THE UNISYS CORPORATION
2002 STOCK OPTION PLAN
SECTION 1. PURPOSE; DEFINITIONS.
The purpose of the Plan is to support the Company's ongoing efforts to
attract and retain highly competent employees and enable the Company to provide
incentives directly linked to the profitability of the Company's businesses and
to increases in shareholder value.
For purposes of the Plan, the following terms are defined as set forth
below:
a. "Awards" mean grants under the Plan of Non-qualified Stock
Options.
b. "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.
c. "Board" means the Board of Directors of the Company.
d. "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and any successor thereto.
e. "Commission" means the Securities and Exchange Commission or any
successor agency.
f. "Committee" means the Corporate Governance and 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.
g. "Common Stock" or "Stock" means the common stock of the Company,
par value $0.01 per share.
h. "Company" means Unisys Corporation or any successor thereto.
i. "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, and any successor thereto.
j. "Fair Market Value" means, on any date, the average of the high
and the low quoted sales prices of a share of Stock, sold regular way, through
the official close of the New York Stock Exchange at 4:00 p.m. US Eastern Time
on such date, or if there were no sales on such date, on the last date preceding
such date on which a sale was reported.
k. "Nonqualified Stock Option" means a Stock Option that is not
qualified under Section 422 of the Code.
l. "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, 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.
m. "Plan" means The Unisys Corporation 2002 Stock Option Plan, as
set forth herein and as may be amended from time to time.
n. "Stock Option" means an option granted pursuant to Section 5(a).
o. "Subsidiary" shall have the meaning set forth in Section 425(f)
of the Code.
p. "Termination of Employment" means the voluntary or involuntary
termination of a participant's employment with the Company or a Subsidiary 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 Subsidiaries.
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.
In addition, the terms "Business Combination," "Change in Control," "Change in
Control Price," "Incumbent Board," "Outstanding Stock," "Outstanding Voting
Securities" and "Person" have the meanings set forth in Section 6.
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 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, a subsidiary or
an affiliate 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.
The Committee may 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.
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
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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. ELIGIBILITY.
All employees of the Company and its subsidiaries or affiliates, except
for elected officers of the Company, are eligible to be granted Awards under the
Plan.
SECTION 4. STOCK SUBJECT TO PLAN.
The number of shares of Stock reserved and available for distribution
pursuant to the Plan will be 15,000,000 shares. If any Award is exercised,
cashed out 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 distribution in connection with Awards under the Plan.
Any shares of Stock that are used by a participant as full or partial payment of
withholding or other taxes or as payment for the exercise or conversion price of
an Award will be available for distribution in connection with Awards under the
Plan.
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 Board is authorized to make substitutions or adjustments in the aggregate
number and kind of shares reserved for issuance under the Plan and in the
number, kind and price of shares subject to outstanding Awards, provided,
however, that any such substitutions or adjustments will be, to the extent
deemed appropriate by the Board, consistent with the treatment of shares of
Stock not subject to the Plan, and that the number of shares subject to any
Award will always be a whole number.
SECTION 5. AWARDS.
(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 this Plan will be in the form of Nonqualified Stock Options only.
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.
(b) Exercise Price. The exercise price of a Stock Option 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 affiliate or subsidiary of the
Company is a surviving corporation, the Committee may grant Stock Options in
substitution for similar awards granted under a plan of another party to the
transaction, and in such a case the exercise price or grant price of the
substituted Stock Options 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 being replaced.
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(c) 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; or
(2) Termination of the Stock Option Award, as provided in Section
5(e), following the participant's Termination of Employment.
(d) 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 become exercisable 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 this Plan to be exercised after its termination date described in
Section 5(e), but in no event later than the last day of the term of the Stock
Option as set forth in the applicable Award agreement.
(e) Exercise of Stock Options upon Termination of Employment. Except
as otherwise provided in this Section 5(e) or in Section 5(d), 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 a Normal Retirement Date,
a participant may, within five years after the Termination of Employment,
exercise all or a part of his/her Stock Options that were exercisable upon such
Termination of Employment (or which became exercisable at a later date pursuant
to Section 5(e)(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 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 5(e)(1) or Section 5(e)(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 or (C) the last day of the term of
the Stock Option as set forth in the applicable Award agreement.
(3) Termination of Employment at Age 55 with Five Years of Service.
Notwithstanding anything in this Section 5 to the contrary, if Termination of
Employment occurs after the participant has attained age 55 and completed five
years of service with the Company and/or its Subsidiaries, (A) the participant
shall continue to vest in each of his/her Stock Options in accordance with the
vesting schedules set forth in the applicable Award agreements, and (B) the
participant may exercise his/her Stock Options, to the
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extent that the Stock Options have vested as of the Termination of Employment or
thereafter in accordance with Section 5(e)(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.
(f) 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 (including a copy of instructions to a broker or bank
acceptable to the Company to deliver promptly to the Company an amount of sale
or loan proceeds sufficient to pay the purchase price). 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 optionee valued at the Fair Market Value on the date the
Stock Option is exercised, under such terms and conditions as are deemed
appropriate by the Committee, or (2) through a cashless exercise program
established or otherwise authorized by the Company.
SECTION. 6. 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 all Stock Options
outstanding as of the date the Change in Control occurs will become fully vested
and immediately exercisable. In addition, a participant who is an elected
officer of the Company will be permitted to surrender for cancellation within 60
days after the Change in Control any Stock Option or portion of a Stock Option
to the extent not exercised and to receive a cash payment in an amount equal to
the excess, if any, of (A) the Change in Control Price, over (B) the exercise
price of the Stock Option. The provisions of this Section 6(a) 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.
(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 of Rule 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
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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 6(b); or
(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.
(c) Definition of Change in Control Price. "Change in Control Price"
means the greater of (1) the highest Fair Market Value of a share of Stock
during the 60-day period ending on the date of the Change in Control, and (2)
the highest price per share of Stock paid to holders of Stock in any transaction
(or series of transactions) constituting or resulting from the Change in
Control.
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SECTION 7. PLAN AMENDMENT AND TERMINATION.
The Board may amend or terminate the Plan at any time. 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.
SECTION 8. PAYMENTS AND PAYMENT DEFERRALS.
Payment of Awards will be in the form of Stock. 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.
SECTION 9. 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 10. 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) 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 the
recipient's employment terminates. The Committee may amend an Award agreement,
provided that no such amendment may materially and adversely affect an Award
without the Award recipient's consent.
SECTION 11. 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.
SECTION 12. 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.
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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.
(b) Nothing contained in this Plan will prevent the Company, a
Subsidiary or an affiliate from adopting other or additional compensation
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, a Subsidiary or an affiliate to terminate the employment of any
employee at any time.
(d) No later than the date as of which an amount first becomes
includible in the gross income of the participant for Federal income 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, its subsidiaries and its 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 optionee an amount, in cash or Stock, equal to the
Spread Value of such shares on the date such notice of exercise is received.
(f) 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.
(g) 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.
(h) 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.
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