UNISYS CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT INCOME PLAN AS AMENDED AND RESTATED
EFFECTIVE APRIL 11, 1988
(As Amended Through May 22, 1997)
PREAMBLE
The Unisys Corporation Supplemental Executive Retirement Income Plan, as
amended and restated effective April 1, 1988 (the "Supplemental Plan"), was
adopted by Unisys Corporation (the "Company") to provide for the payment of
supplemental pension benefits to certain employees who retire under the terms
of the Unisys Pension Plan (the "Company Plan"). Capitalized terms which are
used and not otherwise defined in this Supplemental Plan have the same
definition assigned to them in the Company Plan.
The Supplemental Plan was originally adopted by Burroughs Corporation,
effective January 1, 1976, and prior to April 1, 1988, was known as the
Burroughs Corporation Supplemental Executive Retirement Income Plan (the
"Burroughs Plan"). The Burroughs Plan provided for the payment of
supplemental pension benefits to employees of the Company who participated in
the Burroughs Employees' Retirement Income Plan. Prior to April 1, 1988, the
Company also maintained the Sperry Excess Benefit Plan (the "Sperry Plan")
which provided for the payment of supplemental pension benefits to employees
of the Company who participated in Part A of the Sperry Retirement Program.
(The Burroughs Plan and Sperry Plan will be collectively referred to
hereinafter as the "Prior Plan(s).") Effective April 1, 1988, supplemental
pension benefits will be provided to employees who participate in the Unisys
Pension Plan pursuant to the terms of the Supplemental Plan.
The provisions of Part IV of the Supplemental Plan (effective from April
1, 1988 through May 31, 1988) have been amended and restated effective June
1, 1988 and Part IV has been renamed the Unisys Corporation Elected Officers'
Pension Plan. The provisions of that Plan are set forth in a separate plan
document.
Purpose
The Supplemental Plan (which consolidates the provisions of Parts I and II of
the Burroughs Plan) provides for the payment of pension benefits that would
have been paid under the Company Plan but for the benefit limitations imposed
by the Internal Revenue Code (the "Code"). The Supplemental Plan also
provides for the payment of pension benefits that would have been paid under
the Company Plan if deferred salary and annual bonuses had been included in
the calculation of the employee's Compensation.
Effective Date
The Effective Date of the Supplemental Plan, as amended and restated, is
April 1, 1988.
Any former Employee who has retired or terminated employment before
April 1, 1988 shall receive no additional rights as a result of this amended
and restated Supplemental Plan, but shall have his right to benefits, if any,
determined in accordance with the terms of the Prior Plan in effect on the
date of his retirement or other termination of employment.
ARTICLE I - SUPPLEMENTAL BENEFITS
1.1 Eligibility
(a) Each Employee who is a Participant in the Company Plan and whose
pension benefits payable under the Company Plan are limited by the
compensation or benefit limitations set forth in Sections 401(a)(17) or
415 of the Code shall be eligible for the benefits described in Section
1.2(a)(1) hereunder.
(b) Each Employee who is a Participant in the Company Plan and who has
elected to defer bonus payments payable under the Unisys Senior Manager
Bonus Plan or the Unisys Executive Bonus Plan (or under any predecessor
or successor annual bonus plan) or who has elected to defer salary under
an arrangement approved by the Board of Directors of the Company, which
deferred amounts would otherwise have been payable in the final 120 full
consecutive months of active employment shall be eligible for the
benefits described in Section 1.2(a)(2) hereunder.
(c) An Employee who terminates employment prior to earning a vested
right in his accrued benefit under the Company Plan will not be eligible
to receive the benefits provided hereunder.
1.2 Calculation of Supplemental Pension Benefit
(a) Subject to subsection (b), an eligible Employee or the Employee's
Beneficiary, if applicable, shall be entitled to receive a supplemental
pension benefit equal to the pension benefit that would have been paid to
the Employee or Beneficiary under the terms of the Company Plan,
calculated as if:
(1) the Company Plan were administered without regard to the special
benefit limitations imposed under Sections 401(a)(17)
or 415 of the Code; and
(2) any annual bonus or variable compensation amount payable under
the Unisys Senior Manager Bonus Plan, the Unisys Executive Bonus
Plan or the Unisys Executive Variable Compensation Plan (or any
predecessor or successor annual bonus or variable compensation
plan) and deferred by the Employee, and any salary amounts
deferred under an arrangement approved by the Board of Directors
of the Company, had been included in the Employee's Compensation
in the month in which the Employee would have received the bonus
or variable compensation amount or salary (but for the Employee's
election to defer).
(b) The supplemental pension benefit calculated under Subsection (a)
shall be reduced by any benefit payable under the Company Plan,
calculated as if such benefit is payable in the same form as the benefit
payable under the Supplemental Plan. The calculation will be made by
utilizing methods and assumptions that the Committee deems to be
reasonable.
(c) For purposes of Subsection (a)(2), the subsequent receipt of any
deferred annual bonus amount or salary included in the Employee's Final
Average Compensation under the Company Plan shall not be considered for
purposes of benefit calculation hereunder.
ARTICLE II - GENERAL PROVISIONS OF THE SUPPLEMENTAL PLAN
2.1 Survivor Benefits
The pre-retirement surviving spouse benefit provisions and the normal and
optional forms of retirement income provisions which apply under the Company
Plan shall also apply under this Supplemental Plan.
2.2 Forfeiture of Benefits
Any benefit payable under this Supplemental Plan shall be forfeitable in the
event it is found by the Committee that a retired member hereunder, either
during or following termination of employment with the Company, willfully
engaged in any activity which is determined by the Committee to be materially
adverse or detrimental to the interests of the Company, including any activity
which might reasonably be considered by the Committee to be of a nature
warranting dismissal of an employee for cause. If the Committee so finds, it
may suspend benefits to such retired member and, after furnishing notice to
the retired member, may terminate benefits under this Supplemental Plan. The
Committee will consider in its deliberation relative to this provision any
explanation or justification submitted to it in writing by the retired member
within 60 days following the giving of such notice.
Except as heretofore provided for in this Section 2.2, the acceptance by a
retired member of any benefit under this Supplemental Plan shall constitute
an agreement with the provisions of this Supplemental Plan and a
representation that he or she is not engaged or employed in any activity
serving as a basis for suspension or forfeiture of benefits hereunder. The
Committee may require each retired member eligible for a benefit under this
Supplemental Plan to acknowledge in writing prior to payment of such benefit
that he or she will accept payment of benefits under this Supplemental Plan
only if there is no basis for such suspension or forfeiture.
2.3 Administration
This Supplemental Plan shall be administered by the committee (the
"Committee") appointed by the Board of Directors to administer the Company
Plan. The Committee shall administer this Supplemental Plan in a manner
consistent with the administration of the Company Plan, except that this
Supplemental Plan shall be administered as an unfunded plan which is not
intended to meet the qualification requirements of Section 401 of the
Internal Revenue Code. The Committee's decision in all matters involving the
interpretation and application of this Supplemental Plan shall be final.
2.4 Payment of Benefits
Payment of benefits under this Supplemental Plan shall be coincident with and
in the same form as the payment of the limited benefit payments made to the
employee or on his behalf to his beneficiaries under the Company Plan.
2.5 Employees' Rights
An employee's rights, or the rights of an employee's beneficiary, under this
Supplemental Plan, except as to eligibility for a vested benefit and except
as specifically altered by the terms of this Supplemental Plan shall be the
same as such person's rights under the Company Plan, except that such person
shall not be entitled to the payment of any benefits under this Plan from the
trust established under the Company Plan. Benefits under this Supplemental
Plan shall be payable from the general assets of the Company.
2.6 Amendments and Discontinuance
The Company expects to continue this Supplemental Plan indefinitely, but
reserves the right to amend or discontinue it if, in its sole judgment, such
a change is deemed necessary or desirable. However, if the Company should
amend or discontinue this Supplemental Plan, the Company shall be liable for
any benefits accrued under this Supplemental Plan as of the date of such
action. Any change to the Plan which adversely affects a Participant's or
Beneficiary's rights to benefits and/or the amount, form and manner in which
benefits are accrued, vested and/or paid shall not affect the Participant's
or Beneficiary's benefits accrued up to the date of the change. Changes
which adversely affect the Participant's or Beneficiary's rights under the
Plan may only take effect on the adoption date of the change and on a going
forward basis.