings or losses thereon (calculated by reference to the investment options available under the Unisys Savings Plan and selected by the director), are recorded in a memorandum account maintained for each director. The right to receive future payments of deferred cash accounts is an unsecured claim against the Company’s general assets. Beginning in 2011, directors also have the right to defer receipt of restricted stock units. 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 table below provides a summary of Director Compensation for 2009.2010.
 
                                                        
         Change in
              Change in
    
 Fees
       Pension
      Fees
       Pension
    
 Earned or
       Value and
      Earned or
       Value and
    
 Paid in
 Stock
 Option
 Non-Equity
 Nonqualified
      Paid in
 Stock
 Option
 Non-Equity
 Nonqualified
    
 Cash
 Awards
 Awards
 Incentive Plan
 Deferred
 All Other
    Cash
 Awards
 Awards
 Incentive Plan
 Deferred
 All Other
  
 ($)
 ($)
 ($)
 Compensation
 Compensation
 Compensation
 Total
  ($)
 ($)
 ($)
 Compensation
 Compensation
 Compensation
 Total
Name
 (1) (2),(3) (4) ($) Earnings ($) ($)  (1) (2),(3) (4) ($) Earnings ($) ($)
J.P. Bolduc  72,500   40,389   —   —   —   —   112,889   65,000   130,011   —   —   —   —   195,011 
Chairman, Finance Committee                                                 
James J. Duderstadt  69,500   40,389   —   —   —   —   109,889   66,500   130,011   —   —   —   —   196,511 
Chairman, Nominating and Corporate Governance Committee                                                 
Henry C. Duques  85,000   40,389   —   —   —   —   125,389   85,000   130,011   —   —   —   —   215,011 
Lead Director                                                 
Matthew J. Espe  83,667   40,389   —   —   —   —   124,056   84,500   130,011   —   —   —   —   214,511 
Chairman, Audit Committee(5)                                                 
Denise K. Fletcher  73,500   40,389   —   —   —   —   113,889   64,500   130,011   —   —   —   —   194,511 
Clayton M. Jones  67,500   40,389   —   —   —   —   107,889 
Leslie F. Kenne  67,500   40,389   —   —   —   —   107,889   60,000   130,011   —   —   —   —   190,011 
Clay B. Lifflander  66,000   40,389                   106,389 
Theodore E. Martin  74,000   40,389   —   ��   —   —   114,389 
Charles B. McQuade  63,583   130,011   —   —   —   —   193,594 
Chairman, Compensation Committee                                                 
Charles B. McQuade  69,000   40,389   —   —   —   —   109,389 
Paul E. Weaver(5)  53,000   130,011               183,011 


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(1)Amounts shown are the annual retainer/meeting fee, annual fees for chairmen of committees and the lead director, and meeting fees for attendance at additional meetings. Includes amounts that have been deferred under the deferred compensation plan for directors. Also includes the value of stock units received in lieu of cash payments of retainers and fees, as described above.
 
(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 20092010 financial statements. All amounts shown are in respect of the 6,310.83,786 restricted stock units granted to directors on February 12, 2009.11, 2010.
 
(3)At December 31, 2009,2010, directors had outstanding restricted stock units as follows: Mr. Bolduc — 8,775.3;5,259; Dr. Duderstadt — 8,775.3;5,259; Mr. Duques — 8,775.3;5,259; Mr. Espe — 8,775.3;5,259; Ms. Fletcher — 8,775.3; Mr. Jones — 8,775.3;5,259; Ms. Kenne — 8,775.3; Mr. Lifflander — 7,902.5; Mr. Martin — 8,775.3;5,259; Mr. McQuade — 7,902.5.5,003; Mr. Weaver — 0. Directors also had outstanding stock units in respect of directors’ fees as follows: Mr. Bolduc — 2,702;2,702.9; Dr. Duderstadt — 2,634;2,634.3; Mr. Duques — 13,727;13,727.2; Mr. Espe — 632;632.3; Ms. Fletcher — 1,314; Mr. Jones — 729;1,314.8; Ms. Kenne — 0; Mr. Lifflander — 0; Mr. Martin — 14,226; Mr. McQuade — 1,081.1,081.9; Mr. Weaver — 0.
 
(4)At December 31, 2009,2010, directors had outstanding stock options as follows: Mr. Bolduc — 6,800;4,600; Dr. Duderstadt — 6,800;4,600; Mr. Duques — 6,800;4,600; Mr. Espe — 2,400;1,200; Ms. Fletcher — 4,800; Mr. Jones — 2,400;3,600; Ms. Kenne — 0; Mr. LifflanderMcQuade — 0; Mr. MartinWeaver — 6,800; 0.
(5)Mr. McQuade — 0.Espe was chairman of the Audit Committee until December 2010, when Mr. Weaver assumed that position. Amounts shown in the table for Mr. Weaver, therefore, do not include any amounts in respect of a committee chairmanship.
 
Under the Company’s stock ownership guidelines as in effect in 2010, directors arewere expected to own 2,500 post-Reverse Stock Split shares of the Company’s common stock. This goal must be achieved by April 30, 2013 for directors in office on April 30, 2008 andstock within five years after their election date for directors elected after April 30, 2008.date. Stock units received in respect of directors’ fees countcounted toward fulfillment of the ownership guidelines; stock options, including vested stock options, and restricted stock units dodid not count. The Compensation Committee reviews the adequacy of and compliance with the guidelines on an annual basis, typically in April. The number of shares owned by each director is set forth in the stock ownership table on page 31.23.


12

In December 2010, the stock ownership guidelines for directors were revised, effective February 2011. Under the revised guidelines, directors will be expected to own Unisys stock or stock units (including vested“in-the-money” stock options and unvested time-based restricted stock units) having a value equal to four times the director’s annual retainer. Directors will be expected to meet the ownership guidelines by February 2016, or within five years of election for directors elected after February 2011.
 
Code of Ethics and Business Conduct
 
Unisys has a code of ethics, the Unisys Code of Ethics and Business Conduct, that 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 Internet web site atwww.unisys.com in the Investor Relations section under Corporate Governance 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 Internet web site atwww.unisys.com in the Investor Relations section under Corporate 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 New York Stock Exchange.NYSE. Members of the Audit, Compensation, and Nominating and Corporate Governance Committees must also so qualify.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 New York Stock ExchangeNYSE 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


17

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 organization, and Unisys contributions to that organization are less than one percent of its annual charitable receipts.
 
3. The Nominating and Corporate Governance Committee is responsible for determining the appropriate skills and characteristics required of Board members in the context of its currentmake-up, and will consider factors such as independence, experience, expertise, strength of character, mature judgment, leadership ability, technical skills, diversity and age in its assessment of the needs of the Board.
 
4. The Board is free to make the selection of Chairman of the Board and Chief Executive Officer any way that seems best to assure the success of the Company so as to provide appropriate leadership at a given point in time. Therefore, the Board does not have a policy, one way or the other, on whether or not the role of the Chief Executive and Chairman of the Board should be separate and, if it is to be separate, whether the Chairman should be selected


13

from the non-employee directors or be an employee. If the Chairman of the Board is not an employee of the Company, the Chairman should qualify as independent under the listing standards of the New York Stock Exchange.
 
5. It is the sense of the Board thatIn accordance with the Company’s by-law provision that no person shall be elected a director after attaining age 70 is appropriate. Accordingly,bylaws, no director shall stand for re-election at any annual stockholders’ meeting following attainment of age 70 and no person shall be elected a director (as a result of an increase in the number of directors, to fill a vacancy or otherwise) if such person has attained the age of 70.
 
6. Directors should volunteer to resign from the Board upon a change in primary job responsibility. The Nominating and Corporate Governance Committee will review the appropriateness of continued Board membership under the circumstances and will recommend, and the Board will determine, whether or not to accept the director’s resignation. In addition, if the Company’s chief executive officer resigns from that position, he is expected to offer his resignation from the Board at the same time.
 
7. Non-management directors are encouraged to limit the number of public company boards on which they serve to no more than four in addition to the Company’s and should advise the Chairman of the Board and the general counsel of the Company before accepting an invitation to serve on another board.
 
8. The non-management directors will meet in executive session at all regularly scheduled Board meetings. They may also meet in executive session at any time upon request. If the Chairman of the Board is an employee of the Company, the Board will elect from the independent directors a lead director who will preside at executive sessions. If the Chairman is not an employee, the Chairman will preside at executive sessions.
 
9. Board members have complete access to Unisys management. Members of senior management who are not Board members regularly attend Board meetings, and the Board encourages senior management, from time to time, to bring into Board meetings other managers who can provide additional insights into the matters under discussion.
 
10. The Board and its committees have the right at any time to retain independent outside financial, legal or other advisors.


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11. It is appropriate for the Company’s staff to report once a year to the Compensation Committee on the status of Board compensation in relation to other large U.S. companies. Changes in Board compensation, if any, should come at the 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 manner aligned with stockholder interests. In this regard, a meaningful portion of a director’s compensation should be provided and held in stock optionsand/or stock units. Directors should not, except in rare circumstances approved by the Board, draw any consulting, legal or other fees from the Company. In no event shall any member of the Audit Committee receive any compensation from the Company other than directors’ fees.
 
12. The Company will provide an orientation program for new directors. The Company will also provide directors with presentations from time to time on topics designed by the Company or third-party experts to assist directors in carrying out their responsibilities. Directors may also attend appropriate continuing education programs at the Company’s expense.


14

13. The Board will conduct an annual self-evaluation to determine whether it and its committees are functioning effectively. In addition, each committee will conduct an annual self-evaluation of its performance and will make a report annually to the Board.
 
14. The non-management directors will evaluate the performance of the chief executive officer annually and will meet in executive session, led by the chairperson of the Compensation Committee, to review this performance. The evaluation is based on objective criteria, including performance of the business, accomplishment of long-term strategic objectives and development of management. Based on this evaluation, the Compensation Committee will recommend, and the members of the Board who meet the independence criteria of the New York Stock ExchangeNYSE will determine and approve, the compensation of the chief executive officer.
 
15. To assist the Board in its planning for the succession to the position of chief executive officer, the chief executive officer is expected to provide an annual report on succession planning to the Board.
 
16. Members of the Board should at all times act in accordance with the Company’s confidentiality policy for directors.
17. The Company’s stockholder rights plan expired on March 17, 2006, and it has no present intention to adopt a new one. Subject to its continuing fiduciary duties, which may dictate otherwise depending on the circumstances, the Board shall submit the adoption of any future stockholder rights plan to a vote of the stockholders. Any stockholder rights plan adopted or extended without stockholder approval shall be approved by a majority of the independent members of the Board and shall be in response to specific, articulable circumstances that are deemed to warrant such action without the delay that might result from seeking prior stockholder approval. If the Board adopts or extends a rights plan without prior stockholder approval, the Board shall, within one year, either submit the plan to a vote of the stockholders or redeem the plan or cause it to expire.
If stockholders approve the amendments to the Company’s Bylaws and Restated Certificate of Incorporation discussed in this proxy statement, the Board will amend the Company’s corporate governance guidelines to conform them to such amendments.
 
Related Party Transactions
 
The Company is required to disclose any transactions since the beginning of 20092010 (or any currently proposed transaction) in which the Company was a participant, the amount involved exceeds $120,000 and a director or executive officer, any immediate family member of a director or


19

executive officer or any person or group beneficially owning more than 5% of the Company’s common stock had a direct or indirect material interest.
During 2010, the law firm Pepper Hamilton, LLP, which has represented Unisys on a variety of matters for more than 20 years, provided legal services to Unisys for fees of approximately $275,000. The Company does not havehusband of Nancy Straus Sundheim is a partner in that firm. Ms. Sundheim has been Senior Vice President, General Counsel and Secretary of Unisys since 2001. Since that date, at the request of Mr. Sundheim, Pepper Hamilton has excluded from Mr. Sundheim’s annual compensation any such transactionsincome attributable to report.Unisys matters. Also, since 2001, it has been the Company’s practice that any decision to retain Pepper Hamilton is made by the chief executive officer, in consultation with the Unisys attorney responsible for the matter. Ms. Sundheim has no input in the decision to retain the firm.
 
Currently the Company has not adopted a policy specifically directed at the review, approval or ratification of related party transactions required to be disclosed. However, under the Unisys Code of Ethics and Business Conduct, all employees, officers and directors are required to avoid conflicts of interest. Employees (including officers) must review with, and obtain the approval of, their immediate supervisor and the Company’s Corporate Ethics Office, any situation (without regard to


15

dollar amount) that may involve a conflict of interest. Directors should raise possible conflicts of interest with the chief executive officer or the general counsel. The code of ethics defines a conflict of interest as any relationship, arrangement, investment or situation in which loyalties are divided between Unisys interests and personal interests and specifically notes involvement (either personally or through a family member) in a business that is a competitor, supplier or customer of the Company as a particularly sensitive area that requires careful review.
 
Audit Committee Report
 
In performing its oversight responsibilities as defined in its charter, the Audit Committee has reviewed and discussed the audited financial statements and reporting process for 2010, including the system of internal controls over financial reporting, with management and withKPMG LLP, the Company’s independent registered public accounting firm. The committee has also discussed with KPMG LLP the matters required to be discussed by the statement on Auditing Standards No. 61, as amended, (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board (the “PCAOB”) in Rule 3200T. In addition, the committee has received from KPMG LLP the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight BoardPCAOB regarding KPMG LLP’s communications with the committee concerning independence and has discussed with KPMG LLP their independence. The committee has also considered the compatibility of audit-related services, tax services and other non-audit services with the firm’s independence.
 
Based on these reviews and discussions, the committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report onForm 10-K for the year ended December 31, 20092010 for filing with the SEC.
 
Audit Committee (2009)
 
Henry C. Duques
Matthew J. Espe
Denise K. Fletcher
TheodorePaul E. MartinWeaver


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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, 20092010 and 2008.2009. KPMG LLP has billed the Company the following fees for professional services rendered in respect of 20092010 and 20082009 (in millions of dollars):
 
                
 2009 2008 2010 2009
Audit Fees $8.1  $9.0  $8.91  $8.1 
Audit-Related Fees  2.1   0.8   1.36   2.1 
Tax Fees  1.3   1.1   0.33   1.3 
All Other Fees  —   —   —   — 
 
Audit fees consist of fees for the audit and review of the Company’s financial statements, statutory audits, comfort letters, consents, assistance with and review of documents filed with the SEC and Section 404 attestation procedures. Audit-related fees consist of fees for SAS 70 engagements, employee benefit plan audits, accounting advice regarding specific transactions and various attestation engagements. Tax fees principally represent fees for tax compliance services.


16

The Audit Committee annually reviews and pre-approves the services that may be provided by the independent registered public accounting firm. The committee has adopted an Audit and Non-Audit Services Pre-Approval Policy that contains a list of pre-approved services, which the committee may revise from time to time. In addition, the Audit Committee has delegated pre-approval authority, up to a fee limitation of $150,000 per service, to the chairman of the committee. The chairman of the committee reports any such pre-approval decision to the Audit Committee at its next scheduled meeting.
 
Relationship with Independent Registered Public Accounting Firms
On March 14, 2008, the Audit Committee dismissed Ernst & Young LLP as the Company’s independent registered public accounting firm, and on March 19, 2008, the Audit Committee engaged KPMG LLP as the independent registered public accounting firm to audit the Company’s financial statements for the year ended December 31, 2008.
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
(Item 5)2)
 
The Audit Committee has engaged the firm of KPMG LLP as the independent registered public accounting firm to audit the Company’s financial statements for the year ending December 31, 2010.2011. KPMG LLP has been the Company’s independent registered public accounting firm since 2008. The Company expects that representatives of KPMG LLP will be present at the annual meeting and will have the opportunity to make a statement if they desire to do so and to respond to appropriate questions asked by stockholders. The Board of Directors considers KPMG LLP to be well qualified to serve as the independent registered public accounting firm for Unisys and recommends a vote for the proposal to ratify their selection.
 
The Board of Directors recommends a vote “FOR” the proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2010.2011.


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APPROVALAMENDMENT TO RESTATED CERTIFICATE OF THE UNISYS CORPORATION 2010 LONG-TERM
INCENTIVE AND EQUITY COMPENSATION PLANINCORPORATION
(Item 6)3)
 
On February 11, 2010, theThe Company’s Board of Directors unanimously approvedhas adopted, declared advisable and adopted the Unisys Corporation 2010 Long-Term Incentive and Equity Compensation Plan (the “2010 Plan”), authorized 4,000,000 sharesis submitting for issuance under the plan, and directed that the plan be submitted to stockholders for approval. If it is approved by stockholders, the 2010 Plan will become effective when it is so approved.
The purposes of the 2010 Plan are to support the Company’s ongoing efforts to attract, retain and develop exceptional talent and to enable the Company to provide incentives directly linkedstockholder approval an amendment to the Company’s short-term and long-term objectives andRestated Certificate of Incorporation to increases in stockholder value. In addition, underincrease the 2010 Plan, the Company will have the ability to grant performance-based compensation awards that meet the requirementsnumber of Section 162(m) of the Internal Revenue Code, thereby preserving the Company’s ability to receive federal income tax deductions for the awards.
The 2010 Plan will be in addition to the Unisys Corporation 2007 Long-Term Incentive and Equity Compensation Plan (the “2007 Plan”) and the Unisys Corporation 2003 Long-Term Incentive and Equity Compensation Plan (the “2003 Plan”). The 2007 Plan and the 2003 Plan were adopted by stockholders in 2007 and 2003, respectively, and provide for the award of stock options and stock-based awards to elected officers, outside directors, and key employees of the Company. As set forth under “Equity Compensation Plan Information” on page 29, 943,144authorized shares of the Company’s common stock remained available for future issuance under the 2007 Plan and 573,873from 72,000,000 to 100,000,000. On February 28, 2011, there were 42,975,871 shares of the Company’s common stock remained available for future issuance under the 2003 Plan at December 31, 2009. As of February 12, 2010, after taking into account awards made in 2010, as well as the expiration, termination or forfeiture of existing awards, 178,051 shares were available for issuance under the 2007 Plan and 789,013 shares were available for issuance under the 2003 Plan.
Summary Description of the 2010 Plan
The following is a summary of the material features of the 2010 Plan. This summary is subject in all respects to the complete text of the 2010 Plan, which is attached as Appendix E.
Shares Available.  Four millionoutstanding. In addition, 9,804,151 shares of the Company’s common stock are authorized for issuance under the 2010 Plan. Under the plan, if an award is cashed out or is exercised, terminates or expires without a payment being made in the form of the Company’s common stock, the shares subject to that award again become available for issuance. However, shares of the Company’s common stock that are (1) tendered in payment of the exercise price of an option, (2) withheld by the Company to satisfy any tax withholding obligation with respect to an award or (3) repurchased by the Company on the open market with the proceeds of the exercise of an option, may not again be availablewere reserved for issuance in connection with awards under the plan. Also, if the spread value of a stock appreciation right is paid inCompany’s various employee benefit and compensation plans, and 12,443,442 shares of the Company’s common stock shares representing the excess, if any, of (1) the number of shares subject to the stock appreciation right over (2) the number of shares delivered in payment of the spread value may not again be availablewere reserved for issuance in connection with awards under the plan. The number of authorized shares will be proportionately substituted for or adjusted to reflect a merger, reorganization, consolidation, recapitalization, share exchange, stock dividend, stock split, reverse stock split,split-up, spin-off, issuance of rights or warrants, or other similar event. The Company anticipates that the number of authorized shares will cover awards made under the plan for at least three years.


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Eligibility.  All employees, officers and non-employee directorsconversion of the Company and its subsidiaries and affiliates are eligible to receive awards under the 2010 Plan. The Compensation Committee (the “Committee”) of the Board of Directors has the authority to select participants and to determine the amount, type and terms of each award. In 2010, awards under the 2007 Planand/or the 2003 Plan have been made to the 11 elected officers of the Company, the 11 non-employee directors and approximately 225 non-officer employees of the Company and its subsidiaries.
Types of Awards.  The Committee may award stock options (including nonqualified options and incentive stock options), stock appreciation rights (“SARs”), restricted share awards, other stock-based awards and cash incentive awards.
Stock Options.  A stock option represents the right to purchase a shareCompany’s mandatory convertible preferred stock. This leaves 6,776,536 shares of common stock at a predetermined exercise price. Stock options granted underavailable for future use.
The Company’s Restated Certificate of Incorporation also authorizes the 2010 Plan may be in the formissuance of incentive40,000,000 shares of preferred stock. On February 28, 2011, 2,587,500 shares of preferred stock options (“ISOs”) or nonqualified stock options, as determined in the discretion of the Committee.were outstanding. The terms of each stock option, includingproposed amendment does not increase the number of shares option duration, exercise price, vesting period and any other restrictions or conditions on exercise,of preferred stock that the Company is authorized to issue.
Form of the Amendment
If stockholders approve this proposal, the Company’s Restated Certificate of Incorporation will be set forth in an award agreement. In no event will a stock option be exercisable later than the tenth anniversary of the date on which it was granted. Stock options may be exercised, in whole or in part, by payment in full of the exercise price in cash. In addition, if authorized by the Committee, payment in full or in part may also be made in the form of Company common stock already owned by the participant or through a broker cashless exercise program authorized by the Company. Stock options expire on the earlier of the expiration date of the stock option (as set forth in the applicable award agreement) or the participant’s termination of employment (or, in the case of a non-employee director, termination of service on the Board). Under certain conditions, a stock option may be exercised after a participant’s termination (e.g., retirement, death, disability, or termination, other than for cause, at or after attainment of age 55 with 5 years of service), but not later than the expiration date for the option.
Stock Appreciation Rights.  A SAR represents the rightamended to receive a payment, in cash, shares of common stock, or both (as determined by the Committee), equal to the spread value (the excess of the fair market value of common stock on the date the SAR is exercised over the grant price of the SAR). “Fair market value” for purposes of the 2010 Plan means, on any date, the closing sales price on the New York Stock Exchange of a share of Unisys stock on such date. The grant price of a SAR will be set forth in the applicable award agreement. Subject to the terms of the applicable award agreement, a SAR will be exercisable, in whole or in part, by giving written notice of exercise to the Company, but in no event will a SAR be exercisable later than the tenth anniversary of the date on which it was granted.
Restricted Share Awards.  Restricted share awards are grants of shares of stock to a participant that are subject to forfeiture during a pre-established period if certain conditions (e.g., continued employment or attainment of pre-determined performance goals) are not met. The terms of a participant’s restricted share award are determined by the Committee and are set forth in an award agreement. Restricted stock may not be sold, assigned, transferred, pledged or otherwise encumbered while the shares are subject to forfeiture. A participant generally will have all the rights of a holder of common stock, including the rights to receive any dividends and to vote, during the restricted period. Any dividends with respect to restricted stock that are payable in common stock will be paid in the form of restricted stock.
Other Stock-Based Awards.  Other stock-based awards are awards, other than stock options, SARs or restricted stock, that are denominated or valued in whole or in part by


23

reference to, or otherwise based on or related to, the value of common stock. The purchase, exercise, exchange or conversion of other stock-based awards will be on such terms and conditions and by such methods as will be specified by the Committee and will be set forth in an award agreement.
Incentive Awards.  Incentive Awards are performance-based awards that are expressed in U.S. currency, but that may be payable in the form of cash, stock or a combination of both, and are payable upon the satisfaction of pre-determined performance goals over performance periods. Incentive awards may be either annual incentive awards (that measure performance over a period of one year or less) or long-term incentive awards (that measure performance over a period in excess of one year). The terms of a participant’s incentive award will be established by the Committee and will be set forth in an award agreement. The 2010 Plan specifically provides that dividends or dividend equivalents may not be granted with respect to stock options or SARs.
Awards Granted at Fair Market Value.  The exercise price of a stock option and the grant price of a SAR may not be less than 100% of the fair market value of a share of Unisys common stock on the date of grant. In addition, if the value of another stock-based award is based on spread value, the grant price for the other stock-based award may not be less than 100% of the fair market value on the date of grant. The only exception is for awards made in substitution for similar awards made to a participant under a predecessor company plan that has been assumed by the Company as a result of a reorganization, merger, consolidation or other similar transaction.
Minimum Vesting Period for Awards.  Except in the case of a new-hire award or under such other circumstances deemed appropriate by the Committee, no stock option, SAR, restricted stock or other stock-based award will be granted with a vesting period of less than one year.
Stock Option Repricing or Buyout.  Except for automatic adjustments to reflect a merger, reorganization, consolidation, recapitalization, share exchange, stock dividend, stock split, reverse stock split,split-up, spin-off, issuance of rights or warrants, or other similar event, stock options may not be repriced (whether through modification of the exercise price of options after the date of grant or through an option exchange program) without the approval of the Company’s stockholders. Similarly, without the stockholders’ approval, there cannot be a cash buyout of options if the fair market value of the Company’s stock is less than the exercise price of the options.
Award Limitations.  The total number of restricted shares and other shares of stock underlying stock options, SARs, and other stock-based awards awarded to any participant during any year may not exceed (1) 600,000 shares multiplied by (2) the number of calendar years during which the participant has been eligible to participate in the 2010 Plan, and reduced by (3) the number of shares with respect to which the participant has received awards of restricted shares, stock options, SARsand/or other stock-based awards under the 2010 Plan. An annual incentive award paid to a participant may not exceed $5,000,000. A long-term incentive award paid to a participant may not exceed $3,000,000 times the number of years in the performance cycle applicable to the award.
Performance-Based Awards.  Any award granted under the 2010 Plan may be conditioned on the attainment of one or more performance goals over a specified performance cycle. If the Committee intends that an award made to a “covered employee” (generally the chief executive officer and the three most highly compensated executive officers other than the principal financial officer) will constitute “performance-based” compensation within the meaning of Section 162(m) of the Internal Revenue Code, then the performance goals will be based on one or more of the following criteria: earnings per share; total stockholder return; operating income; net income; cash flow; free cash flow; return on equity; return on capital; revenue growth; earnings before interest,


24

taxes, depreciation and amortization (“EBITDA”); 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; operating cash flow; pre-tax profit; orders; revenue; and customer value. The Committee may determine at the beginning of any performance cycle to adjust the performance goals for that cycle to include or exclude specified components or other specified items, for example to reflect changes in accounting principles or tax rates, the effects of an acquisition or disposition or other changes, as described in the 2010 Plan. The performance goals may relate to results obtained by the individual, the Company, a subsidiary, or any business unit, division or geographic region thereof.
Change in Control.  In the event of a “change in control”, if a participant’s employment is terminated within two years following the change in control, either involuntarily by the Company without “cause” or by the participant for “good reason” (each as defined in the 2010 Plan), certain changes apply to the participant’s awards.
For any participant whose employment is terminated under these conditions within two years after a change in control, all his or her outstanding stock options and SARs will become fully vested and immediately exercisable. In addition, all restrictions applicable to his or her outstanding restricted stock and other stock-based awards that are not performance-related will lapse, and his or her outstanding incentive awards and other stock-based awards that are performance-related will become vested and will be paid out based on the targeted award opportunity of such awards for the full performance cycle. The incentive awards and other stock-based awards will generally be paid at the time the participant terminates employment; however, for certain participants, in certain circumstances, payment will be delayed for six months after his or her termination of employment.
Plan Administration.  The 2010 Plan will be administered by the Committee, which will have the power to interpret the plan and to adopt such rules and guidelines for carrying out the plan as it may deem appropriate. The Committee will have the authority to adopt such modifications, procedures and subplans as may be necessary or desirable to comply with the laws, regulations, compensation practices and tax and accounting principles of the countries in which the Company or a subsidiary may operate to assure the viability of the benefits of awards made to individuals employed in such countries and to meet the objectives of the plan. Subject to the terms of the plan, the Committee will have the authority to determine those individuals eligible to receive awards and the amount, type and terms of each award and to establish and administer any performance goals applicable to such awards. The Committee may delegate its authority and power under the plan in whole or in part to a subcommittee consisting of two or more non-employee directors (who are “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code) or, with respect to determinations and decisions regarding participants who are not elected officers or non-employee directors, to one or more officers of the Company, subject to guidelines prescribed by the Committee.
Amendment and Termination.  The Board may amend, suspend or terminate the 2010 Plan at any time, provided that no such amendment will be made without stockholder approval if such approval is required under applicable law or if such amendment would increase the total number of shares of common stock that may be distributed under the plan. Except as set forth in any award agreement, no amendment or terminationCompany is authorized to issue from 72,000,000 to 100,000,000. The par value of the plan may materially and adversely affect any outstanding award under the plan without the award recipient’s consent. No award may be granted under the 2010 Plan after April 28, 2020.common stock will remain at $.01 per


2517

New Plan Benefits.
Because benefits undershare. The amendment would amend the 2010 Plan will depend on the discretionfirst sentence of the Committee and the fair market valueArticle IV, Section 1 of the Company’s common stock at various future dates, it is not possibleRestated Certificate of Incorporation to determine the benefits that will be received if the 2010 Plan is approved by stockholders. The table below shows grants under the 2007 Planand/or the 2003 Plan for the year ended December 31, 2009 received by or allocated to the executive officers named on page 41, all elected officersread in its entirety as a group, all non-employee directors as a group and all other employees as a group.
         
  Dollar
  Number
 
  Value ($)
  of Units
 
Name and Position
 (1)  (2) 
 
J. Edward Coleman  908,882   210,000(3)
Chairman of the Board and Chief Executive Officer        
Janet B. Haugen  161,662   57,500(4)
Senior Vice President and Chief Financial Officer        
Edward C. Davies  161,662   57,500(4)
Senior Vice President; President, Federal Systems        
Dominick Cavuoto  161,662   57,500(4)
Senior Vice President; President, Worldwide Consulting & Integration Services; President, Worldwide Strategic Services        
Richard C. Marcello  161,662   57,500(4)
Senior Vice President; President, Technology Consulting and Integration Solutions        
Executive Group  1,999,313   615,000(5)
Non-Executive Director Group  403,890   63,108(6)
Non-Executive Officer Employee Group  1,843,176   634,215(4)
follows:
 
Section 1. The total number of shares of all classes of stock which the Corporation shall have authority to issue is 140,000,000 shares, divided into two classes consisting of 100,000,000 shares of Common Stock, par value $.01 per share (“Common Stock”), and 40,000,000 shares of Preferred Stock, par value $1 per share (“Preferred Stock”).
(1)Amount shown is grant date fair value.
(2)Number of units reflects the Reverse Stock Split.
(3)Consists of 90,000 performance-based restricted stock units (RSUs) and 120,000 stock options. For more information, see the discussion on page 42.
(4)Consists of stock options. For more information, see the discussion on page 42.
(5)Consists of 90,000 performance-based RSUs and 525,500 stock options.
(6)Consists of time-based RSUs.
The remaining text of Article IV, Section 1 of the Company’s Restated Certificate of Incorporation will remain unchanged.
 
U.S. Federal Income Tax Consequences.Purpose of the Amendment
 
The followingBoard is a brief descriptionrecommending this increase in authorized shares of the principal U.S. federal income tax consequences, based on current law, of awards under the 2010 Plan.
Tax Consequencescommon stock primarily to Participants.  Generally, when a participant receives an award under the 2010 Plan, the participant’s receipt of cash or Company stock in settlement of the award is conditioned on the participant’s performing future services forgive the Companyand/or appropriate flexibility to issue shares for future corporate needs. The shares may be issued by the attainment of performance goals. The award, therefore, is not taxable at grant. Instead, when and if a participant later receives cashBoard in settlement of the award, he or she will have income, taxable at ordinary income rates, equal to the amount of cash received. Similarly, when and if a participant receives Company stock in settlement of an award, he or she will,its discretion, subject to special rules described below, have income, taxable at ordinary income rates, equal to the excess of the fair market value of the stock on that date over the amount, if any the participant paid for the stock.


26

Thus, participants generally will be taxable on any cash or the fair market value of any stock received in settlement of an incentive award or other stock-based award or upon exercise of a SAR. Similarly, participants will have taxable income on exercise of a nonqualified stock option equal to the difference between the fair market value of the stock subject to the option and the exercise price of the option.
Special rules applyfurther stockholder action required in the case of an ISO. Participants generally recognize no taxable income on exercise of an ISO. Instead, they have gain, taxable at capital gains rates, uponany particular issuance by applicable law, regulatory agency, or under the dispositionrules of the New York Stock Exchange. Although there is no present agreement to issue any shares, the newly authorized shares of common stock acquired on exercisewould be issuable for any proper corporate purpose, including future acquisitions, investment opportunities, capital raising transactions of the ISO in an amount equalequity or convertible debt securities, stock splits, stock dividends, issuance under current or future equity compensation plans, employee stock plans and savings plans or for other corporate purposes. There are no immediate plans, arrangements, commitments or understandings with respect to the excessissuance of the amount realized on disposition of the stock over the exercise price of the ISO. (In some cases, participants may become subject to tax as the result of the exercise of an ISO, because the excess of the fair market value of the stock at exercise over the exercise price is an adjustment item for alternative minimum tax purposes.) The special tax treatment afforded to ISOs is only available, however, if the participant does not dispose of the stock acquired upon exercise of the ISO before the first anniversary of the date on which he or she exercised the ISO or, if later, the second anniversary of the date on which the ISO was granted. If the participant disposes of stock before the expiration of this holding period, a “disqualifying disposition” occurs and the participant will recognize income, taxable at ordinary income rates, in the year of the disqualifying disposition. The amount of this income will generally be equal to the excess, if any of the lesseradditional shares of (i)common stock that would be authorized by the fairproposed amendment. However, the Board believes that these additional shares will provide the Company with needed ability to issue shares in the future to take advantage of market valueconditions or favorable opportunities without the potential expense or delay incident to obtaining stockholder approval for a particular issuance.
Rights of Additional Authorized Shares
The additional authorized shares of common stock, if and when issued, would be part of the existing class of common stock and would have the same rights and privileges as the shares of common stock currently outstanding. The Company’s stockholders do not have preemptive rights with respect to its common stock. Accordingly, should the Board of Directors elect to issue additional shares of common stock, existing stockholders would not have any preferential rights to purchase the shares.
Potential Adverse Effects of the Amendment
Future issuances of common stock or securities convertible into common stock could have a dilutive effect on the dateearnings per share, book value per share, voting power and percentage interest of exercise and (ii)holdings of current stockholders. In addition, the amount realized upon dispositionavailability of additional shares of common stock for issuance could, under certain circumstances, discourage or make more difficult efforts to obtain control of the stock over the exercise price paid for the stock. If the amount realized upon a disqualifying dispositionCompany. The Board is greater than the fair market valuenot aware of any attempt, or contemplated attempt, to acquire control of the stock onCompany. This proposal is not being presented with the date of exercise,intent that it be used to prevent or discourage any acquisition attempt, but nothing would prevent the difference will be taxable to the employee as capital gain.
Special rules also apply to awards of restricted shares. A participant generally willBoard from taking any appropriate actions not recognize taxable ordinary income when he or she receives restricted shares. Instead, the participant will have taxable income in the first year in which the shares cease to be subject to a substantial risk of forfeiture, generally when all applicable restrictions lapse. The participant will then have taxable income equal to the fair market value of the stock at that time over the amount, if any, the participant paid for the stock. The participant may, however, make an election to include in income, when the restricted stock is first transferred to him or her, an amount equal to the excess of the fair market value of the stock at that time over the amount, if any, paid for the stock. The result of this election is that appreciation in the value of the stock after the date of transfer is then taxable as capital gain, rather than as ordinary income.
Awards granted under the plan that are considered to be deferred compensation must satisfy the requirements of Section 409A of the Internal Revenue Code to avoid adverse tax consequences to participants. These requirements include limitations on timing of payments or acceleration of payments. The Company intends to structure any awards under the 2010 Plan to meet the applicable tax law requirements.
Tax Consequences to the Company.  Generally, any time a participant recognizes taxable income, as opposed to capital gain, as the result of the settlement of any award under the 2010 Plan, the Company will be entitled to a deduction equal to the amount of income recognized by the participant.
Other Tax Considerations.  Internal Revenue Code Section 162(m) places a $1,000,000 annual limit on the compensation deductible by the Company paid to covered employees (as described above). The limit, however, does not apply to “qualified performance-based compensation.” The Company believes that awards of stock options, SARs and other awards payable upon the attainment of performance goals under the 2010 Plan will qualify as qualifiedinconsistent with its fiduciary duties.


2718

performance-based compensation. Also, awards that are granted, accelerated, or enhanced
Effectiveness of the Amendment and Vote Required
If the proposed amendment is adopted, it will become effective upon the occurrencefiling of a change in control may give rise, in whole or in part,certificate of amendment to “excess parachute payments” within the meaningCompany’s Restated Certificate of Internal Revenue Code Section 280G and, to such extent, will be non-deductible byIncorporation with the Company and subject to a 20% excise tax on the participant.
Secretary of State and local tax consequences may in some cases differ from the federal tax consequences. In addition, awards under the 2010 Plan may be made to participants who are subject to tax in jurisdictions other than the United States and may result in consequences different from those described above.
The foregoing summary of the income tax consequences in respectState of Delaware. The adoption of this amendment requires the approval of a majority of the 2010 Plan is for general information only. Interested parties should consult their own advisors asoutstanding shares of common stock entitled to specific tax consequences, including the application and effect of foreign, state, and local tax laws.vote.
 
The Board of Directors recommends a vote “FOR” approvalthe proposal to amend the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock.
ADVISORY VOTE ON EXECUTIVE COMPENSATION
(Item 4)
In accordance with recently adopted Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which was added under the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company is asking stockholders to approve an advisory resolution on compensation of its named executive officers, as described below in this proxy statement in “Compensation Discussion and Analysis”, “Summary Compensation Table” and the related compensation tables and narrative.
As described in detail in “Compensation Discussion and Analysis” beginning on page 23, 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. The Company emphasizes compensation opportunities that appropriately reward executives for delivering financial results that meet or exceed pre-established goals, and executive compensation varies depending upon the achievement of those goals. Through stock ownership requirements and equity incentives, the Company also aligns the interests of its executive officers with those of stockholders and the long-term interests of the Company. The Company believes that the policies and procedures articulated in “Compensation Discussion and Analysis” are effective in achieving the Company’s goals and that the executive compensation reported in this proxy statement was appropriate and aligned with 2010 results. Please read the “Compensation Discussion and Analysis”, as well as the compensation tables and narrative that follow it, for additional details about the Company’s executive compensation programs and compensation of the named executive officers in 2010.
For the reasons set forth above, the Company is asking stockholders to approve the following advisory resolution at the annual meeting:
RESOLVED, that the stockholders of Unisys Corporation 2010 Long-Term Incentiveapprove, on an advisory basis, the compensation of the Company’s named executive officers set forth in the Compensation Discussion and EquityAnalysis, the Summary Compensation Plan.Table and the related compensation tables and narrative in the Proxy Statement for the Company’s 2011 Annual Meeting of Stockholders.
This advisory resolution, commonly referred to as a“say-on-pay” resolution, is non-binding on the Company’s Board of Directors. However, the Board and the Compensation Committee will review and consider the vote when making future executive compensation decisions.


2819

The Board of Directors recommends a vote “FOR” the advisory resolution approving the compensation of the Company’s named executive officers as described in this proxy statement.
ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATION
(Item 5)
In accordance with Section 14A of the Exchange Act, the Company is asking stockholders to vote on whether they would prefer future advisory votes on executive compensation to occur every year, every two years or every three years. After careful consideration of the frequency alternatives, the Board of Directors believes that conducting an advisory vote on executive compensation every year is appropriate for the Company and its stockholders at this time.
You may cast your vote on your preferred voting frequency by choosing one of the following options — one year, two years, three years or abstain — on the proxy card when you vote in response to the resolution set forth below:
RESOLVED, that the option of once every one year, two years, or three years that receives the highest number of votes cast on this resolution will be determined to be the preferred frequency with which the Company is to hold a stockholder vote to approve, on an advisory basis, the compensation of the Company’s named executive officers set forth in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables and narrative in the Company’s proxy statement.
Stockholders are not voting to approve or disapprove the Board’s recommendation.
The Board and the Compensation Committee will review and consider the vote when making future determinations as to the frequency of the advisory“say-on-pay” vote. However, because this advisory vote on frequency is non-binding, the Company may decide that it is in its and its stockholders’ best interests to hold an advisory vote on executive compensation more or less frequently than the option selected by stockholders.
The Board of Directors recommends that you vote for the option of ONE YEAR as to the frequency of the advisory vote on the compensation of the Company’s named executive officers.


20

 
EQUITY COMPENSATION PLAN INFORMATION
 
The following table sets forth information as of December 31, 20092010 with respect to compensation plans under which Unisys common stock is authorized for issuance.
 
                    
     Number of securities
     Number of securities
 Number of securities
   remaining available for
 Number of securities
   remaining available for
 to be issued
 Weighted-average
 future issuance under
 to be issued
 Weighted-average
 future issuance under
 upon exercise of
 exercise price of
 equity compensation plans
 upon exercise of
 exercise price of
 equity compensation plans
 outstanding options,
 outstanding options,
 (excluding securities
 outstanding options,
 outstanding options,
 (excluding securities
 warrants and rights
 warrants and rights
 reflected in column (a))
 warrants and rights
 warrants and rights
 reflected in column (a))
Plan category
 (a) (b) (c) (a) (b) (c)
Equity compensation
plans approved by		  3.524 million(1) $109.59  1.517 million(3)  2.722 million(1) $82.59  5.619 million(3)
security holders  0.589 million(2) $0     0.401 million(2) $0   
Equity compensation
plans not approved		  0.457 million(5) $106.99  0  0.403 million(5) $107.34  0
by security holders(4)
  0.013 million(6) $0     0.008 million(6) $0   
Total  4.583 million  $109.29  1.517 million  3.534 million  $85.78  5.619 million
 
(1)Represents stock options.
 
(2)Represents restricted share units and director stock units. Assumes that performance-based restricted stock units will vest at target.
 
(3)573,8731,196,652 shares are issuable under the Unisys Corporation 2003 Long-Term Incentive and Equity Compensation Plan and 943,144(the “2003 Plan”) , 422,124 shares are issuable under the Unisys Corporation 2007 Plan.Long-Term Incentive and Equity Compensation Plan (the “2007 Plan”) and 4,000,000 shares are issuable under the Unisys Corporation 2010 Long-Term Incentive and Equity Compensation Plan (the “2010 Plan”). Assumes that outstanding performance-based restricted stock units will vest at target.
 
(4)Comprises the Unisys Corporation Director Stock Unit Plan (the “Stock Unit Plan”) and the 2002 Stock Option Plan (the “2002 Plan”). Under the Stock Unit Plan, directors received a portion of their annual retainers and attendance fees in common stock equivalent units. The Stock Unit Plan was terminated in 2004, and stock units are now granted to directors under eitherone of the 2003 Plan, or the 2007 Plan bothor the 2010 Plan, all of which were approved by stockholders. Under the 2002 Plan, stock options could be granted to key employees other than elected officers to purchase the Company’s common stock at no less than 100% of fair market value at the date of grant. Options generally had a maximum duration of ten years and were exercisable in four equal annual installments beginning one year after the date of grant. The 2002 Plan was replaced by the 2003 Plan in 2003. No further awards will be made under either the Stock Unit Plan or the 2002 Plan, and no shares (other than shares subject to outstanding options and other awards previously made) are available for future issuance under either plan.
 
(5)Represents options granted under the 2002 Plan.
 
(6)Represents stock units granted under the Stock Unit Plan.


2921

 
SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
Shown below is information with respect to persons or groups that beneficially own more than 5% of Unisys common stock. This information is derived from Schedules 13D and 13G filed by such persons or groups.
 
         
Name and Address of
 Number of Shares
  Percent
 
Beneficial Owner
 of Common Stock  of Class 
 
BlackRock, Inc.  2,306,8252,439,342(1)  5.465.72 
40 East 52nd Street
        
New York, NY 10022        
FMR LLC4,511,273(2)10.578
Edward C. Johnson 3d
Fidelity Management & Research Company
Fidelity Small Cap Stock Fund 
82 Devonshire Street
Boston, MA 02109
Joseph L. Harrosh  3,908,7892,826,112(1)  9.24516.6302 
P.O. Box 6009        
Fremont, CA 94538
Optimum Investment Advisors2,849,061(1)6.7
100 S. Wacker Drive
Suite 2100
Chicago, IL 60606
Putnam, LLC d/b/a Putnam Investments4,657,367(3)10.2
On behalf of itself and:
Putnam Investment Management, LLC
The Putnam Advisory Company, LLC
One Post Office Square
Boston, MA 02109		        
 
(1)Sole dispositive and sole voting power have been reported for all shares.
(2)Sole dispositive power has been reported for all shares. Sole voting power has been reported for 336,690 shares
(3)Shared dispositive power has been reported for all shares. Shared voting power has been reported for 62,482 shares.


3022

Shown below are the number of shares of Unisys common stock (or stock units) beneficially owned as of February 26,28, 2010 by all directors, and nominees, each of the executive officers named on page 41,37, and all directors and current officers of Unisys as a group.
 
             
    Additional Shares of
  
  Number of Shares
 Common Stock Deemed
  
Beneficial Owner
 of Common Stock (1)(2)(3) Beneficially Owned(1)(4) Percent of Class(2)Class
 
J.P. Bolduc          **
Dominick Cavuoto          **
J. Edward Coleman          **
Edward C. Davies          **
James J. Duderstadt          **
Henry C. Duques          **
Matthew J. Espe          **
Denise K. Fletcher          **
Janet B. Haugen          *
Clayton M. Jones*
Leslie F. Kenne          *
Clay B. Lifflander
Richard C. Marcello*
Theodore E. Martin*
Charles B. McQuade          *
Nancy S. Sundheim 
Paul E. Weaver          **
All directors and current officers as a group            
 
* Less than 1%
 
(1)Includes shares reported by directors and officers as held directly or in the names of spouses, children or trusts as to which beneficial ownership may have been disclaimed.
 
(2)According to a Form 4 filed with the SEC on [date],           of the shares shown for Mr. Lifflander are owned directly by Mr. Lifflander and           are owned directly by MMI Investments, L.P., the general partner of which, MCM Capital Management, LLC (“MCM”), owns, indirectly as such general partner, its proportionate interest of these shares. Mr. Lifflander is a Voting Member and President of MCM. Mr. Lifflander and MCM have disclaimed beneficial ownership of such shares except to the extent of their respective pecuniary interests therein. Mr. Lifflander has informed the Company that the shares owned by MMI Investments, L.P. are held in marginable accounts. The           shares owned directly by Mr. Lifflander represent less than 1% of the class. If the shares with respect to which Mr. Lifflander has disclaimed beneficial ownership were excluded, the amounts shown in the table for all directors and current officers as a group would be as follows: Number of Shares of Common Stock —          ; Additional Shares of Common Stock Deemed Beneficially Owned —           Percent of Class — less than 1%.
(3)Includes:
 
(a)Shares held under the Unisys Savings Plan, a qualified plan under Sections 401(a) and 401(k) of the Internal Revenue Code, as follows: Mr. Cavuoto,          ; Mr. Davies,          ; Ms. Haugen,          ; [          ];Ms. Sundheim,          ; current officers as a group,          . With respect to such shares, plan participants have authority to direct voting.
 
(b)Stock units, as described on page ,11, for directors as follows: Mr. Bolduc,          ; Dr. Duderstadt,          ; Mr. Duques,          ; Mr. Espe,          ; Ms. Fletcher,          ; Mr. Jones,          ; Mr. Martin,           and Mr. McQuade,          . They may not be voted.
 
(4)Shares shown are shares subject to options exercisable within 60 days following March 1, 2010.2011.


31

 
EXECUTIVE COMPENSATION
 
Compensation Discussion and Analysis
 
The following provides information regarding the compensation and benefit programs in place during 2010 for the executive officers named in “Summary Compensation Table” on page 37. These officers (collectively, the “Named Officers”) are J. Edward Coleman, Chairman of the Board and Chief Executive Officer; Janet B. Haugen, Senior Vice President and Chief Financial Officer; Dominick Cavuoto, Senior Vice President and President, Technology, Consulting and Integration Solutions; Edward C. Davies, Senior Vice President and President, Federal Systems; and Nancy S. Sundheim, Senior Vice President, General Counsel and Secretary.


23

Executive Summary
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 program seeks to achieve these goals primarily through a combination of the following types of compensation: (a) base salary, (b) short-term, performance-based cash incentives and (c) long-term incentives in the form of equity-based awards (stock options and performance-based restricted stock units (“RSUs”) in 2010). A significant portion of executive officer compensation is performance-based: short-term cash incentives and the amount of performance-based RSUs that can be earned are dependent on the achievement of corporate financial goals, and the value of all equity-based awards is directly linked to the value of the Company’s stock on and after the date the awards vest. While the actual amount of total compensation earned will vary based on performance, the Company’s goal is for total target compensation, as well as each element of total target compensation, to be at or around the median for executives with similar positions at companies in the peer group against which the Company compares its executive compensation.
In the last two years, the Company has been in the midst of an aggressive turnaround program, announced at the beginning of 2009, to enhance its financial results and strengthen its balance sheet. The Company has focused on reducing costs, simplifying its business structure and refocusing its global resources. Reflecting this program, in 2010 the Company:
• grew operating profit by 14% on lower revenue;
• ended the year with a cash balance of $828 million, which exceeded year-end debt of $824 million;
• achieved a services operating margin within its targeted range of 8-10% in both the third and fourth quarters;
• maintained flat revenue in its Technology segment compared to declines in prior years;
• grew IT outsourcing revenue outside the U.S. federal business by 6%; and
• divested a number of non-core businesses.
Also reflecting the turnaround program, results for 2009 included:
• net income of $189 million, compared to a loss in 2008;
• an improved operating profit margin to 7.5%; and
• $397 million of cash flow from operations, up 56% from 2008.
Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report onForm 10-K for a more detailed description of the Company’s financial results.


24

The graph below compares the yearly percentage change in the cumulative total stockholder return for the Company with that of companies on the Standard & Poor’s 500 Stock Index and the Standard & Poor’s 500 IT Services Index during the two years ended December 31, 2010. The graph assumes $100 was invested on December 31, 2008 and assumes reinvestment of any dividends.
(PERFORMANCE GRAPH)
             
  2008 2009 2010
 
Unisys Corporation
  100   454   305 
S & P 500
  100   126   145 
S & P 500 IT Services
  100   143   157 
The goals of the turnaround program were key factors in designing the 2010 compensation program. Key compensation decisions for 2010 included:
• Base salaries — Base salaries remained at 2009 levels, which were generally the same as in 2008. The Named Officers did not receive salary increases in 2010 given general economic conditions and the Company’s cost reduction program. The base salaries for the Named Officers were generally at the median for persons holding comparable positions at the companies against which the Company benchmarks.
• Short-term cash incentive awards — These awards were based upon the performance of the Company and, for executives with responsibility for a business unit, also on the performance of that business unit. Free cash flow, pre-tax profit and revenue targets were set as the three metrics for corporate performance. Pre-tax profit and either revenue or orders targets were set as the two metrics for business unit performance. The amount of short-term incentive compensation earned by each Named Officer was entirely dependent upon the degree to which the Company and, if applicable, the relevant


25

business unit achieved the targets. The short-term incentive targets for the Named Officers were generally in line with the targets set for comparable positions at the Company’s benchmark companies.
• Long-term incentive awards — Grants in 2010 were a mix of stock options and performance-based RSUs. The RSUs were designed so that they would be earned only to the extent that the Company achieved the free cash flowand/or pre-tax profit targets set for 2010. Both the RSUs, to the extent earned, and the stock options vest one-third annually over a three-year period. Long-term incentive awards to the Named Officers were below the median awards granted by the companies against which the Company benchmarks.
Because long-term incentive awards were below the median for the benchmark companies, total target compensation for 2010 was below competitive levels.
The Company continually evaluates its compensation policies to ensure that they are meeting its objectives and are consistent with good governance practices. In 2010, the Company took a number of actions, including the following:
• Increased its stock ownership guidelines;
• Paid no taxgross-ups on perquisites;
• Approved changes to change in control employment agreements to be entered into with future newly elected officers to (a) shorten the benefits continuation period from three years to two years, (b) reduce benefits from a multiple of three to a multiple of two times salary and bonus, (c) eliminate excise taxgross-ups and (d) eliminate the provision allowing the executive to receive benefits if he or she voluntarily terminates employment during the 13th month following a change in control; and
• Implemented a compensation risk assessment process to ensure that its programs and policies do not create risks that are reasonably likely to have a material adverse effect on the Company.
The Company believes that its executive compensation program is reasonable, competitive and strongly focused on pay for performance principles. The Company emphasizes compensation opportunities that appropriately reward executives for delivering financial results that meet or exceed pre-established goals, and the compensation of the Named Officers varies depending upon the achievement of these goals. Through stock ownership requirements and equity incentives, the Company also aligns the interests of its executive officers with those of stockholders and the long-term interests of the Company.
Compensation Philosophy
 
The Company’s executive compensation program is based upon the following objectives:
 
 • attract, retain and motivate executives responsible for the Company’s long-term success;
 
 • reward executives for achieving both financial and strategic Company goals;
 
 • align executive and stockholder interests through long-term, equity-based plans; and
 
 • provide a compensation package that recognizes individual contributions as well as overall business results.
 
Given these objectives, the Company’s executive compensation program is designed to provide a mix of fixed compensation and at-risk compensation that is heavily weighted towards variable


26

compensation tied to the achievement of specific business objectives and corporate financial goals (both short-term and long-term), as well as to the attainment of the executive’s individual performance objectives. To that end, the principal components of executive officer compensation are:
 
 • base salary;
 
 • short-term cash incentives tied to annual and quarterly corporate and individual performance; and
 
 • long-term incentives in the form of restricted stock units,RSUs, stock optionsand/or other stock-based awards.
In addition, executive officers receive other benefits that the Company believes are reasonable and consistent with its overall compensation program. These include supplemental retirement programs and executive perquisites.
 
Each of the three principal elements of the Company’s executive compensation program is essential to meeting the program’s overall objectives, and most of the compensation components simultaneously fulfill one or more of these objectives. Base salaries, which are the only fixed component of compensation, are used primarily to attract and retain executives responsible for the Company’s long-term success. Annual cash incentive compensation is “at-risk” compensation designed both to reward executives for the achievement of short-term corporate, business unit and individual goals and to attract and retain executives. Long-term incentive compensation is intended to align executive and stockholder interests, to motivate and reward executives for long-term business success and to attract and retain executives responsible for this long-term success.
 
The Company has not adopted a formula to allocate total compensation among its various components. As a general matter, the Company’s goal is for total target compensation, as well as each element of total target compensation, is intended to be consistent with the median for the companies against which Unisysthe Company benchmarks the compensation it pays to its executive officers. However, the Company incorporates flexibility into its compensation programs and into the assessment process to respond to and adjust for the changing business environment, and to emphasize, as needed, one or more of its compensation objectives.objectives and to take into consideration individual performance, as well as the relative complexity and strategic importance of any particular position held.


32

Benchmarking
 
The Company’s executive compensation program takes into account the compensation practices of companies with which Unisysthe Company competes or could compete for executive talent. In its review of the Company’s executive compensation program in 2009,2010, the Compensation Committee compared the Company’s overall compensation practices (types of compensation paid, mix of variable and fixed compensation, mix of cash and equity-based compensation and the like) and compensation levels (officers’ total annual compensation, as well as each component of their total compensation) with two groups of benchmark companies. The Compensation Committee looked primarily at the following group of companies, which was developed by its compensation consultant based on industry, revenue, number of employees and market capitalization, as the first benchmark:
 
     
Accenture
ACS
BearingPoint
Computer Associates
Cognizant Tech Solutions		 CSC
EMC
Juniper Networks
NCR
NetApp, Inc.		 NetApp, Inc.
Perot Systems
SAIC, Inc.
Sun Microsystems
Symantec


27

The committee also reviewed compensation levels at the following High Technology companies in the Towers PerrinWatson TriComp survey that have revenue levels similar to the Company’s as the second benchmark:
 
     
AdvancedAdvanta Micro Devices
Agilent Technologies
Applied Materials
Business Objects
Computer Associates
CorningEMC
CSCKLA-Tencor		 EMC
KLA-Tencor
Lenovo
Lexmark International
Micron Technology
NCR
Nortel NetworksQualcomm
Research in Motion		 Qualcomm
Seagate Technology
Texas InstrumentsSun Microsystems
Tyco Electronics
Western Digital
Yahoo
As a general proposition, total target compensation, as well as each element of total target compensation, for the Company’s executive officers is intended to be consistent with the median for persons holding comparable positions at the benchmark companies. However, because the Compensation Committee also takes into consideration both individual and corporate performance, as well as a subjective assessment of the relative complexity and strategic importance of any particular position held, any given executive can be compensated at, above or below the median benchmark levels. For 2009, base salaries and annual incentive targets were generally in line with the benchmark companies. For the reasons set forth below, long-term incentive targets were below the benchmark levels, and, as a result, total target compensation was below competitive levels.
 
Role of Compensation Consultants and Management
 
To assist in carrying out its responsibilities, the Compensation Committee regularly consults with the committee’s outside compensation consultant. Under its charter, the Compensation Committee has sole authority to retain and terminate outside compensation consultants, including sole authority to approve the consultant’s fees and other retention terms. In 2009, Watson Wyatt2010, Pearl Meyer & Partners was the committee’s outside compensation consultant. In this role, Watson WyattPearl Meyer & Partners performed such duties as were requested by the committee. Those duties consisted primarily of providing market data and advice to the committee that were used to determine executive and director compensation, particularly analyses of the Company’s executive and director compensation in comparison to the benchmark companies. Watson Wyattcompanies, and stock ownership guidelines. Pearl Meyer & Partners spoke with the chairman of the


33

Compensation Committee, as well as with management, in preparing for committee meetings, regularly attended committee meetings and frequently met in executive session with the Compensation Committee without the presence of management. As is discussed more fully on page 13, effective January 1, 2010, the committee engaged Pearl Meyer & Partners to act as its outside compensation consultant.
 
The Compensation Committee also receives reports and recommendations from management. In particular, the committee solicits input from J. Edward Coleman, the Company’s Chairman and Chief Executive Officer, regarding the compensation of those executives reporting directly to him. In connection with these recommendations, Mr. Coleman consults with the Company’s head of human resources and senior executive compensation staff and meets periodically with the Compensation Committee’s outside compensation consultant to review the benchmark data. In addition, Mr. Coleman provides recommendations, based on the Company’s operating and strategic plans, to the Compensation Committee related to the corporate performance measures used in the Company’s annual and long-term incentive plans, as well as the recommended threshold, target and maximum performance levels. In connection with these recommendations, Mr. Coleman consults with the Company’s chief financial officer. Although Mr. Coleman regularly attends Compensation Committee meetings, his compensation package is considered by the committee in an executive session without him present, using data, analysis and advice provided by the outside compensation consultant, and then reviewed and approved by the independent members of the Board of Directors. The Compensation Committee also meets from time to time in executive session with the outside compensation consultant, but without the presence of Mr. Coleman or any other members of management, to consider, among other things, the compensation recommendations proposed by Mr. Coleman.
 
Chairman and Chief Executive Officer
 
Effective October 7, 2008, the Board of Directors elected Mr. Coleman as the Company’s Chairman of the Board and Chief Executive Officer. In connection with his election, the Company and Mr. Coleman entered into an employment agreement dated October 6, 2008 (and amended on


28

December 22, 2008 to comply with Section 409A of the Internal Revenue Code)Code of 1986, as amended (the “Internal Revenue Code”)) covering the terms and conditions of Mr. Coleman’s employment. The agreement provides for a minimum base salary of $972,000 per year, subject to periodic review by the Board of Directors after receiving a recommendation from the Compensation Committee. He is eligible to receive an annual bonus award at a target bonus level of not less than 125% of base salary. Except with respect to the first six months of his employment, theThe actual bonus payable, if any, will be determined by the Board in its sole discretion after receiving a recommendation from the Compensation Committee and will be based on Mr. Coleman’s attainment of performance criteria to be determined annually by the Board and the Compensation Committee. For the first six months of his employment, the agreement guaranteed Mr. Coleman a bonus of $607,500. Pursuant to the agreement, Mr. Coleman received, on February 12, 2009, the grant of performance-based restricted stock units (“RSUs”) that is described in “Grants of Plan-Based Awards” on page 42. Mr. Coleman is eligible to participate in the benefit programs generally made available to executive officers and is eligible to receive stock option and other long-term incentive awards under the company’s long-term incentive plans. For so long as Mr. Coleman’s primary residence is not in the Philadelphia metropolitan area, he will be provided with the use of a company-paid apartment in the Philadelphia metropolitan area for business purposes, the annual expense of which will be approved annually by the Compensation Committee. Beginning in 2010, the Company will no longer provideprovides Mr. Coleman a tax reimbursement with respect to this apartment.


34

Principal Components of Executive Officer Compensation
 
As set forth above, the principal elements of the Company’s executive compensation program consist of base salary, short-term variable cash incentives and long-term incentive compensation.
 
Base Salary
 
Base salaries for elected officers are initially determined by evaluating the responsibilities of the position held and the experience of the individual and comparing such salaries to the benchmark compensation data. Thereafter, increases in salary can be based on the Compensation Committee’s evaluation of any number of factors, including the individual’s level of responsibility, individual performance, pay levels of both the executive in question and other similarly situated executives and the benchmark compensation data. In February 2009,2010, when it conducted its review of executive compensation, the Compensation Committee determined that except as set forth below, no elected officers would receive salary increases in 20092010 given economic conditions and the Company’s cost reduction program. In its review, the committee also considered the relationship of executive compensation at the Company to the benchmark compensation data and determined that salaries that had been in effect for 20082009 for the Named Officers listed in the Summary Compensation Table on page 41 remained generally consistent with the median for the benchmark companies. Dominick Cavuoto, who is one of the Named Officers, was elected an officer of the Company in February 2009 and received a salary increase at that time in connection with his election.
 
Variable Short-Term Incentive Compensation
 
During 2009,2010, all of the Company’s elected officers were eligible to receive annual and quarterly cash incentive compensation through the Company’s Executive Variable Compensation Plan (the “EVC Plan”). Compensation under the EVC Plan is “at-risk” compensation intended to motivate and reward executives for the attainment of corporateand/or individual performance goals for the year. Under the plan, the Compensation Committee has the discretion to determine the conditions (including performance objectives) applicable to annual award payments and the amounts of such awards. The amount of incentive compensation awards payable under the plan depends upon (1)(a) a participant’s target annual incentive, (2)(b) the amount of funding the Company makes available for the plan and (3)(c) individual performance. Individual targets for elected officers are approved by the committee and are intended to be competitive in the market forin which the Company competes for talent. They are therefore set at or around the median for comparable positions at the benchmark companies. For 20092010 target award amounts, which are typically stated as a percentage of base


29

salary, were as follows for the following Named Officers: J. Edward Coleman — 125%; Janet B. Haugen — 90%; Dominick Cavuoto — 95%; Edward C. Davies — 95%; Richard C. MarcelloNancy S. Sundheim — 95%75%.
 
The extent to which the Company makes funding available for the EVC Plan depends upon the degree to which the Company and, if applicable, the individual’s business unit, achieves performance targets approved by the Compensation Committee at the beginning of each year. For 2009,2010, awards to executives at the corporate level (Mr. Coleman, Ms. Haugen and Ms. Haugen)Sundheim) were funded based on the performance of the Company as a whole against the performance targets; awards to executives with responsibility for a business unit (Mr. Cavuoto Mr. Davies and Mr. Marcello)Davies) were funded 50% based on the performance of the Company as a whole and 50% based on the performance of the relevant business unit. In each instance, EVC Plan funding was based 40% on quarterly performance and 60% on full-year performance. EVC Plan awards with respect to


35

quarterly results were funded and paid after the end of each quarter. Participants received their proportionate share of the amounts funded with respect to quarterly awards.
 
Performance targets set for the Company as a whole for 20092010 were based on free cash flow, pre-tax profit and revenue. Free cash flow and pre-tax profit. Each targetprofit were each weighted 40% and revenue was weighted 50%20%. The committee also set threshold and, in the case of annual performance, maximum performance levels for each criterion, which would result in funding at 50% and 150% of target, respectively, if achieved. No funding would be provided by the Company in respect of a criterion if performance was below the threshold level, except that the plan had a“catch-up” feature for quarterly periods that allowed participants to receive payments for quarters in which targets were not fully met if there was overachievement in later quarters.quarters and achievement at target for the year to date period. The performance targets were intended to be reasonably achievable with strong management performance, given the Company’s strategic objectives and the economic conditions at the time the targets were set.
 
The tables below summarize the performance measures, targets, actual results and the percentage of target awards funded based on these results with respect to 20092010 EVC Plan awards based solely on Company-wide performance.
 
Full-year 20092010
 
                                        
 Threshold
 Target
 Maximum
 Actual
 Percentage
  Threshold
 Target
 Maximum
 Actual
 Percentage
Metric
 ($ Millions) ($ Millions) ($ Millions) ($ Millions) Funded  ($ Millions) ($ Millions) ($ Millions) ($ Millions) Funded
Free Cash Flow  65   80   125   196   150%  57   72   108   234   150%
Pre-Tax Profit  135   170   200   335   150%  228   253   304   311   150%
Revenue  4,070   4,285   5,141   4,072   50.5%
 
Quarterly 20092010
 
First Quarter:
 
                        
 Threshold
 Target
 Actual
  Threshold
 Target
 Actual
Metric
 ($ Millions) ($ Millions) ($ Millions)  ($ Millions) ($ Millions) ($ Millions)
Free Cash Flow  (123)  (65)  (69)  0   10   3 
Pre-Tax Profit  0   10   (3)  30   40   32 
Revenue  1,025   1,075   996 


30

Second Quarter:
 
                        
 Threshold
 Target
 Actual
  Threshold
 Target
 Actual
Metric
 ($ Millions) ($ Millions) ($ Millions)  ($ Millions) ($ Millions) ($ Millions)
Free Cash Flow  (21.3)  28.6   (5.1)  0   20   4 
Pre-Tax Profit  33.2   36.2   72.6   55   64   102 
Revenue  1,032   1,076   1,056 
 
Third Quarter:
 
                        
 Threshold
 Target
 Actual
  Threshold
 Target
 Actual
Metric
 ($ Millions) ($ Millions) ($ Millions)  ($ Millions) ($ Millions) ($ Millions)
Free Cash Flow  55   71.2   58.9   60   75   81 
Pre-Tax Profit  32.2   32.2   123.7   65   75   70 
Revenue  1,030   1,073   973 
 
Fourth Quarter:
 
                        
 Threshold
 Target
 Actual
  Threshold
 Target
 Actual
Metric
 ($ Millions) ($ Millions) ($ Millions)  ($ Millions) ($ Millions) ($ Millions)
Free Cash Flow  48   48   162.9   30   50   145 
Pre-Tax Profit  100   106.4   138.7   95   105   127 
Revenue  1,100   1,150   1,045 
 
Aggregate percentage of targets funded with respect to bothall three targets for all four quarters (inclusive of quarterlycatch-ups) was 100%83.9%.
 
The above performance metrics include non-GAAP financial measures. The Company defines free cash flow as cash from operations less capital expenditures.expenditures before the impact of the Company’s U.S. accounts receivable securitization facility. Pre-tax profit excludes the impact of certain divested operations and retirement-related expensesexpense and is calculated before the accrual for variable compensation. Revenue includes revenue from a divested business whose results are included in discontinued operations. In addition, both


36

the pre-tax profit and the cash flow goals were subject to adjustment by the chief executive officer and the Compensation Committee for one-time and extraordinary items such as restructuring charges and gain or loss on divestitures. They therefore will differ from the amounts shown on the Company’s financial statements.
 
The following tables summarize, for Mr. Coleman, Ms. Haugen and Ms. Haugen,Sundheim, amounts paid for 20092010 with respect to the 20092010 EVC Plan. Total target amounts for each individual represent the percentage of base salary referred to in the first paragraph of this section. Target amounts set forth opposite each metric reflect the weightings of metrics and weightings between annual and quarterly measurement periods discussed above. Although the EVC Plan gives the Compensation Committee discretion to consider individual performance and to make awards accordingly, awards to Mr. Coleman, Ms. Haugen and Ms. Sundheim under the 2010 EVC Plan were determined entirely


31

by formula, and Mr. Coleman, Ms. Haugen and Ms. Sundheim each received his or her proportionate share of the amount funded.
 
J. Edward Coleman
                        
   Actual
 Amount Paid as
   Actual
 Amount Paid as
 Target Amount
 Amount Paid
 Percentage of
 Target Amount
 Amount Paid
 Percentage of
Metric
 ($) ($) Target for Metric ($) ($) Target for Metric
Annual Free Cash Flow  364,500   546,750   150%  291,600   437,400   150%
Annual Pre-Tax Profit  364,500   546,750   150%  291,600   437,400   150%
Quarterly Free Cash Flow and Pre-Tax Profit  486,000   486,000   100%
Annual Revenue  145,800   73,629   50.5%
Quarterly Free Cash Flow, Pre-Tax Profit and Revenue  486,000   407,633   83.9%
Total  1,215,000   1,579,500   130%  1,215,000   1,356,062   111.6%
 
Janet B. Haugen
             
    Actual
 Amount Paid as
  Target Amount
 Amount Paid
 Percentage of
Metric
 ($) ($) Target for Metric
 
Annual Free Cash Flow  120,620.40   180,930   150%
Annual Pre-Tax Profit  120,620.40   180,930   150%
Annual Revenue  60,310.20   30,456   50.5%
Quarterly Free Cash Flow, Pre-Tax Profit and Revenue  201,034   168,620   83.9%
Total  502,585   560,938   111.6%
 
             
    Actual
 Amount Paid as
  Target Amount
 Amount Paid
 Percentage of
Metric
 ($) ($) Target for Metric
 
Annual Free Cash Flow  150,775.50   226,163.50   150%
Annual Pre-Tax Profit  150,775.50   226,163.50   150%
Quarterly Free Cash Flow and Pre-Tax Profit  201,034   201,034   100%
Total  502,585   653,361   130%
Nancy S. Sundheim
             
    Actual
 Amount Paid as
  Target Amount
 Amount Paid
 Percentage of
Metric
 ($) ($) Target for Metric
 
Annual Free Cash Flow  91,216.80   136,825   150%
Annual Pre-Tax Profit  91,216.80   136,825   150%
Annual Revenue  45,608.40   23,033   50.5%
Quarterly Free Cash Flow, Pre-Tax Profit and Revenue  152,028   127,514   83.9%
Total  380,070   424,197   111.6%
 
For the other Named Officers, with respect to the portion of awards based on business unit performance, the annual and quarterly metrics for the applicable business unit were either revenue and pre-tax profit (Mr. Cavuoto and Mr. Marcello)Cavuoto) or orders and pre-tax profit (Mr. Davies). As with the metrics for Company performance, (a) the business unit goals were subject to adjustment by the chief executive officer and the Compensation Committee for one-time and extraordinary items such as restructuring charges and gain or loss on divestitures and (b) threshold and, in the case of annual performance, maximum performance levels were set for each criterion, which would result in funding at 50% and 150% of target, respectively, if achieved. The table below sets forth the funding made available, as a percentage of target, with respect to the performance of the business units of the other Named Officers. The Companytable below does not report publiclyquantify the results of its various business unitsunit performance metrics because the Company believes that disclosing this information would result in substantial competitive harm to it and the Company does not believe that disclosing the actual performance measures used would be meaningful. Thereforeis material to an understanding of the table below does not quantify theCompany’s compensation policies and decisions. The business unit performance metrics.
         
  Percentage of Total
 Percentage of Annual
  Business Unit Quarterly
 Business Unit Targets
Named Officer
 Targets Funded Funded
 
Dominick Cavuoto  70%  75.6%
Edward C. Davies  75%  125.5%
Richard C. Marcello  77.5%  105%
metrics, like the Company-wide metrics, were intended to be reasonably achievable with strong management performance, given the


3732

Company’s strategic objectives and the economic and market conditions at the time the targets were set.
         
  Percentage of Total
 Percentage of Annual
  Business Unit Quarterly
 Business Unit Targets
Named Officer
 Targets Funded Funded
 
Dominick Cavuoto  100%  126.7%
Edward C. Davies  62.1%  56.5%
The following tables summarize, for the other Named Officers, amounts paid for 20092010 with respect to the 20092010 EVC Plan. Total target amounts for each individual represent the percentage of base salary referred to in the first paragraph of this section. Amounts set forth opposite each metric reflect the weightings of metrics, weightings between annual and quarterly measurement periods and weightings between Company-wide and business unit performance discussed above. Although the EVC Plan gives the Compensation Committee discretion to consider individual performance and to make awards accordingly, awards to Mr. Cavuoto and Mr. Davies under the 2010 EVC Plan were determined entirely by formula, and Mr. Cavuoto and Mr. Davies each received his proportionate share of the amount funded.
 
Dominick Cavuoto
 
                        
   Actual
 Amount Paid as
   Actual
 Amount Paid as
 Target Amount
 Amount Paid
 Percentage of
 Target Amount
 Amount Paid
 Percentage of
Metric
 ($) ($) Target for Metric ($) ($) Target for Metric
Company Annual Free Cash Flow  67,687.50   101,531   150%  54,150   81,225   150%
Company Annual Pre-Tax Profit  67,687.50   101,531   150%  54,150   81,225   150%
Company Annual Revenue  27,075   13,676   50.5%
Business Unit Annual Performance  135,375   102,344   75.6%  135,375   171,517   126.7%
Company Quarterly Free Cash Flow and Pre-Tax Profit  90,250   90,250   100%
Company Quarterly Free Cash Flow, Pre-Tax Profit and Revenue  90,250   75,720   83.9%
Business Unit Quarterly Performance  90,250   63,175   70%  90,250   90,250   100%
Total  451,250   458,831   101.7%  451,250   513,613   113.8%
 
Edward C. Davies
 
             
    Actual
 Amount Paid as
  Target Amount
 Amount Paid
 Percentage of
Metric
 ($) ($) Target for Metric
 
Company Annual Free Cash Flow  67,687.50   101,531   150%
Company Annual Pre-Tax Profit  67,687.50   101,531   150%
Business Unit Annual Performance  135,375   169,896   125.5%
Company Quarterly Free Cash Flow and Pre-Tax Profit  90,250   90,250   100%
Business Unit Quarterly Performance  90,250   67,687   75%
Total  451,250   530,895   117.6%
Richard C. Marcello
                        
   Actual
 Amount Paid as
   Actual
 Amount Paid as
 Target Amount
 Amount Paid
 Percentage of
 Target Amount
 Amount Paid
 Percentage of
Metric
 ($) ($) Target for Metric ($) ($) Target for Metric
Company Annual Free Cash Flow  67,627   101,440   150%  54,150   81,225   150%
Company Annual Pre-Tax Profit  67,627   101,440   150%  54,150   81,225   150%
Company Annual Revenue  27,075   13,676   50.5%
Business Unit Annual Performance  135,254   142,016   105%  137,375   77,567   56.5%
Company Quarterly Free Cash Flow and Pre-Tax Profit  90,169   90,169   100%
Company Quarterly Free Cash Flow, Pre-Tax Profit and Revenue  90,250   75,720   83.9%
Business Unit Quarterly Performance  90,169   69,849   77.5%  90,250   56,001   62.1%
Total  450,845   504,947   112%  451,250   385,414   85.4%
 
Long-Term Incentive Awards
 
Long-term incentives in the form of equity-based compensation are intended to ensure that the Company’s executives have a continuing stake in the long-term success of the Company and to align their interests with those of stockholders. They are also used as a vehicle to attract, retain and


33

motivate executives responsible for the Company’s long-term success. The Company makes an annual long-term incentive grant to its executives during the first quarter of the year and also may


38

make grants to newly hired employees in connection with their employment.
In 2009,2010, long-term incentives generally took the form of non-qualified stock options although,and performance-based RSUs. The Compensation Committee believed that using two different types of awards would provide balance to the Company’s long-term incentive program and mitigate risk associated with any single award type. Stock options, which vest over three years, are intended to serve as discussed above, Mr. Colemana retention vehicle and to align the recipients’ interests with stockholders’ long-term interests because they have value after vesting only to the extent that the Company’s stock price exceeds the exercise price of the stock option. Performance-based RSUs will be earned only to the extent that the Company’s financial targets are met and, if earned, will vest one-third annually over a three year period. Performance-based RSUs also receivedserve as a retention vehicle and align the recipients’ interests with those of stockholders because the value of the RSUs, once earned, increases and decreases directly based on the Company’s stock price.
For the performance-based RSUs granted in connection2010, the Company chose a one-year performance period because of the importance to the turnaround plan of maximizing cash flow and profitability in 2010 and because of the difficulty of setting multi-year performance goals in a turnaround situation. The performance goals for 2010 were pre-tax profit and free cash flow, and each was weighted 50%. Threshold, target and maximum performance levels were set for each goal. The RSUs will be converted into shares at rates ranging from 0.5 shares per RSU (for performance at threshold level) to 1.0 share per RSU (for performance at target level) to 1.5 shares per RSU (for performance at or above maximum level). If the Company’s performance with his employment agreement. respect to a metric had been below the threshold level, no shares would have been earned in respect of that performance measure, and the related RSUs would have been cancelled. The table below summarizes the performance measures, targets, actual results and the conversion rate applied to vesting RSUs based on these results with respect to performance-based RSUs granted in 2010:
                   
          Conversion Rate
  Threshold
 Target
 Maximum
 Actual
 Applied to RSUs
Metric
 ($ Millions) ($ Millions) ($ Millions) ($ Millions) Vesting Into Shares
 
Free Cash Flow  57   72   108   234  1.5 shares per RSU
Pre-Tax Profit  228   253   304   311  1.5 shares per RSU
Long-term incentive awards granted to each Named Officer in 20092010 are described more fullyset forth in “Grants of Plan-Based Awards” on page 42.
38. In 2009, the annual equity-based grant to executives was below the median at the benchmark companies. Even though the Company intends for each element of executive compensation to be generally consistent with the median, in 2009, the Company did not want to incur the additional compensation expense that would have been required to be recorded if equity-based grants had been made at that level. As a result,2010, the value of the 2009 annual equity-based grant for elected officersawards to each Named Officer was at approximately 40% ofbelow the market median for the benchmark companies. The Company believes that making awards at this level in 2010 achieved an appropriate balance between the goals of its long-term incentive program and managing the Company’s expenses.
 
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. Under the guidelines as revised in 2005,effect in 2010, elected officers arewere expected to own a specified number of shares (adjusted to take into account the Reverse Stock Split) of Unisys common stock as follows: chief executive officer — 20,000 shares; executive vice presidents — 7,500 shares; senior vice presidents — 4,500 shares; vice presidents — 2,500 shares. Stock options, including vested stock options, and restricted stock units doRSUs did not count toward fulfillment of the ownership guidelines. Officers arewere expected to meet the ownership guidelines by 2010, or within five years of election for officers elected after 2005. The Compensation Committee reviews the adequacy of and compliance with the guidelines on an annual basis, typically in April.election. The number of shares owned by each of the Named Officers is set forth in the stock ownership table on page .23.


34

In December 2010, the Compensation Committee revised the stock ownership guidelines, effective February 2011. Under the revised guidelines, elected officers will be expected to own Unisys stock or stock units (including vested “in the money” stock options, unvested time-based RSUs and unvested performance-based RSUs that have met the performance criteria) having a value equal to a multiple of their annual base salary, as follows: chief executive officer — 3 times; chief financial officer and senior vice presidents with responsibility for a business unit — 1.5 times; other senior vice presidents — 1 times; vice presidents — 0.5 times. Unvested stock options, vested “under water” stock options and performance-based RSUs that have not yet met the performance criteria will not count toward fulfillment of the ownership guidelines. Officers will be expected to meet the ownership guidelines by February 2016, or within five years of election for officers elected after February 2011. The Compensation Committee reviews the adequacy of and compliance with the guidelines on an annual basis.
 
Stock Option/RSU Granting Practices
 
As set forth above, in 20092010 long-term incentives generally took the form of stock options.options and RSUs. Most stock optionsawards are granted in the annual grant made to executives, although optionsawards may also be granted as part of the hiring process. Annual grants are approved at a specified, regularly scheduled meeting of the Compensation Committee early each year.year, at the time the Compensation Committee approves the type and number of awards to be granted and finalizes 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, and the exercise price of stock options is at least 100% of the fair market value of Unisys common stock on the date of grant. The dates of regularly scheduled board and committee meetings are generally determined many months in advance as part of the normal board calendaring process.
 
Stock options granted as part of the hiring process have a grant date no earlier than the date of approval, have an exercise price at least equal to fair market value on the date of grant and, except as noted below, are approved by the Compensation Committee or the Board of Directors. New hire stock option grants that require the approval of the Compensation Committee are typically reviewed and approved by the Compensation Committee at its regularly scheduled meetings. For these grants, the date of grant is the date of the meeting, if the individual receiving the grant has already commenced employment at Unisys. If the individual has not yet commenced employment, the date of grant is the business day following the individual’s first day of employment. The Compensation Committee has also delegated to the Company’s chief executive officer the authority to grant a limited number of stock options during the year to eligible individuals (other than the chief executive officer, his direct reports and their direct reports). The committee’s delegation of authority specifies that for these stock options the grant date will be either (1)(a) the first business day of the month following the date of the chief executive officer’s approval, if the individual has commenced employment at Unisys, or (2)(b) if the individual has not yet


39

commenced employment, the first business day of the month following the individual’s date of hire. The chief executive officer 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 Unisys.
 
From 2006 through 2008, long-term incentive awards primarily took the form of RSUs. As with stock options, the principal award was the annual grant to executives. This grant was made during the first quarter of the year, at the time the Compensation Committee approved the number of units to be granted and finalized the performance criteria for performance-based awards. As with stock options, RSUs may also be granted as part of the hiring process. The same procedures regarding the chief executive officer’s authority with respect to, and the timing of, stock option grants to new employees also apply to RSUs granted to new hires.


35

Other Benefits
 
Elected officers participate in the retirement programs discussed below under “Pension Benefits” and “Non-Qualified Deferred Compensation”. In addition, the Company provides death benefits to the beneficiaries of executive officers. Perquisites providedavailable to executive officers include financial counseling/tax preparation services and an annual physical examination.
 
Deductibility of Executive Compensation
 
Section 162(m) of the Internal Revenue Code imposes a $1 million annual limit on the amount of compensation that may be deducted by the Company with respect to each Named Officer employed as of the last day of the applicable year. The limitation does not apply to compensation based on the attainment of objective performance goals.
 
The 2003 Plan, and the 2007 Plan, permit, and the 2010 Plan will permit the Compensation Committee to design compensation awards to Named Officers that will meet the requirements of Section 162(m) of the Internal Revenue Code. The committee may grant awards under the plans that meet the requirements of Section 162(m) of the Internal Revenue Code at such times as the committee believes that such awards are in the best interests of the Company. The committee has considered the impact of the deduction limitation 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.
 
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
 
James J. Duderstadt
Clayton M. Jones
Theodore E. MartinHenry C. Duques
Charles B. McQuade
Paul E. Weaver


4036

 
Summary Compensation Table
 
The following table sets forth information concerning the total compensation paid to or earned byof the chief executive officer, the chief financial officer and the other three most highly compensated executive officers who were serving as such as of December 31, 2009 (the “Named Officers”)Named Officers for services rendered in all capacities to Unisys.
 
                                     
                    Change in
       
                    Pension
       
                 Non-
  Value and
       
                 Equity
  Non-qualified
       
                 Incentive
  Deferred
       
                 Plan
  Compen-
  All Other
    
           Stock
  Option
  Compen-
  sation
  Compen-
    
Name and
    Salary (1)
  Bonus (1)
  Awards (2)(3)
  Awards (2)
  sation
  Earnings (4)
  sation (5)
  Total
 
Principal Position
 Year  ($)  ($)  ($)  ($)  ($)  ($)  ($)  ($) 
 
J. Edward Coleman  2009   972,000   1,579,500   571,500   337,382   —   —   237,193   3,697,575 
Chairman of the Board and Chief Executive Officer (6)  2008   233,031   303,750   580,500   848,456   —   —   37,030   2,002,767 
Janet B. Haugen  2009   558,428   653,361   —   161,662   —   244,774   43,428   1,661,653 
Senior Vice  2008   549,910   —   1,149,999   —   —   —   76,423   1,776,332 
President and Chief Financial Officer  2007   530,410   —   1,241,250   —   —   9,766   95,016   1,876,442 
Dominick Cavuoto  2009   470,223   458,831   —   161,662   —   29,192   128,141   1,248,049 
Senior Vice President; President TCIS                                    
Worldwide Consulting & Integration Services                                    
Edward C. Davies  2009   475,000   530,895   —   161,662   —   17,102   52,690   1,237,349 
Senior Vice President;                                    
President Federal Systems                                    
Richard C. Marcello  2009   474,574   504,947   —   161,662   —   —   40,206   1,181,389 
Senior Vice President;  2008   471,437   163,832   1,149,999       —   —   83,161   1,868,429 
President Technology, Consulting and                                    
Integration Solutions (TCIS) (7)                                    
                                     
              Change in
    
              Pension
    
            Non-
 Value and
    
            Equity
 Non-qualified
    
            Incentive
 Deferred
    
            Plan
 Compen-
 All Other
  
        Stock
 Option
 Compen-
 sation
 Compen-
  
Name and
   Salary (1)
 Bonus (1)
 Awards (2)(3)
 Awards (2)
 sation
 Earnings (4)
 sation (5)
 Total
Principal Position
 Year ($) ($) ($) ($) ($) ($) ($) ($)
 
J. Edward Coleman  2010   972,000   1,356,062   1,047,600   2,157,637   —   —   199,159   5,732,458 
Chairman of the Board  2009   972,000   1,579,500   571,500   337,382   —   —   237,193   3,697,575 
and Chief Executive Officer (6)  2008   233,031   303,750   580,500   848,456   —   —   37,030   2,002,767 
Janet B. Haugen  2010   558,428   560,938   251,075   517,114   —   206,696   54,757   2,149,007 
Senior Vice  2009   558,428   653,361   —   161,662   —   244,774   43,428   1,661,653 
President and Chief  2008   549,910   —   1,149,999   —   —   —   76,423   1,776,332 
Financial Officer                                    
Dominick Cavuoto  2010   475,000   513,613   251,075   517,114   —   22,938   105,774   1,885,513 
Senior Vice  2009   470,223   458,831   —   161,662   —   29,192   128,141   1,248,049 
President; President Technology Consulting and Integration Solutions                                    
Edward C. Davies  2010   475,000   385,414   251,075   517,114   —   5,607   51,485   1,685,694 
Senior Vice  2009   475,000   530,895   —   161,662   —   17,102   52,690   1,237,349 
President; President Federal Systems                                    
Nancy S. Sundheim  2010   506,760   424,197   148,759   306,384   —   261,582   87,312   1,734,995 
Senior Vice  2009   506,760   494,091   —   95,592   —   316,599   48,137   1,461,179 
President, General  2008   499,030   —   699,996   —   —   31,152   78,079   1,308,257 
Counsel and Secretary                                    
 
(1)Amounts shown include compensation deferred under the Unisys Savings Plan or a Unisys deferred compensation plan.
 
(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 20092010 financial statements. For more details on grants in 2009,2010, see the Grants“Grants of Plan-Based Awards TableAwards” below.
 
(3)AmountAmounts shown for Mr. Coleman for 2009 represents2010 represent the grant date fair value of 90,000 (post-Reverse Stock Split)the performance-based restricted stock unitsRSUs granted to each Named Officer on February 12, 2009 and assumes11, 2010, assuming that target performance goals will belevels are met. Assuming that maximum performance goalslevels are met,achieved, the value of the awardawards at date of grant would be $857,250.as follows: Mr. Coleman — $1,571,400; Ms. Haugen — $376,612; Mr. Cavuoto — $376,612; Mr. Davies — $376,612; Ms. Sundheim — $223,139.
 
(4)Amounts shown are the increase in pension value only. For Ms. Haugen in 2008, there was a decrease in pension value of $15,656$13,656 that is not reflected in the table.
 
(5)Amounts shown are tax reimbursements, premiums paid for company-owned life insurance policies and perquisites (unless the aggregate amount of perquisites for an individual is less than $10,000). For 2009,2010, amounts consist of the following: Mr. Coleman — tax reimbursements of $35,057, life insurance premiums of $155,256 and perquisites of $46,880,$43,903, which consist of $41,400 in respect ofinclude $43,800 for a company-paid apartment, personal use of company aircraft and commuting expense;apartment; Ms. Haugen — life insurance premiums of $43,428;$54,757; Mr. Cavuoto — tax reimbursements of $13,437, life insurance premiums of $74,064$71,673 and perquisites of $40,640,$34,101, which consist of commuting expense; Mr. Davies — life insurance premiums of $52,690; Mr. Marcello$51,485; Ms. Sundheim — tax reimbursements of $699 and life insurance premiums of $39,507.$87,312.
 
(6)Mr. Coleman became Chairman of the Board and Chief Executive Officer on October 7, 2008.
(7)Mr. Marcello left the Company in February 2010.


4137

 
Grants of Plan-Based Awards
 
The following table sets forth information on grants of plan-based awards during 20092010 to the Named Officers. The number of units, the number of shares underlying options and the exercise price shown in the table have been adjusted to reflect the Reverse Stock Split.
 
                                                                                      
               All Other
 All Other
                    All Other
 All Other
    
               Stock
 Option
   Grant Date
                Stock
 Option
   Grant Date
               Awards:
 Awards:
 Exercise
 Fair Value
                Awards:
 Awards:
 Exercise
 Fair Value
               Number of
 Number of
 or Base
 of Stock
    Estimated Future Payouts
 Estimated Future Payouts
 Number of
 Number of
 or Base
 of Stock
   Estimated Future Payouts
 Estimated Future Payouts
 Shares of
 Securities
 Price of
 and
    Under Non-Equity Incentive
 Under Equity Incentive Plan
 Shares of
 Securities
 Price of
 and
   Under Non-Equity Incentive Plan Awards Under Equity Incentive Plan Awards Stock or
 Underlying
 Option
 Option
    Plan Awards Awards Stock or
 Underlying
 Option
 Option
   Threshold
 Target
 Maximum
 Threshold
 Target
 Maximum
 Units
 Options
 Awards
 Awards
    Threshold
 Target
 Maximum
 Threshold
 Target
 Maximum
 Units
 Options
 Awards
 Awards
Name
 Grant Date ($) ($) ($) (#) (#) (#) (#) (#) ($/sh) ($)  Grant Date ($) ($) ($) (#) (#) (#) (#) (#) ($/sh) ($)
J. Edward Coleman  2/12/09               45,000   90,000   135,000       120,000   6.40   908,882   2/11/10                  15,000   30,000   45,000        120,000   34.92   3,205,237 
Janet B. Haugen  2/12/09                               57,500   6.40   161,662   2/11/10            3,595   7,190   10,785      28,760   34.92   768,188 
Dominick Cavuoto  2/12/09                               57,500   6.40   161,662   2/11/10            3,595   7,190   10,785      28,760   34.92   768,188 
Edward C. Davies  2/12/09                               57,500   6.40   161,662   2/11/10            3,595   7,190   10,785      28,760   34.92   768,188 
Richard C. Marcello  2/12/09                               57,500   6.40   161,662 
Nancy S. Sundheim
  2/11/10            2,130   4,260   6,390      17,040   34.92   455,144 
 
Awards shown for Mr. Coleman under “Estimated Future Payouts Under Equity Incentive Plan Awards” are performance-based restricted stock unitsRSUs granted under the 20032007 Plan. These awards were granted to Mr. Coleman in accordance with his employment agreement described aboveRSUs, which are discussed more fully in “Compensation Discussion and Analysis” and were approved by the Board on October 6, 2008. These restricted stock unitsabove, will vest one-third per year beginning on the first anniversary of the date of grant if and to the extent that the performance criteria that aregoals established for making funding available for2010 by the EVC Plan for eachCompensation Committee of 2009, 2010 and 2011, respectively, are metthe Board have been achieved and if Mr. Colemanthe Named Officer is then employed by the Company. The units will be converted into shares at a rate of 0 to 1.5 shares per unit depending on the degree to which the performance goals are met. On February 12, 2010, the 30,000 units11, 2011, each restricted share unit scheduled to vest on that date werewas converted into 45,0001.5 shares. SeeThe conversion rate will be the discussionsame for units that vest on the second and third anniversaries of the EVC Plan for 2009 in “Compensation Discussion and Analysis” above. For 2010,date of grant, since the EVC Plan performance criteriagoals are based 20%solely on revenue, 40% on pre-tax profit and 40% on cash flow. Performance criteria for 2011 have not yet been set.2010 performance.
 
Awards shown above under “All Other Option Awards” are non-qualified stock options granted under the 2007 Plan. These options will vest 50%one-third per year beginning on the first anniversary of the date of grant and 25% on the second and third anniversaries of the date of grant, if the individual is then employed by the Company or, if not, has met certain age and service criteria.


4238

 
Outstanding Equity Awards at Fiscal Year-End
 
The following table shows equity awards to the Named Officers that were outstanding as of December 31, 2009. Amounts of securities and option exercise prices have been adjusted to reflect the Reverse Stock Split. Fractional shares have been rounded down.2010.
 
                                                                        
           Stock Awards            Stock Awards
                 Equity
                  Equity
               Equity
 Incentive
                Equity
 Incentive
               Incentive
 Plan
                Incentive
 Plan
               Plan
 Awards:
                Plan
 Awards:
               Awards:
 Market or
                Awards:
 Market or
               Number
 Payout
                Number
 Payout
 Option Awards     of
 Value of
  Option Awards     of
 Value of
     Equity
         Unearned
 Unearned
      Equity
         Unearned
 Unearned
     Incentive
       Market
 Shares,
 Shares,
      Incentive
       Market
 Shares,
 Shares,
   Number of
 Plan
     Number of
 Value of
 Units or
 Units or
    Number of
 Plan
     Number of
 Value of
 Units or
 Units or
 Number of
 Securities
 Awards:
     Shares or
 Shares or
 Other
 Other
  Number of
 Securities
 Awards:
     Shares or
 Shares or
 Other
 Other
 Securities
 Underlying
 Number of
     Units of
 Units of
 Rights
 Rights
  Securities
 Underlying
 Number of
     Units of
 Units of
 Rights
 Rights
 Underlying
 Unexercised
 Securities
     Stock That
 Stock That
 That
 That
  Underlying
 Unexercised
 Securities
     Stock That
 Stock That
 That
 That
 Unexercised
 Options
 Underlying
 Option
   Have Not
 Have Not
 Have Not
 Have Not
  Unexercised
 Options
 Underlying
 Option
   Have Not
 Have Not
 Have Not
 Have Not
 Options
 (#)
 Unexercised
 Exercise
 Option
 Vested
 Vested
 Vested
 Vested
  Options
 (#)
 Unexercised
 Exercise
 Option
 Vested
 Vested
 Vested
 Vested
 (#)
 Unexercisable
 Options
 Price
 Expiration
 (#)
 ($)
 (#)
 ($)
  (#)
 Unexercisable
 Options
 Price
 Expiration
 (#)
 ($)
 (#)
 ($)
Name
 Exercisable (1) (#) ($) Date (2) (3) (4) (3)  Exercisable (1) (#) ($) Date (2) (3) (4) (3)
J. Edward Coleman  40,000   80,000       18.70   10/8/2013   20,000   771,200   135,000   5,205,600   80,000   40,000        18.70   10/8/2013   94,000   2,433,660   45,000   1,165,050 
      120,000       6.40   2/12/2014                   54,000   60,000      6.40   2/12/2014             
     120,000      34.92   2/11/2015             
Janet B. Haugen      57,500       6.40   2/12/2014   2,326   89,691   12,733   490,984   5,000         185.70   2/15/2011   11,948   309,334       
  4,000           341.25   2/17/2010                   12,500         121.05   2/14/2012             
  2,500           94.063   7/27/2010                   12,500         242.10   2/14/2012             
  5,000           185.70   2/15/2011                   8,000         84.15   2/13/2013             
  12,500           121.05   2/14/2012                   7,500         142.70   2/11/2014             
  12,500           242.10   2/14/2012                   28,750   28,750      6.40   2/12/2014             
  8,000           84.15   2/13/2013                      28,760      34.92   2/11/2015             
Dominick Cavuoto  28,750   28,750      6.40   2/12/2014   14,785   382,784       
  7,500           142.70   2/11/2014                      28,760      34.92   2/11/2015             
  7,500           76.20   2/9/2010                 
  10,000           60.50   12/19/2010                 
Dominick Cavuoto      57,500       6.40   2/12/2014   4,000   154,240         
Edward C. Davies      57,500       6.40   2/12/2014   364   14,036   1,819   70,141   1,000         157.65   11/3/2013   10,967   283,936       
  1,000           76.20   2/9/2010                   1,000         142.70   2/11/2014             
  2,500           60.50   12/19/2010                   28,750   28,750      6.40   2/12/2014             
  1,000           157.65   11/3/2013                      28,760      34.92   2/11/2015             
Nancy S. Sundheim
  4,000         185.70   2/15/2011   7,097   183,741       
  1,000           142.70   2/11/2014                   7,500         121.05   2/14/2012             
Richard C. Marcello  3,333   1,666       90.00   7/18/2012   3,992   153,932   5,233   201,784 
      57,500       6.40   2/12/2014                   7,500         242.10   2/14/2012             
  5,000         84.15   2/13/2013             
  5,000         142.70   2/11/2014             
  17,000   17,000      6.40   2/12/2014             
     17,040      34.92   2/11/2015             


4339

(1)Awards shown are non-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 DateNumber of Shares
J. Edward Coleman2/11/201140,000
2/12/201130,000
10/8/201140,000
2/11/201240,000
2/12/201230,000
2/11/201340,000
Janet B. Haugen2/11/20119,587
2/12/201114,375
2/11/20129,587
2/12/201214,375
2/11/20139,586
Dominick Cavuoto2/11/20119,587
2/12/201114,375
2/11/20129,587
2/12/201214,375
2/11/20139,586
Edward C. Davies2/11/20119,587
2/12/201114,375
2/11/20129,587
2/12/201214,375
2/11/20139,586
Nancy S. Sundheim2/11/20115,680
2/12/20118,500
2/11/20125,680
2/12/20128,500
2/11/20135,680
(2)Awards shown are time-based RSUs and performance-based RSUs for which the performance period has ended and the number of shares earned has been determined. These awards are scheduled to vest as follows if the individual is then employed by the Company or, if not, in the case of the time-based RSUs, has met certain age and service criteria:
 
         
Name
 Vesting Date Number of Shares
 
J. Edward Coleman  2/12/201060,000
10/8/201040,000
2/12/201130,000
10/8/201140,000
2/12/201230,000
Janet B. Haugen2/12/201028,750
2/12/201114,373
2/12/201214,375
Dominick Cavuoto2/12/201028,750
2/12/201114,373
2/12/201214,375
Edward C. Davies2/12/201028,750
2/12/201114,373
2/12/201214,375
Richard C. Marcello2/12/201028,750
7/18/20101,666
2/12/201114,375
2/12/201214,375
(2)Awards shown are time-based restricted stock units that vest on specified dates if the individual is then employed by the Company or, if not, has met certain age and service criteria. Awards shown are scheduled to vest as follows:
Name
Vesting DateNumber of Shares
J. Edward Coleman10/8/2010*  10,000 
   10/8/2/11/2011**15,000
   10,0002/11/2012**15,000
2/11/2013**15,000
2/12/2011**39,000 
Janet B. Haugen  2/7/20102011*  1,163 
   2/7/11/2011**3,595
   1,1632/11/2012**3,595
2/11/2013**3,595 
Dominick Cavuoto  4/30/2011*  4,000
2/11/2011**3,595
2/11/2012**3,595
2/11/2013**3,595 
Edward C. Davies  2/7/20102011*  182 
   2/7/11/2011**  182
Richard C. Marcello2/7/20101,163
7/18/20101,6663,595 
   2/7/201111/2012**3,595
   1,1632/11/2013**3,595
Nancy S. Sundheim2/7/2011*707
2/11/2011**2,130
2/11/2012**2,130
2/11/2013**2,130 


40

* Time-Based RSUs
**Performance-Based RSUs
(3)Market value reflects the $38.56$25.89 closing price of Unisys common stock on December 31, 2009.2010.
 
(4)AwardsThe award shown areis of performance-based restricted stock unitsRSUs granted on February 12, 2009 that vest on February 12, 2012, if performance goals for the relevant performance period2011 are met and the individualMr. Coleman is then employed by the Company. The awards shown for Mr. Coleman are the performance-based units described in more detail in the Grants of Plan-Based Awards table, which are scheduled to vest in three equal annual installments beginning on February 12, 2010 if the performance goals for the relevant performance period are met. The number of shares shown in this column for Mr. Coleman is based on achieving maximum performance goals in 2011. For Mr. Coleman, 30,000 RSUs from the relevant performance period. As set forth above, the 30,000 unitssame grant were scheduled to vest on February 12, 20102011. As set forth in footnote 2 above, those 30,000 RSUs were converted into 45,000 shares. The number39,000 shares at a conversion rate of 1.3 shares per RSU. No awards are shown in this column for the otherMs. Haugen, Mr. Davies or Ms. Sundheim. Performance-based RSUs granted to these Named Officers is based on achieving threshold performance goals in the relevant performance period. Assuming threshold performance goals are met, the restricted stock units for the other Named Officers areFebruary 7, 2008 and scheduled to vest as follows:on February 7, 2011 did not vest into any shares of Unisys common stock because performance goals were not achieved. Each performance-based RSU granted to the Named Officers on February 11, 2010 and scheduled to vest on February 11, 2011, vested into 1.5 share(s). Since the performance goals for all units granted on February 11, 2010 are based solely on 2010 performance, the conversion rate will be the same for units that vest on the second and third anniversaries of the date of grant.
Name
Vesting DateNumber of Shares
Janet B. Haugen3/7/20107,500
2/7/20115,233
Edward C. Davies3/7/20101,000
2/7/2011819
Richard C. Marcello2/7/20115,233


44

Ms. Haugen’s and Mr. Davies’ performance-based restricted stock units scheduled to vest on March 7, 2010 did not vest into any shares of Unisys common stock.
 
Option Exercises and Stock Vested
 
The following table gives information on stock option exercises and the vesting of stock awards during 20092010 for each of the Named Officers. The number of shares shown in the table reflects the Reverse Stock Split.
 
                                
 Option Awards Stock Awards  Option Awards Stock Awards
 Number of Shares
   Number of Shares
    Number of Shares
   Number of Shares
  
 Acquired
 Value Realized
 Acquired
 Value Realized
  Acquired
 Value Realized
 Acquired
 Value Realized
 on Exercise
 on Exercise
 on Vesting
 on Vesting
  on Exercise
 on Exercise
 on Vesting
 on Vesting
Name
 (#) ($) (#) ($)  (#) ($) (#) ($)
J. Edward Coleman  —   —   10,000   279,000   6,000   120,120   55,000   1,831,500 
Janet B. Haugen  —   —   1,663.1   11,636   —   —   16,163   617,333 
Dominick Cavuoto  —   —   —   — 
Edward C. Davies  —   —   248.7   1,781   —   —   2,182   83,237 
Dominick Cavuoto  —   —   —   — 
Richard C. Marcello  —   —   2,829.8   36,887 
Nancy S. Sundheim
  —   —   6,708   255,246 
 
Pension Benefits
 
The Company’s officers participate in three pension plans sponsored by Unisys in the United States:
 
 • 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”) — a nonqualified 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 under non-qualified plans. The plan is designed to make up for the benefit shortfall created by the Internal Revenue Code limits and the non-qualified deferrals of compensation.
 
 • Unisys Corporation Elected Officer Pension Plan (the “Officer Plan”) — a nonqualified defined benefit plan available to all elected officers who met eligibility requirements by December 31, 2006. The plan is designed to provide a minimum target of retirement income for executives.
 
Effective December 31, 2006, each of these plans was frozen and benefits thereunder ceased to accrue. No new participants are now allowed.


4541

The table below presents pension plan information as of December 31, 20092010 for certain of the Named Officers. Mr. Coleman and Mr. Marcello areis not participantsa participant in any of the three pension plans as they didbecause he was not meetemployed by the eligibility requirements for any ofCompany prior to when the plans prior to December 31, 2006.were frozen.
 
                                
   Number of Years
 Present Value of
 Payments
    Number of Years
 Present Value of
 Payments
   of Credited
 Accumulated
 During Last
    of Credited
 Accumulated
 During Last
Name
 
Plan Name
 Service (#) Benefit ($) Fiscal Year ($)  
Plan Name
 Service (#) Benefit ($) Fiscal Year ($)
Janet B. Haugen  Pension Plan   10.667   277,283   —   Pension Plan   10.667   318,480   — 
  Supplemental Plan   10.667   123,668   —   Supplemental Plan   10.667   142,041   — 
  Officer Plan   10.667   980,128   —   Officer Plan   10.667   1,127,254   — 
Dominick Cavuoto  Pension Plan   5.250   121,537   —   Pension Plan   5.250   137,233   — 
  Supplemental Plan   5.250   56,072   —   Supplemental Plan   5.250   63,314   — 
  Officer Plan   5.250   —   —   Officer Plan   5.250   —   — 
Edward C. Davies  Pension Plan   3.250   31,029   —   Pension Plan   3.250   34,129   — 
  Supplemental Plan   3.250   25,095   —   Supplemental Plan   3.250   27,602   — 
  Officer Plan   3.250   —   —   Officer Plan   3.250   —   — 
Nancy S. Sundheim  Pension Plan   19.333   685,703   — 
  Supplemental Plan   19.333   170,099   — 
  Officer Plan   19.333   1,720,995   — 
 
The present value of the accumulated benefit has been determined assuming benefits commence as of the earliest date at which each executive is entitled to unreduced benefits. This is generally the later of age 62 and achievement of vesting requirements. However, for executives who are not eligible for unreduced benefits prior to age 65, benefits are assumed to commence at age 65. The calculations use the same actuarial assumptions used for financial disclosure requirements for the pension plans, except that the calculations assume that each of the above individuals will remain with the Company until such retirement date and therefore do not apply any decrements in respect of termination, disability and the like. Assumptions as to life expectancy are based on the RP2000 Mortality Table projected to 2017 for healthy males and females. The discount rate used is 6.11%.5.68% per annum. Where benefits are payable as a 50% contingent annuity without actuarial reduction, which is the case for Officer Plan participants who are married, benefits have been valued using actuarial factors assuming 80% of plan participants are married and assuming wives are three years younger than husbands.
 
The following summarizes the benefits under the specific plans:
 
Unisys Pension Plan
 
Prior to 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 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


42

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


46

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. All Named Officers who met plan eligibility requirements are 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 of one-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 employmentemployment; 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 married participants. Other annuity forms are also available on an actuarially equivalent basis. Ms. Haugen, and Mr. Cavuoto and Ms. Sundheim are 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 a before-tax basis under the Unisys Savings Plan. Excluded from compensation are severance payments, supplements, compensation deferred under a non-qualified plan and other forms of extraordinary compensation. Plan compensation is limited by Section 401(a)(17) of the Internal Revenue Code.
 
As of December 31, 2009,2010, Ms. Haugen, Mr. Cavuoto, and Mr. Davies and Ms. Sundheim were vested in their Pension Plan benefit and would have been eligible to immediately receive the cash balance portion of hertheir benefit upon termination of employment. Mr. Cavuoto isand Ms. Sundheim are eligible to receive an early retirement benefit under the career pay formula.
 
Although benefits ceased to accrue under the Pension Plan effective December 31, 2006, the cash balance accounts continue to grow with interest credits.
 
Unisys Corporation Supplemental Executive Retirement Income Plan
 
Prior to 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 under non-qualified plans and is not limited by Internal Revenue Code Section 401(a)(17).


43

 • 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 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


47

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.
 
As of December 31, 2009,2010, Ms. Haugen, Mr. Cavuoto, and Mr. Davies and Ms. Sundheim were vested in their Supplemental Plan benefit. Ms. Haugen wasand Ms. Sundheim were vested as of December 31, 2004 and isare eligible to immediately receive the pre-2005 cash balance portion of hertheir benefit upon termination of employment. Mr. Cavuoto isand Ms. Sundheim are also eligible to receive an early retirement benefit.
 
Although benefits ceased to accrue under the Supplemental Plan effective December 31, 2006, the cash balance accounts continue to grow with interest credits.
 
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.
 
Unisys Corporation Elected Officer Pension Plan
 
Only elected officers of Unisys are eligible to participate in the Officer Plan. The Officer Plan was closed to entrants as of December 31, 2006. As a result, Ms. Haugen isand Ms. Sundheim are the only Named OfficerOfficers who isare eligible for the plan.
 
The Officer Plan provides a gross annual accrued benefit equal to 4% of final average compensation for each of the first 10 years of credited service, plus 1% of final average compensation for each year of credited service in excess of 10 (but not in excess of 30), minus 50% of the participant’s Social Security benefit. This benefit is reduced by 0.5% for each month that the benefit commences prior to age 62. The gross benefit is offset by the benefits payable under both the Pension Plan and the Supplemental Plan.
 
Final average compensation is the average of the highest consecutive 60 months of plan compensation out of the last 120 months of employment, but no compensation after December 31, 2006 is included. Plan compensation is identical to that used for the Supplemental Plan.
 
Benefits accrued and vested prior to January 1, 2005 are payable at the same time and 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) or (b) attainment of age 55. Such benefit is payable in the form of a life annuity for single participants, or a 50% contingent annuity, which is not actuarially reduced, for married participants. No optional forms of benefit are currently available for benefits accrued or vested on or after January 1, 2005 under the Officer Plan.
 
Generally, benefits under the Officer Plan vest upon the earliest to occur of (a) attainment of age 55 and 10 years of service with Unisys, (b) for executives who were participants on or after


44

January 1, 1997 and before July 19, 2001, attainment of age 50 and five years of service with Unisys or (c) a change in control of Unisys. As of December 31, 2009,2010, both Ms. Haugen and Ms. Sundheim were vested in their Officer Plan benefit. Ms. Sundheim was vested as of December 31, 2004, making that portion of her benefit payable at the same time and in her Officerthe same form as the Pension Plan benefit. Ms. Sundheim is also eligible to receive an early retirement benefit.
 
The Company has established a grantor trust relating to the Officer 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.


48

Unisys Savings Plan
 
In conjunction with freezing the Pension Plan, Supplemental Plan and Officer Plan defined benefit plans, effective January 1, 2007, the Company increased its matching contributions underThe Named Officers are eligible to participate in the Unisys Savings Plan, which is a tax-qualified defined contribution plan towith a matching contributions feature. From January 1, 2007 through December 31, 2008, the Company’s matching contributions were 100% of the first 6% of eligible pay contributed by participants on a before-tax basis. If a participant was not eligible to get the full amount of this Company matching contribution under the Savings Plan because his or her eligible pay exceeded the annual compensation limits for qualified plans under the Internal Revenue Code, or because the participant had deferred some compensation under the Company’s non-qualifiednon- qualified 2005 Deferred Compensation Plan, the Company automatically credited the participant’s memorandum account under the 2005 Deferred Compensation Plan with an amount equal to 6% of such excess or deferred eligible pay to make up for the Company matching contributions that were not permitted under the Savings Plan.
 
EffectiveFrom January 1, 2009 through December 31, 2010, the Company suspended matching contributions under the Unisys Savings Plan and the credits to the 2005 Deferred Compensation Plan referred to above. Effective January 1, 2011, the Company is making matching contributions under the Unisys Savings Plan of 50% of each 1% of eligible pay contributed by a participant on a before-tax basis, up to the first 6% of eligible pay contributed. However, the Company is not providing credits under the 2005 Deferred Compensation Plan in the event a participant is not eligible to get the full amount of this Company matching contribution.
 
Non-Qualified Deferred Compensation
 
The table below shows unaudited information with respect to compensation of the Named Officers that has been deferred under a plan that is not tax-qualified. Under the Company’s non-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 trust relating to its pre-2005 non-qualified deferred compensation plan. If a change in control of the


45

Company occurs, the Company is required to fund the trust in an amount equal to the aggregate account balances under that plan.
 
                                        
       Aggregate
 Aggregate
       Aggregate
 Aggregate
 Executive
 Company
 Aggregate
 Withdrawals/
 Balance at
 Executive
 Company
 Aggregate
 Withdrawals/
 Balance at
 Contributions
 Contributions
 Earnings in
 Distributions
 December 31,
 Contributions
 Contributions in
 Earnings in
 Distributions
 December 31,
 in 2009
 in 2009
 2009
 in 2009
 2009
 in 2010
 2010
 2010
 in 2010
 2010
Name
 ($) ($) ($) (1) ($) ($) (2) ($) ($) ($) (1) ($) ($) (2)
J. Edward Coleman  —   —   51   —   233   —   —   32   —   265 
Janet B. Haugen  —   —   37,465   —   131,819   —   —   23,650   —   155,469 
Dominick Cavuoto  —   —   1,534   —   7,002   —   —   964   —   7,966 
Edward C. Davies  —   —   7,432   —   33,925   —   —   4,668   —   38,593 
Richard C. Marcello  —   —   (1,147)  —   25,186 
Nancy S. Sundheim  —   —   4,364   —   36,081 
 
(1)No amounts shown in this column are reported in the Summary Compensation Table.
 
(2)Amounts reported in this column reflect earnings (losses) for 20092010 and previous years and amounts credited to the 2005 Deferred Compensation Plan in respect of Company matching contributions, as described above under “Unisys Savings Plan”, for 2008 and previous years. The Summary Compensation Table for 2008 included the following amounts in respect of Company matching contributions in 2008 for the following Named Officers: Mr. Coleman — $182; Ms. Haugen — $19,195; Mr. MarcelloMs. Sundheim — $29,307. The Summary Compensation Table for 2007 included $18,325 in respect of Company matching contributions in 2007 for Ms. Haugen.$16,142.


49

 
Potential Payments upon Termination or Change in Control
 
Under the agreements and plans discussed below, the Named Officers would be entitled to the following payments and benefits upon termination of employmentand/or a change in control of the Company.
 
Termination Arrangements
 
As described above in “Compensation Discussion and Analysis” the Company and J. Edward Coleman are parties to an employment agreement covering the terms and conditions of Mr. Coleman’s employment as Chairman of the Board and Chief Executive Officer. The employment agreement also provides certain termination benefits to Mr. Coleman. Under the agreement, if Mr. Coleman’s employment is terminated by the Company without cause or by Mr. Coleman for good reason (defined generally as a reduction in aggregate compensation target, a reduction in duties or authority or removal as chairman and chief executive officer), Mr. Coleman will be entitled to receive an amount equal to two times (1) his base salary (at its then current rate) plus (2) his annual bonus (in an amount equal to the average percentage of target bonus paid to him for the three years preceding the employment termination date times the target bonus amount in effect on the termination date). Subject to a six-month delay under Section 409A if Mr. Coleman is among the top 50 most highly compensated officers, this termination payment is to be paid in a lump sum in cash within 30 days of the date of termination. Mr. Coleman and his eligible dependents will also be entitled to receive medical and dental coverage, at the same premium rates charged to active employees, for up to two years following termination of employment. To receive health coverage, Mr. Coleman will be required to pay the full premium charged for the coverage. The Company will then reimburse him the amount of the premium that exceeds the amount he would have paid as an employee, plus a taxgross-up on that amount. Mr. Coleman will cease to be entitled to these health coverage payments if he becomes employed with another employer during such two-year period. In the event Mr. Coleman’s employment is terminated by reason of disability or death, all compensation and benefits under the agreement will terminate, except that he or his estate will receive benefits under the retirement, welfare, incentive, fringe and perquisite programs generally available to executive officers upon disability or death. If Mr. Coleman’s employment is terminated for cause or by Mr. Coleman for other than good reason, he will be entitled only to the benefits


46

provided to the company’s executive employees upon a similar termination of employment. The agreement includes non-compete, non-solicitation and non-disparagement provisions effective for 12 months from the date of termination of employment. In the event Mr. Coleman breaches any of these provisions, the Company will have the right to terminate any termination payments due to him, and Mr. Coleman must repay any termination payments made to him upon termination of his employment without cause or for good reason. If Mr. Coleman’s employment had terminated on the last business day of 20092010 under circumstances entitling him to the payments described above, he would have been entitled to receive a termination payment of $4,374,000.$4,738,500. Total amounts payable to Mr. Coleman in respect of medical and dental coverage for two years would be approximately $49,600.$48,600. Mr. Coleman is also party to a change in control agreement with the Company, as described below. He is not entitled to receive duplicate payments under the change in control agreement and the above agreement. In the event of a conflict, Mr. Coleman will be entitled to benefits under the change in control agreement unless the change in control agreement provides for the payment of benefits under the employment agreement.
 
On February 9, 2010, the Company and Richard C. Marcello entered into an agreement setting forth the terms of the termination of Mr. Marcello’s employment with the Company. Under the agreement, Mr. Marcello will continue to receive an amount equal to his monthly base salary until


50

August 31, 2010. This amount will be payable monthly in accordance with the Company’s normal payroll practices. If Mr. Marcello obtains full-time employment before August 31, 2010, Unisys will pay him any remaining monthly salary payments due in a lump sum. The agreement also provides that Mr. Marcello will be eligible to participate in an outplacement program until August 31, 2010.
Change in Control Agreements
 
The Company has entered into change in control employment agreements with its elected officers.the Named Officers. 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. 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), or if the executive voluntarily terminates employment for any reason during the30-day period following the first anniversary of the date of the change in control, the terminated executive will be entitled to receive special termination benefits. For officersNamed Officers other than Mr. Coleman, these benefits are as follows: (1) a pro-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 three years base salary and bonus (based on the highest salary paid or payable during the term of the agreement and the Highest Annual Bonus), (3) a lump sum payment equal to the excess of the actuarial value of the pension benefit the executive would have accrued if the executive’s employment had continued for three years after the termination date over the actuarial value of the actual pension benefit payable as of the termination date, (4) a lump sum


47

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 the three-year period, (5) for three 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 (6) 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, plus a taxgross-up on that amount. 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 executive is entitled to receive a payment on an after-tax basis equal to the excise tax


51

imposed. However, if thegross-up payment in respect of the excise tax would not result in a net after-tax benefit to the executive of at least $50,000, then nogross-up payment will be made, and the termination payments will be reduced (a “Cutback”) to an amount that will not give rise to the excise tax. The executive is under no obligation to mitigate amounts payable under these agreements. In 2010, the Company approved changes to change in control employment agreements to be entered with elected officers in the future, as described in “Compensation Discussion and Analysis.”
 
Mr. Coleman is entitled to the same special termination benefits enumerated above, except that (a) the lump sum payment referred to in (2) above will be equal to two years salary and bonus, (b) the lump sum payment referred to in (4) above will be for two years of welfare plan premiums and (c) the continued eligibility for health coverage referred to in (5) above will be for two years. In addition, Mr. Coleman’s agreement does not provide for anygross-up for any excise tax imposed on any payment by the Company under Section 4999 of the Internal Revenue Code. The payments will be reduced to avoid the imposition of the excise tax if doing so would result in greater after-tax benefits to Mr. Coleman.
 
If the Named Officers had become entitled to the special termination benefits described above on the last business day of 2009,2010, they would have received the following:
 
                                                                
   Lump Sum
                Lump Sum
            
   Payment for
   Value of
 Welfare
 Health
        Payment for
   Value of
 Welfare
 Health
    
 Pro-Rata
 Salary
 Pension
 Outplacement
 Benefit Plan
 Coverage
 Excise Tax
    Pro-Rata
 Salary
 Pension
 Outplacement
 Benefit Plan
 Coverage
 Excise Tax
  
 Bonus
 and Bonus
 Accrual
 Services
 Premiums
 Payments
 Gross-Up
 Total
  Bonus
 and Bonus
 Accrual
 Services
 Premiums
 Payments
 Gross-Up
 Total
Name
 ($) (1) ($) (1) (2) ($) (1) (3) ($) (4) ($) ($) ($) (5) ($) (1) (6)  ($) ($) ($) (1) ($) (2) ($) ($) ($) (3) ($) (4)
J. Edward Coleman  1,215,000   4,374,000   —   50,000   19,781   49,605   —   5,708,386   1,579,501   5,103,002   —   50,000   19,586   54,137   0   6,806,226 
Janet B. Haugen  —   1,675,284   —   50,000   17,310   74,444   1,158,671   2,975,709   653,360   3,635,364   —   50,000   16,972   81,278   1,832,990   6,269,964 
Dominick Cavuoto  —   1,366,877   —   50,000   14,757   71,838   —   1,503,472   458,831   2,801,493   —   50,000   14,470   78,450   1,255,721   4,658,965 
Edward C. Davies  135,000   1,830,000   —   50,000   14,757   76,879   1,014,224   3,120,860   530,895   3,017,685   —   50,000   14,470   83,919   1,580,609   5,277,578 
Richard C. Marcello  446,259   2,762,498   —   50,000   14,743   25,303   1,656,206   4,955,009 
Nancy S. Sundheim
  494,091   3,002,553   —   50,000   15.422   2,937   1,386,572   4,951,575 
 
(1)No bonuses under the EVC Plan were paid to Ms. Haugen for 2006, 2007 or 2008. Therefore, the numbers in the table for her do not include any amounts in respect of bonus. If amounts paid to Ms. Haugen for 2006 under the Company’s 2006 Turnaround Incentive Plan were deemed to be bonus, the amount shown for pro-rata bonus would have been $300,000. The amounts for lump sum salary and bonus and excise taxgross-up shown in the table would have been adjusted accordingly, with the result that the amount shown in the “Total” column would have been $4,313,195 for Ms. Haugen.
(2)Amount shown for Mr. Cavuoto reflects a $58,123 Cutback in order to avoid the imposition of the excise tax.
(3)As set forth above, the Company’s defined benefit plans were frozen as of December 31, 2006, and Company matching contributions to the Unisys Savings Plan were suspended effective January 1, 2009.2006.
 
(4)(2)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.
 
(5)(3)Change in control payments are assumed to consist of the amounts shown in the table, as well as the value of any accelerated vesting of equity awards pursuant to the terms of the Company’s long-term incentive plans. The calculations use a Federal excise tax rate of 20%, a Federal income tax rate of 35%, a Medicare tax rate of 1.45% and the current income tax rates for the states of residence of the Named Officers.
 
(6)(4)Amounts shown in this column do not include the value of the vested awards shown in the tables below under “Long-Term Incentive Plans”.


48

 
Long-Term Incentive Plans
 
Under the Company’s long-term incentive plans, if a change in control occurs, and, in the case of awards granted beginning in February 2010, 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 awardsRSUs will become fully vested and, depending on the applicable plan, either a pro-rata portion (based on the completed portion of the related performance cycle) or the full amount of the target amount of performance-based awardsRSUs will vest. In addition, all unvested stock options will become immediately exercisable. If a change in control and a termination of employment had occurred on the last business day of 2009,2010, the


52

Named Officers would have become vested in the following number of restricted stock units,RSUs, having the following values:
 
                
 Vested Units
 Value of Vested Units
  Vested Units
 Value of Vested Units
Name
 (#) (1) ($)  (#) (1) ($)
J. Edward Coleman  50,000   1,928,000   70,000   1,812,300 
Janet B. Haugen  28,693.2   1,106,410   18,819   487,224 
Dominick Cavuoto  4,000   154,240   11,190   289,709 
Edward C. Davies  4,002.4   154,333   9,010   233,269 
Richard C. Marcello  14,459.8   557,570 
Nancy S. Sundheim  11,338   293,541 
 
(1)Based on the $38.56$25.89 closing price of Unisys common stock on December 31, 2009.2010.
 
In addition, the following number of stock options would have become exercisable at the following exercise prices:
 
                
 Stock Options
 Exercise Price
  Stock Options
 Exercise Price
Name
 (#) ($)  (#) ($)
J. Edward Coleman  80,000   18.70   40,000   18.70 
  120,000   6.40   60,000   6.40 
  120,000   34.92 
Janet B. Haugen  57,500   6.40   28,750   6.40 
  28,760   34.92 
Dominick Cavuoto  57,500   6.40   28,750   6.40 
  28,760   34.92 
Edward C. Davies  57,500   6.40   28,750   6.40 
Richard C. Marcello  1,666   90.00 
  57,500   6.40   28,760   34.92 
Nancy S. Sundheim  17,000   6.40 
  17,040   34.92 
 
A discussion of amounts payable to the Named Officers under the pension plans sponsored by the Company begins on page .41. As set forth in “Pension Benefits”, benefits under the Elected Officer Pension Plan and the Supplemental Executive Retirement Income Plan become immediately vested upon a change in control of the Company.
 
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 2009, Anthony P. Doye, an officer of the Company,2010, no officers or directors had oneany late report covering one transaction.filings.


49

 
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 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


53

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 toRule 14a-8 of the Securities Exchange Act of 1934(“Rule 14a-8”) for inclusion in the proxy materials for the 20112012 annual meeting of stockholders must be received by the Company by November 18, 2010.17, 2011.
 
Any stockholder who intends to present a proposal at the 20112012 annual meeting and has not sought to include the proposal in the Company’s proxy materials pursuant toRule 14a-8 must deliver notice of the proposal to the Company no later than January 29, 2011.28, 2012.
 
Any stockholder who intends to make a nomination for the Board of Directors at the 20112012 annual meeting the stockholder must deliver to the Company no later than January 28, 201127, 2012 (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 Noticeand/or this proxy statement and the 20092010 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 at215-986-5777, or write us at Investor Relations, A2-17, Unisys Corporation, Unisys Way,801 Lakeview Drive, Suite 100, Blue Bell, PA19424-0001. 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.
 
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


50

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


54

compensation. In addition, the Company has retained Innisfree M&A Incorporated           to assist in the solicitation of proxies for a fee of approximately $     , plus expenses.
 
By Order of the Board of Directors,
 
(-s- Nancy Straus Sundheim)
Nancy Straus Sundheim
Senior Vice President, General Counsel
and Secretary
 
Dated: March , 201016, 2011


5551

(PROXY CARD)
APPENDIX A
(Marked to Show Proposed Amendments)
PROPOSED AMENDMENTS TO
ARTICLE VI, SECTIONS 2, 4 AND 5 OF
RESTATED CERTIFICATE OF INCORPORATION OF
UNISYS CORPORATION
Section 2.  Terms.  The directors, other than those who may be elected by the holders of anyclass or series ofstock having a preference over the Common Stock as to dividends or upon liquidation, shall be divided into three classes, as nearly equal in number as possible, with the term of office of the first class to expire at the 1985
Preferred Stock, shall, commencing with the
 Annual Meeting of Stockholders, the term of office of the second class to expire at the 1986
scheduled to be held in calendar year 2011 (the “2011 Annual Meeting”), be elected at each
 Annual Meeting of Stockholdersand the term of office of the third class to expire at the 1987 Annual Meeting of Stockholders. At each
for a term expiring at the next
 Annual Meeting of Stockholders followingsuch initial classification and election, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election.
their election and shall remain in office until their successors shall have been elected and qualified or until their earlier death, resignation, retirement, disqualification or removal. The term of office of each director serving on the Board of Directors immediately prior to the election of directors at the 2011 Annual Meeting (other than any directors elected by holders of Preferred Stock) shall expire at the 2011 Annual Meeting, notwithstanding that any such director may have been elected for a term that extended beyond the date of the 2011 Annual Meeting, but such director may remain in office beyond the expiration of such term expiring at the 2011 Annual Meeting until a successor is elected and qualified or until such director’s earlier death, resignation, retirement , disqualification or removal.
Section 4.  Newly Created Directorships and Vacancies.  Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by a majority vote of the directors then in office,and directors so chosen
even if less than a quorum. Any director so chosen (other than a director elected by holders of Preferred Stock)
 shall hold office for a term expiring at the
next
Annual Meeting of Stockholdersat which the term of the class to which they have been elected expires
following his or her election and shall remain in office until such director’s successor shall have been elected and qualified or until such director’s earlier death, resignation, retirement, disqualification or removal
. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.
Section 5.  Removal.  Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director, or the entire Board of Directors, may be removed from office at any time,but only for
with or without
 cause and only
,
 by the affirmative vote of the holders of at least 80% of the voting power of all of the shares of the Corporation entitled to votegenerally in the election of directors
thereon
, voting together as a single class.
UNISYS Annual Meeting of Stockholders April 27, 2011 9:30 a.m. Philadelphia Marriott West 111 Crawford Avenue West Conshohocken, Pennsylvania YOUR VOTE IS IMPORTANT THANK YOU FOR VOTING Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: Notice of 2011 Annual Meeting and Proxy Statement and 2010 Annual Report are available at www.proxyvote.com. UNISYS CORPORATION PROXY FOR ANNUAL MEETING TO BE HELD APRIL 27, 2011 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints J. Edward Coleman, James J. Duderstadt and Henry C. Duques, 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 2011 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 ___ of the proxy statement. IF YOU ARE VOTING BY MAIL, PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY/VOTING INSTRUCTION CARD IN THE ENCLOSED ENVELOPE. Address change/comments: (If you noted an address change or comment above, please mark corresponding box on the reverse side.) (CONTINUED AND TO BE SIGNED ON REVERSE SIDE)


A-1

APPENDIX B
(Marked to Show Proposed Amendments)
PROPOSED AMENDMENTS TO
ARTICLE II, SECTIONS 2, 3 AND 4 OF
BYLAWS OF
UNISYS CORPORATION
Section 2.  Terms.
The directors, other than those who may be elected by the holders of anyclass orseries ofstock having a preference over the Common Stock as to dividends or upon liquidation, shall be divided into three classes, as nearly equal in number as possible, with the term of office of the first class to expire at the 1985
Preferred Stock, shall, commencing with the
 Annual Meeting of Stockholders, the term of office of the second class to expire at the 1986
scheduled to be held in calendar year 2011 (the “2011 Annual Meeting”), be elected at each
 Annual Meeting of Stockholdersand the term of office of the third class to expire at the 1987 Annual Meeting of Stockholders. At each
for a term expiring at the next
 Annual Meeting of Stockholders followingsuch initial classification and election, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting of Stockholders after their election.
their election and shall remain in office until their successors shall have been elected and qualified or until their earlier death, resignation, retirement, disqualification or removal. The term of office of each director serving on the Board of Directors immediately prior to the election of directors at the 2011 Annual Meeting (other than any directors elected by holders of Preferred Stock) shall expire at the 2011 Annual Meeting, notwithstanding that any such director may have been elected for a term that extended beyond the date of the 2011 Annual Meeting, but such director may remain in office beyond the expiration of such term expiring at the 2011 Annual Meeting until a successor is elected and qualified or until such director’s earlier death, resignation, retirement , disqualification or removal.
Section 3.  Newly Created Directorships and Vacancies.
Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by a majority vote of the directors then in office,and directors so chosen
even if less than a quorum. Any director so chosen (other than a director elected by holders of Preferred Stock)
 shall hold office for a term expiring at the
next
 Annual Meeting of Stockholdersat which the term of the class to which they have been elected expires
following his or her election and shall remain in office until such director’s successor shall have been elected and qualified or until such director’s earlier death, resignation, retirement, disqualification or removal
. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.
Section 4.  Removal.
Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director, or the entire Board of Directors, may be removed from office at any time,but only for
with or without
 cause and only, by the affirmative vote of the holders of at least 80% of the voting power of all of the shares of the Corporation entitled to votegenerally in the election of directors
thereon
, voting together as a single class.


B-1

APPENDIX C
(Marked to Show Proposed Amendments)
PROPOSED AMENDMENTS TO
ARTICLE VI, SECTION 1 OF
RESTATED CERTIFICATE OF INCORPORATION OF
UNISYS CORPORATION
Section 1.  Number.  The business and affairs of the Corporation shall be managed under the direction of the Board of Directors which, subject to any right of the holders of any series of Preferred Stock then outstanding to elect additional directors under specified circumstances, shall consist of not less than10
7
 nor more than20
15
 persons. The exact number of directors within the minimum and maximum limitations specified in the preceding sentence shall be fixed from time to time by the Board of Directors pursuant to a resolution adopted by a majority of the entire Board of Directors.


C-1

APPENDIX D
(Marked to Show Proposed Amendments)
PROPOSED AMENDMENTS TO
ARTICLE II, SECTION 1 OF
BYLAWS OF
UNISYS CORPORATION
Section 1.  Number.
The business and affairs of the Corporation shall be managed under the direction of the Board of Directors which, subject to any right of the holders of any series of Preferred Stock then outstanding to elect additional directors under specified circumstances, shall consist of not less than10
7
 nor more than20
15
 persons. The exact number of directors within the minimum and maximum limitations specified in the preceding sentence shall be fixed from time to time by the Board of Directors pursuant to a resolution adopted by a majority of the entire Board of Directors.


D-1

APPENDIX E(PROXY CARD)
UNISYS CORPORATION
2010 LONG-TERM INCENTIVE AND EQUITY COMPENSATION PLAN
Section 1.  Purpose; Definitions
The purpose of the Plan is to 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 to increases in shareholder value.
For purposes of the Plan, the following terms are defined as set forth below:
a. “AFFILIATE” means an entity which is not a Subsidiary, but in which the Company has an equity interest.
b. “ANNUAL INCENTIVE AWARD” means an Incentive Award made pursuant to Section 10 with a Performance Cycle of one year or less.
c. “AWARDS” mean grants under the Plan of Incentive Awards, Stock Options, Stock Appreciation Rights, Restricted Share Awards or Other Stock-Based Awards.
d. “BENEFICIARY” means the individual, trust or estate who or which by designation of the Participant or operation of law succeeds to the rights and obligations of the Participant under the Plan and Award agreement upon the Participant’s death.
e. “BOARD” means the Board of Directors of the Company.
f. “CAUSE” means, with respect to any Participant, the Participant (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 of the Participant shall not be deemed to be for Cause unless and until there shall have been delivered to the Participant a written notice from the Committee (after reasonable notice is provided to the Participant and the Participant is given an opportunity, together with counsel, to be heard before the Committee, which the Participant must request in accordance with Section 18(f)), finding that, in the good faith opinion of the Committee, the Participant is guilty of the conduct alleged, and specifying the particulars thereof in detail.
g. “CODE” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.
h. “COMMISSION” means the Securities and Exchange Commission or any successor agency.
i. “COMMITTEE” means the Compensation Committee of the Board or a subcommittee thereof, any successor thereto or such other committee or subcommittee as may be designated by the Board to administer the Plan.
j. “COMMON STOCK” or “STOCK” means the common stock of the Company, par value $0.01 per share.
UNISYS Unisys Corporation            VOTE BY INTERNET www.proxyvote.com - 801 Lakeview Drive, Suite 100 Use the Internet to transmit your voting instructions. Your Internet vote authorizes the named proxies Blue Bell, PA 19422 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 the cut- 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- XXX- XXXX 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 the cut- 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: X KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED. DETACH AND RETURN THIS PORTION ONLY UNISYS CORPORATION THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL NOMINEES 1. Election of directors Nominees: For Against Abstain 01) J. Edward Coleman 02) James J. Duderstadt 03) Henry C. Duques 04) Matthew J. Espe 05) Denise K. Fletcher 06) Leslie F. Kenne 07) Charles B. McQuade 08) Paul E. Weaver THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ITEMS 2, 3 AND 4 For Against Abstain 2. Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2011 3. Approval of an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock 4. Advisory vote on executive compensation THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR “1 YEAR” 1 year 2 years 3 years Abstain 5. Advisory vote on the frequency of holding an advisory vote on executive compensation Yes No Please indicate if you would like to keep your vote confidential. Mark here for address change or comments. SEE REVERSE SIDE 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 beginning on page ___ of the proxy statement . 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


E-1

k. “COMPANY” means Unisys Corporation or any successor thereto.
l. “EXCHANGE ACT” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.
m. “FAIR MARKET VALUE” means, on any date, the closing sales price of a share of Stock as reported on the New York Stock Exchange for that day, but not later than the earlier of the official close of the New York Stock Exchange or 4:00 p.m., U.S. Eastern Standard Time or Eastern Daylight Time, as the case may be.
n. “GOOD REASON” means, with respect to any Participant, (i) a material diminution in the Participant’s authority, duties or 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 Participant’s work location, at a minimum of 50 miles radius from the Participant’s then primary work location; or (iv) a material diminution in the Participant’s compensation, including base salary or annual target bonus, in each case, without the Participant’s consent. Notwithstanding the foregoing, a Participant shall not have Good Reason unless the Participant provides notice to the Company in accordance with Section 18(f) of the condition the Participant 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 Participant, and the Participant’s Termination of Employment occurs within 30 days after the lapse of the Company’s cure period; provided, however, that in the event that a Participant provides notice to the Company of a condition that the Participant 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 TreasuryRegulation Section 1.409A-1(n)(2) and guidance thereunder.
o. “INCENTIVE AWARD” means any Award made pursuant to Section 10 that is either an Annual Incentive Award or a Long-Term Incentive Award.
p. “INCENTIVE STOCK OPTION” means any Stock Option that complies with Section 422 of the Code.
q. “LONG-TERM INCENTIVE AWARD” means an Incentive Award made pursuant to Section 10 with a Performance Cycle of more than one year.
r. “NONQUALIFIED STOCK OPTION” means any Stock Option that is not an Incentive Stock Option.
s. “NORMAL RETIREMENT DATE” means the date on which the Participant is eligible to retire with unreduced benefits under a defined benefit pension plan or arrangement of the Company or one of its Subsidiaries or Affiliates or, in the event that the Participant is not a member of such a plan or arrangement, the date on which the Participant attains age 65.
t. “OTHER STOCK-BASED AWARD” means an Award made pursuant to Section 9.
u. “PARTICIPANT” shall mean an eligible employee or non-employee director who has been selected to receive an Award under the Plan in accordance with Section 3.
v. “PERFORMANCE CYCLE” means the period selected by the Committee during which the performance of the Company or any Subsidiary, Affiliate or unit thereof or any individual is measured for the purpose of determining the extent to which an Award subject to Performance Goals has been earned.


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w. “PERFORMANCE GOALS” mean the objectives for the Company or any Subsidiary, Affiliate or any unit, division or geographic region thereof or any individual that may be established by the Committee for a Performance Cycle with respect to any performance-based Awards made under the Plan. The Performance Goals for Awards that are intended to constitute “performance-based” compensation within the meaning of Section 162(m) of the Code will be based on one or more of the following criteria: earnings per share; total shareholder return; operating income; net income; cash flow; free cash flow; return on equity; return on capital; revenue growth; earnings before interest, taxes, depreciation and amortization (“EBITDA”); 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; operating cash flow; pre-tax profit; orders; revenue; customer value; or any of the foregoing criteria adjusted in a manner prescribed within the time permitted under Section 162(m) of the Code by the Committee (i) to exclude one or more specified components of the calculation thereof or (ii) to include one or more other specified items, including, but not limited to, exclusions under subsection (i) or inclusions under subsection (ii) designed to reflect changes during the Performance Cycle 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, 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).
x. “PLAN” means the Unisys Corporation 2010 Long-Term Incentive and Equity Compensation Plan, as set forth herein and as it may be amended from time to time.
y. “RESTRICTED PERIOD” means the period during which an Award may not be sold, assigned, transferred, pledged or otherwise encumbered.
z. “RESTRICTED SHARE AWARD” means an Award of shares of Restricted Stock pursuant to Section 8.
aa. “RESTRICTED STOCK” means shares of Stock awarded pursuant to Section 8 that are subject to restrictions as set forth in the Award agreement.
bb. “SPREAD VALUE” means, with respect to a share of Stock subject to an Award, an amount equal to the excess of the Fair Market Value, on the date such value is determined, over the Award’s exercise or grant price, if any.
cc. “STOCK APPRECIATION RIGHT” or “SAR” means a right granted pursuant to Section 7.
dd. “STOCK OPTION” or “OPTION” means an option granted pursuant to Section 6.
ee. “SUBSIDIARY” shall have the meaning set forth in Section 424(f) of the Code.
ff. “TERMINATION OF EMPLOYMENT” means the voluntary or involuntary termination of a Participant’s employment with the Company or a Subsidiary or Affiliate (or, in the case of a non-employee director, termination of service on the Board) for any reason, including death, disability, retirement or as a result of the divestiture of the Participant’s employer or any similar transaction in which the Participant’s employer ceases to be the Company or one of its


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Subsidiaries or Affiliates. The Committee, in its sole discretion, shall determine whether a Termination of Employment is a result of disability, and shall determine whether military or other government or eleemosynary service constitutes a Termination of Employment. To the extent necessary, “Termination of Employment” will be limited to those circumstances that constitute a “separation from service” within the meaning of Section 409A of the Code.
In addition, the terms “Business Combination,” “Change in Control,” “Incumbent Board,” “Outstanding Stock,” “Outstanding Voting Securities” and “Person” have the meanings set forth in Section 11.
Section 2.  Administration
The Plan will be administered by the Committee, which will have the power to interpret the Plan and to adopt such rules and guidelines for carrying out the Plan, as it may deem appropriate. The Committee will have the authority to adopt such modifications, procedures and subplans, consistent with the objectives of the Plan, as may be necessary or desirable to comply with the laws, regulations, practices and tax and accounting principles of the countries in which the Company or a Subsidiary or Affiliate may operateand/or to assure the economic viability of Awards made to individuals employed in such countries.
Subject to the terms of the Plan, the Committee will have the authority to determine those individuals eligible to receive Awards and the amount, type and terms of each Award and to establish and administer any Performance Goals applicable to such Awards, but, at the discretion of the Board, these determinations may be made subject to ratification by the Board.
The Committee may delegate its authority and power under the Plan in whole or in part to a subcommittee consisting of two or more non-employee directors who are “outside directors” within the meaning of Section 162(m) of the Code. The Committee may similarly delegate its authority or power under the Plan to one or more officers of the Company, subject to guidelines prescribed by the Committee, with respect to Participants who are not subject to Section 16 of the Exchange Act and who are not “covered employees” within the meaning of Section 162(m) of the Code.
Any determination made by the Committee or pursuant to delegated authority in accordance with the provisions of the Plan with respect to any Award will be made in the sole discretion of the Committee or such delegate, and all decisions made by the Committee or any appropriately designated officer pursuant to the provisions of the Plan will be final and binding on all persons, including the Company and Plan Participants, but subject to ratification by the Board if the Board so provides.
Section 3.  Eligible Participants
Participants in the Plan shall be such employees of the Company and its Subsidiaries or Affiliates, including elected officers, and non-employee directors of the Company, that are selected by the Committee, in its sole discretion, from time to time to receive an Award under the Plan. The Plan is discretionary in nature, and the grant of Awards by the Committee is voluntary and occasional. The Committee’s selection of an eligible employee to receive an Award in any year or at any time shall not require the Committee to select such employee to receive an Award in any other year or at any other time. The selection of an employee to receive one type of Award under the Plan does not require the Committee to select such employee to receive any other type of Award under the Plan. The Committee shall consider such factors as it deems pertinent in selecting Participants and in determining the type and amount of their respective Awards.


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Section 4.  Stock Subject to Plan
(a) NUMBER OF SHARES.  The number of shares of Stock authorized for issuance under the Plan will be 4.0 million shares. Any or all of the authorized shares may be issued pursuant to the exercise of Stock Options awarded under the Plan, and all such shares may be issued pursuant to the exercise of Incentive Stock Options. If any Award is cashed out or exercised or terminates or expires without a payment being made to the Participant in the form of Stock, the shares subject to such Award, if any, will again be available for issuance in connection with Awards under the Plan. Notwithstanding the foregoing, however:
(1) (i) shares of Stock tendered in payment of the exercise price of an Option, (ii) shares of Stock withheld by the Company to satisfy any tax withholding obligation with respect to an Award, and (iii) shares of Stock that are repurchased by the Company on the open market with the proceeds of the exercise of an Option, may not again be available for issuance in connection with Awards under the Plan.
(2) if the Spread Value of a SAR is paid in shares of Stock, the shares representing the excess, if any, of (i) the number of shares of Stock subject to the SAR over (ii) the number of shares of Stock delivered in payment of the Spread Value may not again be available for issuance in connection with Awards under the Plan.
(b) ADJUSTMENTS.  The following adjustments may be to the number and kind of shares reserved for issuance under the Plan, the number, kind and price of shares subject to outstanding Awards and the Award limits under the Plan:
(1) In the event of any merger, reorganization, consolidation, recapitalization, share exchange, stock dividend, stock split, reverse stock split,split-up, spin-off, issuance of rights or warrants or other change in corporate structure affecting the Stock after adoption of the Plan by the Board, the aggregate number and kind of shares reserved for issuance under the Plan, the number, kind and price of shares subject to outstanding Awards and the Award limits set forth in Sections 4 and 5 shall be proportionately substituted for or adjusted to reflect such change in corporate structure, provided, however, that any such substitutions or adjustments will be consistent with the treatment of shares of Stock not subject to the Plan, and with respect to Stock Options and SARs, such that (i) on an aggregate basis, the Spread Value with respect to such Stock Options or SARs immediately after the change does not exceed the Spread Value immediately before the change, (ii) on a share by share basis, the ratio of the Fair Market Value of the shares of Stock subject to such Stock Options or SARs to the exercise price for such shares is not more favorable to the Participant immediately after the change as compared to such ratio immediately before the change, (iii) to the extent new Stock Options or SARs are granted, any old, related Stock Options or SARs shall be cancelled, (iv) all other terms of the Stock Options or SARs remain the same except to the extent they become inoperative by reason of the transaction, and (v) no additional benefits are provided under any new or adjusted Stock Options or SARs.
(2) The Board may also make adjustments as described above in the event of any distribution of assets to shareholders other than a normal cash dividend.
In determining adjustments to be made under this Section 4, the Board may take into account such factors as it deems appropriate, including (i) the restrictions of applicable law, (ii) the potential tax consequences of an adjustment and (iii) the possibility that some Participants might receive an adjustment and a distribution or other unintended benefit, and in light of such factors or circumstances may make adjustments that are not uniform or proportionate among outstanding Awards, modify vesting dates, defer the delivery of stock certificates or make other


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equitable adjustments. Any such adjustments to outstanding Awards will be effected in a manner that precludes the enlargement of rights and benefits under such Awards. Adjustments, if any, and any determinations or interpretations, including any determination of whether a distribution is other than a normal cash dividend, made by the Board shall be final, binding and conclusive.
Section 5.  Awards — General Terms and Limitations
(a) AWARDS GRANTED AT FAIR MARKET VALUE.  The exercise price of a Stock Option and the grant price of an SAR may not be less than 100% of the Fair Market Value on the date of grant. In addition, to the extent that the value of an Other Stock-Based Award is based on Spread Value, the grant price for the Other Stock-Based Award may not be less than 100% of the Fair Market Value on the date of grant. Notwithstanding the foregoing, in connection with any reorganization, merger, consolidation or similar transaction in which the Company or any Subsidiary or Affiliate of the Company is a surviving corporation, the Committee may grant Stock Options, SARs or Other Stock-Based Awards in substitution for similar awards granted under a plan of another party to the transaction and may adjust Awards under this Plan, and in such a case the exercise price or grant price of the substituted Stock Options, SARs or Other Stock-Based Awards granted by the Company may equal or exceed 100% of the Fair Market Value on the date of grant reduced by any unrealized gain existing as of the date of the transaction in the option, stock appreciation right or other award being replaced; provided, however, that the exercise price, grant price or other adjustment does not exceed the price or adjustment permitted for the grant not to be considered a new grant in accordance with regulations under Section 409A of the Code and Section 424 of the Code for an Incentive Stock Option.
(b) ANNUAL AWARD LIMITATION.  The total number of shares of Restricted Stock and other shares of Stock subject to or underlying Stock Options, SARs and Other Stock-Based Awards awarded to any Participant during any year may not exceed (i) 600,000 shares, multiplied by (ii) the number of calendar years during which the Participant was eligible to participate in the Plan in accordance with Section 3 above, and reduced by (iii) the number of shares with respect to which the Participant has received awards of Restricted Stock, Stock Options, SARsand/or Other Stock-Based Awards under the Plan. An Annual Incentive Award paid to a Participant with respect to any Performance Cycle may not exceed $5,000,000. A Long-Term Incentive Award paid to a Participant with respect to any Performance Cycle may not exceed $3,000,000 times the number of years in the Performance Cycle.
(c) PERFORMANCE-BASED AWARDS.  In the discretion of the Committee, any Award granted pursuant to the Plan may be designated as a performance-based award intended to qualify, through the application of Performance Goals over a specified Performance Cycle, as “performance-based compensation” within the meaning of Code Section 162(m).
(d) MINIMUM VESTING PERIODS.  Except in the case of a new-hire Award or under such other circumstances deemed appropriate by the Committee, no Stock Option, Stock Appreciation Right, Restricted Share Award or Other Stock-Based Award may be granted with a vesting period of less than one year.
Section 6.  Stock Options
(a) STOCK OPTION AWARDS.  A Stock Option represents the right to purchase a share of Stock at a predetermined exercise price. Stock Options granted under the Plan will be in the form of Incentive Stock Options or Nonqualified Stock Options. The terms and conditions of each Stock Option Award, including the Stock Option term, exercise price, applicable vesting periods and any other restrictions/conditions on exercise, will be determined in the sole discretion of the Committee and will be set forth in an Award agreement.


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(b) DURATION OF STOCK OPTIONS.  Stock Options will terminate after the first to occur of the following:
(1) Expiration of the Stock Option as provided in the applicable Award agreement;
(2) Termination of the Stock Option Award, as provided in Section 6(d), following the Participant’s Termination of Employment; or
(3) Ten years from the date of grant.
(c) ACCELERATION/EXTENSION OF EXERCISE TIME.  The Committee, in its sole discretion, shall have the right (but shall not in any case be obligated) to permit purchase of shares under any Stock Option prior to the time such Option would otherwise vest under the terms of the applicable Award agreement. In addition, the Committee, in its sole discretion, shall have the right (but shall not in any case be obligated) to permit any Stock Option granted under the Plan to be exercised after its termination date described in Section 6(d), but in no event later than the last day of the term of the Stock Option as set forth in the applicable Award agreement. Notwithstanding the foregoing, the Committee will not extend the exercise period of any Option to the extent that the extension would cause the Option to be considered nonqualified deferred compensation subject to the provisions of Section 409A of the Code.
(d) EXERCISE OF STOCK OPTIONS UPON TERMINATION OF EMPLOYMENT.  Except as otherwise provided in this Section 6(d) or in Section 6(c), or as otherwise expressly provided in a Participant’s Award agreement as authorized by the Committee, the right of the Participant to exercise Stock Options shall terminate upon the Participant’s Termination of Employment, regardless of whether or not the Stock Options were vested in whole or in part on the date of Termination of Employment.
(1) Disability or Normal Retirement.Upon a Participant’s Termination of Employment by reason of disability or retirement on or afterhis/her Normal Retirement Date, a Participant may, within five years after the Termination of Employment, exercise all or a part ofhis/her Stock Options that were vested upon such Termination of Employment (or which became vested at a later date pursuant to Section 6(d)(3) below). In no event, however, may any Stock Option be exercised later than the last day of the term of the Stock Option as set forth in the applicable Award agreement.
(2) Death.In the event of the death of a Participant while employed by the Company or a Subsidiary or Affiliate, or within the additional period of time from the date of Termination of Employment and prior to the termination of the Stock Option as permitted under Section 6(d)(1) or Section 6(d)(3)(B), to the extent that the right to exercise the Stock Option had vested as of the date of the Participant’s death, the right of the Participant’s Beneficiary to exercise the vested portion of the Stock Option shall expire on the earliest of (A) five years from the date of the Participant’s death, (B) five years from the date of the Participant’s Termination of Employment, (C) the last day of the term of the Stock Option as set forth in the applicable Award agreement or (D) such other date set forth in the Award agreement as authorized by the Committee.
(3) Termination of Employment at Age 55 with Five Years of Service.Notwithstanding anything in this Section 6 to the contrary, unless otherwise provided in the applicable Award agreement, if Termination of Employment occurs after the Participant has attained age 55 and completed five years of service with the Companyand/or its Subsidiaries or Affiliates and Termination of Employment is not for Cause, (A) the Participant shall continue to vest in each ofhis/her Stock Options in accordance with the vesting schedules set forth in the applicable Award agreements, and (B) the Participant may exercisehis/her Stock Options, to the extent that the Stock Options have vested as of the Termination of Employment or thereafter in accordance with


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Section 6(d)(3)(A), for a period of five years from the date of the Participant’s Termination of Employment. In no event, however, may any Stock Option be exercised later than the last day of the term of the Stock Option as set forth in the applicable Award agreement.
(e) EXERCISE PROCEDURES.  Subject to the applicable Award agreement, Stock Options may be exercised, in whole or in part, by giving written notice of exercise to the Company or its designee specifying the number of shares to be purchased. This notice must be accompanied by payment in full of the exercise price by certified or bank check or such other instrument as the Company or its designee may accept. If authorized by the Committee, payment in full or in part may also be made (1) in the form of Stock already owned by the Participant valued at the Fair Market Value on the date the Stock Option is exercised, or (2) through a cashless exercise program authorized by the Company.
(f) INCENTIVE STOCK OPTIONS.  Except as otherwise expressly provided in the Plan, the Committee may designate, at the time of grant, that the Stock Option is an Incentive Stock Option under Section 422 of the Code. Whenever possible, each provision of the Plan and applicable Award agreement shall be interpreted in such a manner as to entitle the Stock Option to the tax treatment afforded by Section 422 of the Code. If any provision of the Plan or any Option designated by the Committee as an Incentive Stock Option shall be held not to comply with requirements necessary to entitle such Option to such tax treatment, then (1) such provision shall be deemed to have contained from the outset such language as shall be necessary to entitle the Option to the tax treatment afforded under Section 422 of the Code, and (2) all other provisions of the Plan and the Award agreement shall remain in full force and effect. If any agreement covering a Stock Option designated by the Committee to be an Incentive Stock Option under this Plan shall not explicitly include any terms required to entitle such Incentive Stock Option to the tax treatment afforded by Section 422 of the Code, all such terms shall be deemed implicit in the designation of such Option and the Option shall be deemed to have been granted subject to all such terms. In no event will an Option that is not specifically designated as an Incentive Stock Option be treated as an Incentive Stock Option.
Section 7.  Stock Appreciation Rights
(a) STOCK APPRECIATION RIGHTS AWARDS.  A SAR represents the right to receive a payment, in cash, shares of Stock or both (as determined by the Committee), equal to the Spread Value on the date the SAR is exercised. The grant price of a SAR and all other applicable terms and conditions will be established by the Committee in its sole discretion and will be set forth in the applicable Award agreement. Subject to the terms of the applicable Award agreement, a SAR will be exercisable, in whole or in part, by giving written notice of exercise to the Company, but in no event will a SAR be exercisable later than the tenth anniversary of the date on which it was granted.
Section 8.  Restricted Stock
(a) RESTRICTED SHARE AWARDS.  The Committee may grant to any Participant an Award of shares of Common Stock in such quantity, and on such terms, conditions and restrictions (whether based on Performance Goals, periods of service or otherwise) as the Committee shall establish in its sole discretion. The terms of any Restricted Share Award granted under this Plan shall be set forth in an Award agreement.
(1) Issuance of Restricted Stock.As soon as practicable after the date of grant of a Restricted Share Award by the Committee, the Company shall register in the books of the Company, shares of Common Stock, evidencing the shares of Restricted Stock covered by the Award, but subject to forfeiture to the Company as of the date of grant if an Award agreement with respect to the


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Restricted Stock covered by the Award is not duly executed by the Participant and timely returned to the Company. At the discretion of the Company, the shares will be registered on behalf of the Participant in book entry form or will be registered in the name of the Participant with a stock certificate, appropriately legended to reference the applicable restrictions, duly issued. All shares of Common Stock covered by Awards under this Section 8 shall be subject to the restrictions, terms and conditions contained in the Award agreement.
(2) Stockholder Rights.Beginning on the date of grant of the Restricted Share Award and subject to execution of the Award agreement provided for in Section 8(a)(1), the Participant will become a stockholder of the Company with respect to all shares represented under the Award agreement and shall have all of the rights of a stockholder, including, but not limited to, the right to vote such shares and the right to receive any dividends (or dividend equivalents) paid on such shares; provided, however, that any shares of Common Stock distributed as a dividend or otherwise with respect to any shares of Restricted Stock as to which the restrictions have not yet lapsed shall be subject to the same restrictions as such Restricted Stock and shall be represented by book entry and held as prescribed in this Section 8.
(3) Restriction on Transferability.None of the shares of Restricted Stock may be assigned or transferred (other than by will or the laws of descent and distribution, or to an inter vivos trust with respect to which the Participant is treated as the owner under Sections 671 through 677 of the Code), pledged or sold prior to the lapse of the restrictions applicable to the shares.
(4) Delivery of Shares Upon Vesting.Upon the expiration or earlier termination of the Restricted Period without forfeiture and the satisfaction of or release from any other conditions prescribed by the Committee, or at such earlier time as provided under the provisions of Section 8(b)(2), the restrictions applicable to the Restricted Stock shall lapse. As promptly as administratively feasible thereafter, the Company shall deliver to the Participant or, in case of the Participant’s death, to the Participant’s Beneficiary, a stock certificate for the appropriate number of shares of Common Stock, free of all such restrictions, except for any restrictions that may be imposed by law, unless the Company has made arrangements to have shares of Common Stock held at a bank or other appropriate institution in non-certified form. The appropriate number of shares shall equal the number of shares Restricted Stock with respect to which the restrictions have lapsed, less the number of shares of Common Stock whose Fair Market Value as of the date on which the restrictions lapse is equal to such amount as is determined by the Company to be sufficient to satisfy applicable federal, state and local withholding tax requirements. The Company shall remit in a timely manner to the appropriate taxing authorities the amount so withheld. Although the Stock certificate delivered to the Participant or the Participant’s Beneficiary will be for a net number of shares, the Participant or the Participant’s Beneficiary shall be considered, for tax purposes, to have received a number of shares of Common Stock equal to the full number of shares of Restricted Stock with respect to which the restrictions have lapsed.
(b) TERMS OF RESTRICTED STOCK.
(1) Forfeiture of Restricted Stock.Subject to Section 8(b)(2) and Section 11, all of the shares of Restricted Stock with respect to a Restricted Share Award shall be forfeited and returned to the Company and all rights of the Participant with respect to such Restricted Stock shall terminate unless the Participant continues in the service of the Company or a Subsidiary or an Affiliate as an employee or a non-employee director until the expiration of the Restricted Period and satisfies any other conditions set forth in the Award agreement.
(2) Waiver of Restricted Period.Notwithstanding anything contained in this Section 8 to the contrary, the Committee may, in its sole discretion, waive the Restricted Period and any other


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conditions set forth in any Award agreement under certain circumstances (including the death, disability or retirement of the Participant or a material change in circumstances arising after the date of an Award) and subject to such terms and conditions (including forfeiture of a proportionate number of the shares of Restricted Stock) as the Committee shall deem appropriate.
Section 9.  Other Stock-Based Awards
(a) OTHER STOCK-BASED AWARDS.  The Committee may grant Awards, other than Stock Options, SARs or Restricted Share Awards, that are denominated in, valued in whole or in part by reference to, or otherwise based on or related to, Stock. The purchase, exercise, exchange or conversion of Other Stock-Based Awards granted under this Section 9 and all other terms and conditions applicable to the Awards will be determined by the Committee in its sole discretion and will be set forth in an applicable Award agreement.
Section 10.  Incentive Awards
(a) INCENTIVE AWARDS.  Incentive Awards are performance-based Awards that are expressed in U.S. currency, but that may be payable in the form of cash, Stock or a combination of both. Incentive Awards may be either Annual Incentive Awards or Long-Term Incentive Awards. The target amount of the Award, the Performance Goals and 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. Except as otherwise specifically provided in an Award agreement, payment with respect to an Incentive Award will be made during the calendar year following the year in which the Performance Cycle to which the Incentive Award relates ends.
Section 11.  Change in Control Provisions
(a) IMPACT OF EVENT.  Notwithstanding any other provision of the Plan to the contrary, and except to the extent expressly provided otherwise in an Award agreement, in the event of a Change in Control:
(1) Stock Options.In the event of a Participant’s Termination of Employment either involuntarily by the Company, other than for Cause, or for Good Reason within two years following the date of the Change in Control, all of the Participant’s Stock Options outstanding as of the date ofhis/her Termination of Employment will become fully vested and will be exercisable in accordance with procedures established by the Committee. The provisions of this Section 11(a)(1) will not be applicable to any Stock Options granted to a Participant if the Change in Control results from the Participant’s beneficial ownership (within the meaning of Rule 13d(3) under the Exchange Act) of Stock or Voting Securities.
(2) Stock Appreciation Rights.In the event of a Participant’s Termination of Employment either involuntarily by the Company, other than for Cause, or for Good Reason within two years following the date of the Change in Control, all of the Participant’s SARs outstanding as of the date ofhis/her Termination of Employment will become fully vested and will be exercisable in accordance with procedures established by the Committee. The provisions of this Section 11(a)(2) will not be applicable to any SARs granted to a Participant if the Change in Control results from the Participant’s beneficial ownership (within the meaning of Rule 13d(3) under the Exchange Act) of Stock or Voting Securities.
(3) Restricted Stock.The restrictions and other conditions applicable to any shares of Restricted Stock held by a Participant will lapse and the shares of Restricted Stock will become fully vested in the event of the Participant’s Termination of Employment either involuntarily by


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the Company, other than for Cause, or for Good Reason within two years following the date of the Change in Control.
(4) Incentive Awards.Any Incentive Awards relating to Performance Cycles before the Performance Cycle in which the Change in Control occurs that have been earned but not paid will become immediately payable in cash upon the Change in Control. In addition, in the event of a Participant’s Termination of Employment either involuntarily by the Company, other than for Cause, or for Good Reason within two years following the date of the Change in Control, any Incentive Award awarded to the Participant for a Performance Cycle that has not been completed at the time ofhis/her Termination of Employment will be deemed to be satisfied at the target level for the Performance Cycle, and payment with respect to the Incentive Award will be made in cash upon the Termination of Employment. Notwithstanding the foregoing, if the Committee in its sole discretion determines that any Incentive Award would be considered nonqualified deferred compensation within the meaning of Section 409A of the Code, then a Participant’s entitlement to payment with respect to the Incentive Award will be determined as described above in this Section 11(a)(4), but payment with respect to such Incentive Award for a Participant who is a “specified employee” within the meaning of Section 409A of the Code and as designated by the Committee will be made on the first day of the seventh month following the date of the Participant’s Termination of Employment.
(5) Other Stock-Based Awards.Other Stock-Based Awards that vest solely on the basis of the passage of time will be treated in connection with a Change in Control in the same manner as are Restricted Share Awards, as described in Section 11(a)(3) above. Other Stock-Based Awards that vest on the basis of the satisfaction of performance criteria will be treated in connection with a Change in Control in the same manner as are Incentive Awards, as described in Section 11(a)(4) above, except that payment will be made only in shares of Stock. Notwithstanding the foregoing, if the Committee in its sole discretion determines that any Other Stock-Based Award would be considered nonqualified deferred compensation within the meaning of Section 409A of the Code, then a Participant’s entitlement to payment with respect to the Other Stock-Based Award will be determined as described above in this Section 11(a)(5), but payment with respect to such Other Stock-Based Award for a Participant who is a “specified employee” within the meaning of Section 409A of the Code and as designated by the Committee will be made on the first day of the seventh month following the date of the Participant’s Termination of Employment.
(b) DEFINITION OF CHANGE IN CONTROL.  A “Change in Control” means any of the following events:
(1) 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 ofRule 13d-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 paragraph (3) of this Section 11(b); or


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(2) Individuals who, as of the effective date of the Plan, 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
(3) 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 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 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; or
(4) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.
Section 12.  Plan Amendment and Termination
The Board may amend, suspend or terminate the Plan at any time, provided that no such amendment will be made without stockholder approval if such approval is required under applicable law, or if such amendment would increase the total number of shares of Stock that may be distributed under the Plan. Except as otherwise provided under Section 4, Stock Options may not be repriced (whether through modification of the exercise price of the Stock Option after the date of grant or through an option exchange program) without the approval of the Company’s stockholders.
Except as set forth in any Award agreement, no amendment or termination of the Plan may materially and adversely affect any outstanding Award under the Plan without the Award recipient’s consent.


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Section 13.  Payments and Payment Deferrals
Payment of Awards may be in the form of cash, Stock, other Awards or combinations thereof as the Committee may determine, and with such restrictions as it may impose. The Committee, either at the time of grant or by subsequent amendment, may require or permit deferral of the payment of Awards under such rules and procedures as it may establish. It also may provide that deferred settlements include the payment or crediting of interest or other earnings on the deferred amounts, or the payment or crediting of dividend equivalents where the deferred amounts are denominated in Stock equivalents. Notwithstanding the foregoing, (a) no action will be taken or authorized pursuant to this Section 13 to the extent that it would violate the requirements of Section 409A of the Code or cause any Stock Option or SAR to be considered to provide for the deferral of compensation within the meaning of Section 409A of the Code, and (b) the Committee shall not provide for a cash buyout of any Options or the cancellation of any Options for a payment in cash at a time when the Spread Value with respect to the Stock Options is less than zero without shareholder approval.
Section 14.  Dividends and Dividend Equivalents
The Committee may provide that any Awards under the Plan, other than Stock Options or SARs, earn dividends or dividend equivalents. Such dividends or dividend equivalents may be paid currently or may be credited to a Participant’s Plan account. Any crediting of dividends or dividend equivalents may be subject to such restrictions and conditions as the Committee may establish, including reinvestment in additional shares of Stock or Stock equivalents to the extent permitted by applicable law. Any grant of dividends or dividend equivalents to the extent the grant is made to a Participant who is or could be subject to Section 409A of the Code with respect to such grant or any Award to which the grant is related shall be made on such terms either that shall comply with the requirements of Section 409A of the Code or that are not subject to Section 409A of the Code.
Section 15.  Transferability
Except to the extent permitted by the Award agreement, either initially or by subsequent amendment, Awards will not be transferable or assignable other than by will or the laws of descent and distribution, and will be exercisable during the lifetime of the recipient only by the recipient.
Section 16.  Award Agreements
Each Award under the Plan will be evidenced by a written agreement (which need not be signed by the recipient unless otherwise specified by the Committee or otherwise provided under the Plan) that sets forth the terms, conditions and limitations for each Award. Such terms may include, but are not limited to, the term of the Award, vesting and forfeiture provisions, and the provisions applicable in the event of the recipient’s Termination of Employment. The Committee may amend an Award agreement, provided that no such amendment may materially and adversely affect an outstanding Award without the Award recipient’s consent.
Section 17.  Unfunded Status of Plan
It is presently intended that the Plan constitute an “unfunded” plan for incentive and deferred compensation. The Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Stock or make payments; however, unless the Committee otherwise determines, the structure of such trusts or other arrangements must be consistent with the “unfunded” status of the Plan.


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Section 18.  General Provisions
(a) The Committee may require each person acquiring shares of Stock pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the shares without a view to the distribution thereof. The certificates for such shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer.
All certificates for shares of Common Stock or other securities delivered under the Plan will be subject to such stock transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Commission, any stock exchange upon which the Stock is then listed and any applicable Federal, state or foreign securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.
Payment of Awards in Stock or otherwise shall not be made unless the payment and the issuance and delivery of shares of Stock pursuant thereto comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the Stock may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.
(b) Nothing contained in this Plan will prevent the Company or a Subsidiary or Affiliate from adopting other or additional benefit arrangements for its employees or directors.
(c) The adoption of the Plan will not confer upon any employee any right to continued employment nor will it interfere in any way with the right of the Company or a Subsidiary or Affiliate to terminate the employment of any employee at any time. To the extent that an employee of a Subsidiary or Affiliate receives an Award under the Plan, that Award can in no event be understood or interpreted to mean that the Company is the employee’s employer or that the employee has an employment relationship with the Company.
(d) Except as otherwise provided under Section 8(a)(4), no later than the date as of which an amount first becomes includible in the gross income of the Participant for Federal, state, local, or foreign income or social security tax purposes with respect to any Award under the Plan, the Participant will pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any Federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Committee, withholding obligations arising from an Award may be settled with Stock, including Stock that is part of, or is received upon exercise or conversion of, the Award that gives rise to the withholding requirement. The obligations of the Company under the Plan will be conditional on such payment or arrangements, and the Company and its Subsidiaries or Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Participant. The Committee may establish such procedures as it deems appropriate, including the making of irrevocable elections, for the settling of withholding obligations with Stock.
(e) On receipt of written notice of exercise, the Committee may elect to cash out all or a portion of the shares of Stock for which a Stock Option is being exercised by paying the Participant an amount, in cash or Stock, equal to the Spread Value of such shares on the date such notice of exercise is received.
(f) All notices of Good Reason to the Company, requests for hearings by the Committee with respect to a termination for Cause and any other communications to the Company related thereto


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shall be in writing and shall be given by hand delivery or by registered or certified mail, return receipt requested, postage prepaid, addressed to the Company as follows:
Township Line & Union Meeting Roads
Unisys Way
Blue Bell, Pennsylvania 19424
United States of America
Attention: General Counsel
or to such other address as the Company shall have furnished to the Participant in writing. All notices and communications hereunder shall be effective when actually received by the addressee.
(g) The Plan and all Awards made and actions taken thereunder will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to Pennsylvania’s conflict of laws rules.
(h) If any provision of the Plan is held invalid or unenforceable, the invalidity or unenforceability will not affect the remaining parts of the Plan, and the Plan will be enforced and construed as if such provision had not been included.
(i) Any reference in the Plan to a provision of the Code, the Exchange Act or other law may be interpreted by the Committee, in its discretion, to encompass any successor provision of the law.
(j) If approved by stockholders of the Company, the Plan will be effective as of April 29, 2010.
(k) No Award may be granted under the Plan after April 28, 2020.


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