UNISYS CORPORATION
The Unisys Corporation 2003 Long-Term Incentive and Equity Compensation Plan
Restricted Stock Unit Agreement
Unisys Corporation, a Delaware corporation (the "Company" or "Unisys"),
hereby grants to the participant named below (the "Participant") an award (the
"Award") of restricted stock units in accordance with Section 9 of The Unisys
Corporation 2003 Long-Term Incentive and Equity Compensation Plan (the "Plan").
Each restricted stock unit (hereinafter referred to as a "Restricted Stock Unit"
or "Unit") represents an obligation of the Company to pay to the Participant up
to a maximum of one and one-half shares of Company Common Stock on (i) the
applicable vesting date or (ii) such earlier date as payment may be due under
this agreement (the "Agreement"), for each Unit that vests on such date,
provided that the conditions precedent to such payment have been satisfied.
Participant: FULL NAME
Employee ID: PEOPLE SOFT ID NUMBER
Number of Restricted Stock Units
Subject to Time-Based Vesting:
Number of Restricted Stock Units
Subject to Performance-Based
Vesting:
Total Number of Restricted
Stock Units Awarded: NUMBER OF UNITS
Date of Grant: GRANT DATE
Vesting Schedule: The Vesting Schedule for time-
based and performance-based
Units is set forth in Appendix A
to this Agreement.
Except as otherwise expressly provided in this Agreement, the Award is
made under, and is subject to, the terms of the Plan. (Unless otherwise
provided herein, capitalized terms in this Agreement have the same meaning as
ascribed to such terms in the Plan.) The terms of the Award are as follows:
1. This Agreement must be executed by the Participant and duly returned in
its entirety to Equity Agreement Administration, c/o Office of the General
Counsel, MS E8-114, Unisys Corporation, Unisys Way, Blue Bell, PA 19424, in
order to become effective. This Agreement will have no force or effect
whatsoever if it is not executed and received in its entirety on or before
AGREEMENT RETURN DATE.
2. The Participant's right to any payment under this Award may not be
assigned, transferred (otherwise than by will or the laws of descent and
distribution), pledged or sold.
3. Except as otherwise provided under the terms of the Plan or this
Agreement, all Restricted Stock Units awarded under this Agreement that have
not vested will be forfeited and all rights of the Participant with respect to
such Units will terminate without any payment by the Company upon Termination
of Employment by the Participant prior to the applicable vesting date for such
Units, as set forth in Appendix A (the "Vesting Date").
4. If Termination of Employment (other than for cause or for a reason that is
comparable to termination for cause under local law) occurs after the
Participant has attained age 55 and completed five years of service with the
Company and/or its Subsidiaries or Affiliates, Participant (or Participant's
Beneficiary in the case of Participant's death after Termination of Employment
as set forth in this paragraph 4) shall continue to vest in any unvested time-
based Units after Termination of Employment in accordance with the vesting
schedule for such Units, as set forth in Appendix A. For purposes of the
Award, the Committee shall have the exclusive discretion to determine if and
when Termination of Employment has occurred for cause or for a reason that is
comparable to termination for cause under local law.
5. In the event of a Change in Control prior to the Vesting Date, the
Participant, if still in the active employment of the Company, a Subsidiary or
an Affiliate as of the date of the Change in Control, will receive a payment
with respect to each Unit not vested as of the date of the Change in Control,
as follows:
a. Any time-based Units not vested as of the date of the Change in
Control will become fully vested and the shares of Company Common Stock subject
to Participant's time-based Units will be issued to the Participant.
b. Any performance-based Units will become payable pursuant to the
rules under Section 11(a)(4) of the Plan, provided, however, that,
notwithstanding any language to the contrary in Section 11(a)(4) of the Plan,
the Units will be paid only in shares of Company Common Stock. If such payment
were to result in the issuance of a fractional share of Company Common Stock,
such payment will be rounded down to the nearest whole share.
6. Each payment that may become due hereunder shall be made only in shares of
Company Common Stock, provided, however, that if such payment were to result in
the issuance of a fractional share of Company Common Stock, such payment will
be rounded up to the nearest whole share. Such shares will be issued to the
Participant (or to Participant's Beneficiary if the Company has been properly
notified of the Participant's death after Termination of Employment as set
forth in paragraph 4) as soon as practicable after the relevant Vesting Date,
but in any event, within the period ending on the later to occur of the date
that is two and one-half months from the end of (i) Participant's tax year that
includes the Vesting Date, or (ii) the Company's tax year that includes the
Vesting Date.
7. This Agreement has been made in and shall be construed under and in
accordance with the laws of the Commonwealth of Pennsylvania.
8. The greatest assets of Unisys* are its employees, technology and customers.
In recognition of the increased risk of unfairly losing any of these assets to
its competitors, Unisys has adopted the following policy. By accepting this
Award, Participant agrees that:
a. During employment and for twelve months after leaving Unisys,
Participant will not: (a) directly or indirectly solicit or attempt to
influence any employee of Unisys to terminate his or her employment with
Unisys, except as directed by Unisys; (b) directly or indirectly solicit or
divert to any competing business any customer or prospective customer to which
Participant was assigned during the eighteen months prior to leaving Unisys; or
(c) perform services for any Unisys customer or prospective customer, of the
type Participant provided while employed by Unisys for any Unisys customer or
prospective customer for which Participant worked during the eighteen months
prior to leaving Unisys.
b. Participant previously signed the Unisys Employee Proprietary
Information, Invention and Non-Competition Agreement in which he or she agreed
not to disclose, transfer, retain or copy any confidential or proprietary
information during or after the term of Participant's employment, and
Participant acknowledges his or her continuing obligations under that agreement.
Attached is a copy of the agreement reminding Participant of these important
obligations.
c. Participant agrees that Unisys shall be entitled to preliminary and
permanent injunctive relief, without the necessity of proving actual damages,
in the event of a breach of the covenants contained in this paragraph 8.
d. Participant agrees that Unisys may assign the right to enforce the
non-solicitation and non-competition obligations of Participant described in
paragraph 8(a) to its successors and assigns without any further consent from
Participant.
e. The provisions contained in this paragraph 8 shall survive the
termination of Participant's employment and may not be modified or amended
except by a writing executed by Participant and the Chairman of the Board of
Unisys Corporation.
- ------
* For purposes of this paragraph 8, the term Unisys shall include the Company
and all of its Subsidiaries and Affiliates.
9. In accepting the Award, Participant acknowledges that: (i) the Plan is
established voluntarily by the Company, it is discretionary in nature and it
may be amended, suspended or terminated by the Company at any time, unless
otherwise provided in the Plan and this Agreement; (ii) the grant of the Award
is voluntary and occasional and does not create any contractual or other right
to receive future grants of Units, or benefits in lieu of Units even if Units
have been granted repeatedly in the past; (iii) all decisions with respect to
future awards, if any, will be at the sole discretion of the Committee; (iv)
Participant's participation in the Plan shall not create a right to further
employment with Participant's employer and shall not interfere with the ability
of Participant's employer to terminate Participant's employment relationship at
any time with or without cause; (v) Participant's participation in the Plan is
voluntary; (vi) the Award is an extraordinary item that does not constitute
compensation of any kind for services of any kind rendered to the Company or
Participant's employer, and that is outside the scope of Participant's
employment contract, if any; (vii) the Award is not part of normal or expected
compensation or salary for any purposes, including, but not limited to,
calculating any severance, resignation, redundancy or end of service payments,
bonuses, long-service awards, pension or retirement or welfare benefits or
similar payments and in no event should be considered as compensation for, or
relating in any way to, past services for the Company or Participant's employer;
(viii) in the event that Participant is not an employee of the Company, the
Award will not be interpreted to form an employment contract or relationship
with the Company; and furthermore, the Award will not be interpreted to form an
employment contract with Participant's employer or any Subsidiary or Affiliate
of the Company; (ix) the future value of the underlying shares of Common Stock
is unknown and cannot be predicted with certainty; (x) in consideration of the
Award, no claim or entitlement to compensation or damages shall arise from
termination of the Award or diminution in value of the shares of Stock received
when the Award becomes vested resulting from Termination of Employment by the
Company or Participant's employer (for any reason whatsoever and whether or not
in breach of local labor laws), and Participant irrevocably releases the
Company and Participant's employer from any such claim that may arise; if,
notwithstanding the foregoing, any such claim is found by a court of competent
jurisdiction to have arisen, then, by signing this Agreement, Participant shall
be deemed irrevocably to have waived his or her entitlement to pursue such
claim; (xi) except as otherwise provided by the Committee, in the event of
Termination of Employment (whether or not in breach of local labor laws),
Participant's right to receive an Award and vest in the Award under the Plan,
if any, will terminate effective as of the date that Participant is no longer
actively employed and will not be extended by any notice period mandated under
local law (e.g., active employment would not include a period of "garden leave"
or similar period pursuant to local law); the Committee shall have the
exclusive discretion to determine when Participant is no longer actively
employed for purposes of the Award; (xii) the Company is not providing any tax,
legal or financial advice, nor is the Company making any recommendations
regarding Participant's participation in the Plan, or the Participant's
acquisition or sale of the underlying shares of Company Common Stock; and
(xiii) Participant is hereby advised to consult with his or her own personal
tax, legal and financial advisors regarding Participant's participation in the
Plan before taking any action related to the Plan.
10. Regardless of any action the Company or Participant's employer takes with
respect to any or all income tax, social insurance, payroll tax, or other tax-
related withholding ("Tax-Related Items"), Participant acknowledges that the
ultimate liability for all Tax-Related Items legally due by Participant is and
remains Participant's responsibility and that the Company and/or Participant's
employer (a) make no representations or undertakings regarding the treatment of
any Tax-Related Items in connection with any aspect of the Award, including the
grant or vesting of the Award, the subsequent sale of the shares of Common
Stock received upon vesting of the Award and the receipt of any dividends; and
(b) do not commit to structure the terms of the Award or any aspect of the
Award to reduce or eliminate Participant's liability for Tax-Related Items.
Prior to the date on which the Award vests, Participant shall pay or make
adequate arrangements satisfactory to the Company and/or Participant's employer
to satisfy all withholding obligations of the Company and Participant's
employer. In this regard, Participant authorizes the Company and/or
Participant's employer to withhold all applicable Tax-Related Items legally
payable by Participant from any wages or other cash compensation paid to
Participant by the Company and/or Participant's employer or from proceeds of
the sale of shares of Common Stock. Alternatively, or in addition, if
permissible under local law, the Company may (1) sell or arrange for the sale
of shares of Common Stock that Participant is due to receive upon vesting of
the Award to meet the withholding obligation for Tax-Related Items, and/or (2)
withhold in shares of Common Stock, provided that the Company only withholds
the amount of shares necessary to satisfy the minimum withholding amount.
Finally, Participant shall pay to the Company or Participant's employer any
amount of Tax-Related Items that the Company or Participant's employer may be
required to withhold as a result of Participant's participation in the Plan or
Participant's receipt of shares of Common Stock that cannot be satisfied by the
means previously described within 90 days of any tax liability arising.
11. Participant hereby explicitly and unambiguously consents to the
collection, use and transfer, in electronic or other form, of Participant's
personal data as described in this Agreement by and among, as applicable,
Participant's employer, the Company and its Subsidiaries and Affiliates for the
exclusive purpose of implementing, administering and managing Participant's
participation in the Plan.
Participant understands that the Company and Participant's employer may
hold certain personal information about Participant, including, but not limited
to, Participant's name, home address and telephone number, date of birth,
social insurance number or other identification number, salary, nationality,
job title, any shares of stock or directorships held in the Company or its
Subsidiaries and Affiliates, details of all Units or any other entitlement to
shares of stock awarded, canceled, exercised, vested, unvested or outstanding
in Participant's favor, for the exclusive purpose of implementing,
administering and managing the Plan ("Personal Data"). Participant understands
that Personal Data may be transferred to any third parties assisting in the
implementation, administration and management of the Plan, that these
recipients may be located in Participant's country, or elsewhere, and that the
recipient's country may have different data privacy laws and protections than
Participant's country. Participant understands that he or she may request a
list with the names and addresses of any potential recipients of the Personal
Data by contacting Participant's local human resources representative.
Participant authorizes the recipients to receive, possess, use, retain and
transfer the Personal Data, in electronic or other form, for the purposes of
implementing, administering and managing Participant's participation in the
Plan, including any requisite transfer of such Personal Data as may be required
to a broker or other third party with whom Participant may elect to deposit any
shares of Common Stock received upon vesting of the Award. Participant
understands that Personal Data will be held only as long as is necessary to
implement, administer and manage Participant's participation in the Plan.
Participant understands that he or she may, at any time, view Personal Data,
request additional information about the storage and processing of Personal
Data, require any necessary amendments to Personal Data or refuse or withdraw
the consents herein, without cost, by contacting in writing Participant's local
human resources representative. Participant understands that refusal or
withdrawal of consent may affect Participant's ability to realize benefits from
the Award. For more information on the consequences of the Participant's
refusal to consent or withdrawal of consent, Participant understands that he or
she may contact his or her local human resources representative.
12. If one or more of the provisions of this Agreement shall be held invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby and the invalid, illegal or unenforceable provision shall be
deemed null and void; however, to the extent permissible by law, any provisions
which could be deemed null and void shall first be construed, interpreted or
revised retroactively to permit this Agreement to be construed so as to foster
the intent of this Agreement and the Plan.
13. The Company may, in its sole discretion, decide to deliver any documents
related to the Award made under the Plan or future awards that may be made
under the Plan by electronic means or request Participant's consent to
participate in the Plan by electronic means. Participant hereby consents to
receive such documents by electronic delivery and agrees to participate in the
Plan through an on-line or electronic system established and maintained by the
Company or a third party designated by the Company.
14. Neither the Plan nor this Agreement is intended to provide for an elective
deferral of compensation that would be subject to Section 409A of the Code.
The Company reserves the right, to the extent the Company deems necessary or
advisable in its sole discretion, to unilaterally amend or modify the Plan
and/or this Agreement to ensure that no Awards become subject to the
requirements of Section 409A of the Code, provided, however, that the Company
makes no representation that this Award is not subject to Section 409A of the
Code nor makes any undertaking to preclude Section 409A of the Code from
applying to this Award.
15. For purposes of litigating any dispute that arises under this Award or
this Agreement, the parties hereby submit to and consent to the jurisdiction of
the Commonwealth of Pennsylvania, agree that such litigation shall be conducted
in the courts of Montgomery County in the Commonwealth of Pennsylvania, or the
federal courts of the United States for the Eastern District of Pennsylvania,
where this Award is made and/or to be performed.
UNISYS CORPORATION
By ___________________________
President and
Chief Executive Officer
ONLINE ACCEPTANCE ACKNOWLEDGMENT:
I hereby accept my 2006 restricted stock unit award ("RSU Award") granted to me
in accordance with and subject to the terms and conditions of my 2006
Restricted Stock Unit Agreement and Appendix A (collectively, the "Agreement"),
the terms and conditions of The Unisys Corporation 2003 Long-Term Incentive and
Equity Compensation Plan. I acknowledge that I have read and understand the
terms of the Agreement, and that I am familiar with and understand the terms of
The Unisys Corporation 2003 Long-Term Incentive and Equity Compensation Plan,
and that I agree to be bound thereby and by the actions of the Compensation
Committee and of the Board of Directors of Unisys Corporation. I acknowledge
that the Agreement and other 2006 RSU Award materials were delivered or made
available to me electronically and I hereby consent to the delivery of my 2006
RSU Award materials, and any future materials relating to my RSU Awards, in
such form. I also acknowledge that I am accepting my 2006 RSU Award
electronically and that such acceptance has the same force and effect as if I
had signed and returned to Unisys Corporation a hard copy of the Agreement
noting that I had accepted the 2006 RSU Award.
ONLINE REJECTION ACKNOWLEDGMENT:
I hereby reject my 2006 restricted stock unit award ("RSU Award") granted to me
in accordance with and subject to the terms and conditions of my 2006
Restricted Stock Unit Agreement and Appendix A (collectively, the "Agreement"),
the terms and conditions of The Unisys Corporation 2003 Long-Term Incentive and
Equity Compensation Plan. I acknowledge that I have read and understand the
terms of the Agreement, and that I am familiar with and understand the terms of
The Unisys Corporation 2003 Long-Term Incentive and Equity Compensation Plan.
I acknowledge that the Agreement and other 2006 RSU Award materials were
delivered or made available to me electronically and I hereby consent to the
delivery of my 2006 RSU Award materials, and any future materials relating to
my RSU Awards, in such form. I also acknowledge that I am rejecting my 2006
RSU Award electronically and that such rejection has the same force and effect
as if I had signed and returned to Unisys Corporation a hard copy of the
Agreement noting that I had rejected the 2006 RSU Award. I acknowledge that I
have been encouraged to discuss this matter with my financial, legal and tax
advisors and that this rejection is made knowingly. I further acknowledge that
by rejecting the 2006 RSU Award, I will not be entitled to any payment or
benefit in lieu of the 2006 RSU Award.
UNISYS CORPORATION
The Unisys Corporation 2003 Long-Term Incentive and Equity Compensation Plan
Restricted Stock Unit Agreement
APPENDIX A
This Appendix sets forth the procedure for determining whether and when the
Restricted Stock Units described in the Restricted Stock Unit Agreement will
vest. The Vesting Schedule depends on whether the Units are:
- - Time-Based; or
- - Performance-Based.
TIME-BASED UNITS
- ----------------
The shares of Unisys Corporation Common Stock subject to the Time-Based Units
criteria will vest on the 1st, 2nd and 3rd anniversaries of the Date of Grant
as set forth in the table below:
Vesting Date Number of Units That Vest into Shares
- ------------------ -------------------------------------
1st anniversary of 1/3 of Number of Restricted Stock Units
Date of Grant Subject to Time-Based Vesting
2nd anniversary of 1/3 of Number of Restricted Stock Units
Date of Grant Subject to Time-Based Vesting
3rd anniversary of 1/3 of Number of Restricted Stock Units
Date of Grant Subject to Time-Based Vesting
Time-Based Units vest on a one share per Unit basis. The delivery of shares of
Unisys Corporation Common Stock will be made as of or within a reasonable time
following the Vesting Date set forth in the chart above and in no event later
than (i) the end of the calendar year in which the Vesting Date occurs or, if
later, (ii) the date occurring 2 1/2 months following the Vesting Date.
PERFORMANCE-BASED UNITS
- -----------------------
The shares of Unisys Corporation Common Stock subject to the Performance-Based
Units criteria will vest upon the achievement of financial performance goals
established by the Compensation Committee of the Board ("Performance Goals").
Furthermore, shares subject to Performance-Based Units criteria will vest
depending upon achievement of Performance Goals during the applicable period of
time at a rate of 0 to 1.5 shares issued per Performance-Based Unit granted.
Units that do not convert to shares based on performance-based vesting criteria
(i.e., if performance is Below Threshold) will be cancelled on the vesting date.
The shares of Unisys Corporation Common Stock subject to the Performance-Based
Units vesting criteria will vest on the dates and per the vesting schedules as
described in the tables below:
Number of Units
Number of Units Subject to Vesting
Subject to Vesting Based on Revenue
Based on Pre-Tax Profit Growth Rate and
Performance Vesting and Cumulative Cumulative Average
Period Date Pre-Tax Profit Revenue Growth Rate
- ----------- ------- ----------------------- -------------------
2006 1st 1/6 of Number of 1/6 of Number of
anniversary of Restricted Stock Units Restricted Stock
Date of Grant Subject to Units Subject to
Performance-Based Vesting Performance-Based
Vesting
2006-2007 2nd 1/6 of Number of 1/6 of Number of
anniversary of Restricted Stock Units Restricted Stock
Date of Grant Subject to Units Subject to
Performance-Based Vesting Performance-Based
Vesting
2007-2008 3rd 1/6 of Number of 1/6 of Number of
anniversary of Restricted Stock Units Restricted Stock
Date of Grant Subject to Units Subject to
Performance-Based Vesting Performance-Based
Vesting
===============================================================================
Vesting Metric
------------------
Conversion Rate
Revenue Applied to Units
Performance Vesting Performance Pre-Tax Growth Vesting Into
Tranche Date Level Profit(1)(2) Rate(2) Shares(4)
=========== ======= =========== ============ ======= ================
2006 1st Below < $___M < ___% 0.0 shares
anniversary Threshold per Unit
of Date of
Grant
Threshold $___M ___% 0.5 shares
per Unit
Target $___M ___% (3) 1.0 share
per Unit
Maximum $___M ___% (3) 1.5 shares
per Unit
=============================================================================
Vesting Metric
------------------
Cumulative
Average Conversion Rate
Cumulative Revenue Applied to
Performance Vesting Performance Pre-Tax Growth Units Vesting
Tranche Date Level Profit(1)(2) Rate(2) Into Shares(4)
=========== ======= =========== ============ ======= ================
2006-2007 2nd Below < $___M < ___% 0.0 shares
anniversary Threshold per Unit
of Date of
Grant
Threshold $___M ___% 0.5 shares
per Unit
Target $___M ___% (3) 1.0 share
per Unit
Maximum $___M ___% (3) 1.5 shares
per Unit
2006-2008 3rd Below < $___M < ___% 0.0 shares
anniversary Threshold per Unit
of Date of
Grant
Threshold $___M ___% 0.5 shares
per Unit
Target $___M ___% (3) 1.0 share
per Unit
Maximum $___M ___% (3) 1.5 shares
per Unit
===============================================================================
(1) Pre-Tax Profit results after accrual for bonus under the company's
incentive plans for the applicable years and during the performance periods.
(2) The Unisys financial performance targets are subject to CEO discretion and
Committee review for one-time extraordinary items, such as gains or losses from
divestitures, pension expense, and impact of restructuring charges.
(3) Target and Maximum revenue growth rates for the 2006 performance tranche is
based on the growth rate needed to achieve the operating plan Scenario B for
2006 with a baseline of 2005 actual revenue less a half-year of divested revenue
under operating plan Scenario B.
(4) Shares per unit ratios at performance levels between threshold and target
and between target and maximum will be interpolated on a straight-line basis.
(5) Target cumulative average revenue growth rates for the 2006 - 2007 and 2006
- - 2008 performance tranches are based on the cumulative average growth rate
needed to achieve the operating plan Scenario B for 2007 and 2008 with a
baseline of 2005 actual revenue less a full year of divested revenue under
operating plan Scenario B.
EXAMPLE OF RESTRICTED STOCK UNIT VESTING
- -----------------------------------------
Assume a grant of 6,000 Restricted Stock Units:
* 25% (1,500) are time-based and one-third (500) vests annually over 3 years
beginning on the first anniversary of the date of grant;
* 75% (4,500) are performance-based: 50% of these (2,250) are based on pre-tax
profit growth and the other 50% (2,250) are based on revenue growth; and
* Under the current vesting provisions, the maximum number of Time-Based Units
that could vest is 1,500, and the maximum number of Performance-Based Units
that could vest is 6,750.
The chart below shows the vesting based on the following illustrative financial
results:
Example Revenue Units Vested
Example Pre- Units Vested Growth Rate or Into Shares
Tax Profit or Into Shares Cumulative Based on
Cumulative Based on Average Revenue
Performance Pre-Tax Profit Pre-Tax Profit Revenue Growth Growth Rate
Period Achieved (1) Achieved Rate Achieved(1) Achieved
- ----------- -------------- -------------- ---------------- -----------
2006 $___M 1.5 Shares ___% .75 Share
per Unit per Unit
2006 - 2007 $___M .75 Share ___% 0 Shares
per Unit per Unit
2006 - 2008 $___M 1.0 Share ___% 1.0 Share
per Unit per Unit
===============================================================================
(1) All financial numbers provided are for illustrative purposes only
SAMPLE VESTING CHART FROM 2006 ANNUAL RESTRICTED STOCK UNIT GRANT
-----------------------------------------------------------------
March March March Vesting Target
Vesting Date: 2007 2008 2009 Total Total
- ------------- ----- ----- ----- ------- ------
Performance Period For 2006 to 2006 to
Performance-Based Units: 2006 2007 2008
Time-Based Number of
Units/Shares: 500 + 500 + 500 = 1,500 = 1,500
Target Number of Units: 750 + 750 + 750 = 2,250
Pre-Tax Profit-Based Units
to Shares Conversion Rate: 1.5 .75 1.0
--- --- ---
Pre-Tax Profit-Based Units
Vested into Shares: 1,125 + 563 + 750 = 2,438
===== === ===
Target Number of Units 750 + 750 + 750 = 2,250
Revenue-Based Units
to Shares Conversion Rate: .75 0 1.0
--- - ---
Revenue-Based Units
Vested into Shares: 563 + 0 + 750 = 1,313
=== = ===
Total Number of Shares
That Vest: 5,251