UNISYS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
UNISYS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(as amended and restated July 1, 2001)
1. PURPOSE.
The purpose of the Plan is to provide an opportunity for Employees of
Unisys Corporation and Related Corporations designated as Participating
Employers to purchase Common Stock of the Corporation and thereby to have an
additional incentive to contribute to the prosperity of the Corporation. The
Plan is not intended to be an "Employee Stock Purchase Plan" under Section 423
of the Internal Revenue Code of 1986, as amended.
2. DEFINITIONS.
(a) "Board" shall mean the Board of Directors of the Corporation.
(b) "Committee" shall mean the Unisys Corporation Employee Benefits
Administrative Committee.
(c) "Common Stock" shall mean the Common Stock of the Corporation.
(d) "Compensation" shall mean an Employee's regular salary or wages
paid by the Participating Employer for a payroll period, including bonus
payments, overtime and commissions. Compensation does not include wage or salary
substitution payments during approved paid leaves of absences, expense
reimbursement, relocation allowances, long-term disability payments, tuition
reimbursement, adoption assistance benefits, earnings related to stock options
or other equity incentives and post-employment payments that may be computed
from eligible compensation, such as severance benefits, salary continuation
after termination of service, redundancy pay or termination indemnities.
(e) "Corporation" shall mean Unisys Corporation, a Delaware
corporation, (or any successor corporation).
(f) "Effective Date" shall mean July 1, 1998, provided, however, that
the Effective Date with respect to one or more Participating Employers or
business units may be a date later than July 1, 1998 as determined in the
discretion of the Vice-President, Worldwide Human Resources.
(g) "Employee" shall mean an individual who (a) is classified as a
regular full or part time employee by the Corporation or a Related Corporation
on their payroll records during the relevant participation period and (b) who is
eligible to participate in the employee benefit plans maintained by the
Corporation or Participating Employer. No other individual will be considered as
an Employee, including any temporary employee, independent contractor,
non-employee
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consultant, an employee of any entity other than the Corporation or Related
Corporation or other service provider, even if such classification is determined
to be erroneous, or is retroactively revised by a governmental agency, by court
order or as a result of litigation, or otherwise. In the event the
classification of a person who was excluded from the definition of Employee
under the preceding sentence is determined to be erroneous or is retroactively
revised, the person shall nonetheless continue to be excluded from treatment as
an Employee for all periods prior to the date the Employer specifically
determines, for the purpose of eligibility in the Plan, that its classification
of the person should be revised.
(h) "Fair Market Value" shall mean on any date the sales price, in
U.S. Dollars, of the Common Stock as of the official close of the New York Stock
Exchange at 4:00 p.m. US Eastern Standard Time on such date. In lieu of the
forgoing, the Committee may in good faith determine the Fair Market Value on any
other reasonable basis. Such determination shall be conclusive and binding on
all persons.
(i) "Option Period" shall mean a quarterly, semi-annual or other
period as determined by the Board. In the absence of a Board determination, the
Option Period shall be calendar quarters.
The first Option Period under the Plan will begin on July 1, 1998 and
end on September 30, 1998.
(j) "Participant" shall mean a participant in the Plan as
described in Section 4 of the Plan.
(k) "Participating Employer" shall mean the Corporation, a Related
Corporation or a business unit of the Corporation or a Related Corporation
designated by the Senior Vice-President, Worldwide Human Resources or his
successor to participate in the Plan.
(l) "Plan" shall mean the Unisys Employee Stock Purchase Plan.
(m) "Purchase Date" shall mean the first day following the end of
the Option Period.
(n) "Related Corporation" shall mean every non-U.S. subsidiary
that is a direct or indirect at least 100%-owned subsidiary of the Corporation.
In the event that the Senior Vice President, Worldwide Human Resources so
designates, any other non-U.S. affiliate of the Corporation will become a
Related Corporation.
(o) "Service" shall mean continuous regular employment with the
Corporation or a Related Corporation, even if a Participant can no longer make
contributions because he or she no longer works for a Participating Employer.
(p) "Shareholder" shall mean a record holder of shares entitled to
vote shares of Common Stock under the Corporation's by-laws.
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3. ELIGIBILITY.
3.1 An Employee employed by the Corporation or a Participating
Employer is eligible to participate in the Plan beginning with any payroll
period that begins on or after the Effective Date.
4. PARTICIPATION.
4.1 An Employee who is eligible to participate in the Plan in
accordance with Section 3 may become a Participant by filing a completed payroll
deduction authorization and Plan enrollment form provided by the Corporation.
Participation in the Plan will become effective as soon as is administratively
feasible after receipt by the Corporation or Plan Recordkeeper of the completed
forms. An eligible Employee may authorize payroll deductions at the rate of any
whole percentage of the Employee's Compensation, between 1% and 10%, or such
lesser percentage as specified by the Committee. Contributions will be made by
payroll deductions only, unless prohibited by local law, in which case
contributions will be made by any method determined by the Committee to be
permissible and administratively feasible. All contributions may be held by the
Corporation and commingled with its other corporate funds. No interest shall be
paid or credited to the Participant with respect to such contributions, except
where required by local law as determined by the Committee. A separate
bookkeeping account for each Participant will be maintained by the Corporation
or Plan Recordkeeper under the Plan and the amount of each Participant's
contributions shall be credited to such account. A Participant may not make any
additional payments into such account. A Participant may not make payroll
deductions or any other contributions for periods after his or her termination
of Service even if he or she is then being paid salary continuation or severance
benefits.
4.2 Each Participating Employer will be responsible for making
payroll deductions pursuant to the Plan (unless prohibited by local law),
causing these payroll deductions (or other form of contributions) to be sent to
the Corporation and sending the contribution detail (by Participant) to the Plan
Recordkeeper. Contributions in non-U.S. currency shall be converted to U.S.
Dollars under procedures established by the Committee.
4.3 Under procedures established by the Committee, a Participant
may suspend or discontinue participation in the Plan at any time during an
Option Period by completing and filing with the Corporation or Plan Recordkeeper
the appropriate forms provided by the Corporation or by following electronic or
other procedures prescribed by the Committee. A Participant may resume, increase
or decrease his or her rate of contribution by completing and filing with the
Corporation or Plan Recordkeeper the appropriate forms provided by the
Corporation. A Participant's election to suspend or discontinue participation or
to resume, increase or decrease contributions will become effective as soon as
is administratively feasible after receipt by the Corporation or Plan
Recordkeeper of the completed forms. If a new election regarding the
Participant's contributions is not filed with the Corporation or Plan
Recordkeeper,
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the rate of contribution shall continue at the originally elected rate
throughout the Option Period unless the Corporation determines to change the
permissible rate.
If a Participant suspends or discontinues participation during an
Option Period, his or her accumulated contributions will remain in the Plan for
purchase of shares as specified in Section 6 on the following Purchase Date, but
the Participant will not again participate until he or she completes a new
payroll deduction authorization (or other contribution authorization as is in
effect in his/her country) and Plan enrollment form. The Committee may establish
rules limiting the frequency with which Participants may suspend and resume
contributions under the Plan and may impose a waiting period on Participants
wishing to resume suspended contributions.
5. OFFERING.
5.1 The maximum number of shares of Common Stock that may be
issued pursuant to the Plan shall be thirteen million shares. The Board may
designate any amount of available shares for offering for any Option Period
determined pursuant to Section 5.2.
5.2 Option Periods under the Plan will be calendar quarters
commencing January 1, March 1, July 1 and October 1 and the Purchase Date shall
be the date described in Section 2(m). The Corporation shall have the power to
change the duration of future Option Periods or Purchase Dates, with respect to
any prospective offering, and without regard to the expectations of any
Participants.
5.3 With respect to each Option Period, each eligible Employee who
has elected to participate as provided in Section 4.1 shall be granted an option
to purchase that number of shares of Common Stock which may be purchased with
the contributions accumulated on behalf of such Employee during such Option
Period at the purchase price specified in Section 5.4 below.
5.4 The option price under each option shall be the lesser of (1) 85%
of the Fair Market Value of the Common Stock on the first trading day of the
Option Period or (2) 85% of the Fair Market Value on the last trading day of the
Option Period.
5.5 If the total number of shares of Common Stock for which options
granted under the Plan are exercisable exceeds the remaining number of shares
available for offering under the Plan, the number of shares which may be
purchased by all Participants shall be reduced on a pro rata basis in as nearly
a uniform manner as shall be practicable and equitable. In this event,
contributions shall also be reduced or refunded accordingly. If an Employee's
contributions during any Option Period exceeds the purchase price for the
maximum number of shares permitted to be purchased, the excess shall be refunded
to the Participant without interest (except where otherwise required by local
law).
6. PURCHASE OF STOCK.
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On the Purchase Date, a Participant's option shall be exercised
automatically for the purchase of that number of full and fractional shares of
Common Stock which the accumulated contributions credited to the Participant's
account at that time shall purchase at the applicable price specified in Section
5.4.
To the extent practicable, all of the Participant's contributions
accumulated during the Option Period will be applied to the purchase of shares
of Common Stock on the Purchase Date.
7. PAYMENT AND DELIVERY.
Upon the exercise of an option, the Corporation shall deliver the
Common Stock purchased on behalf of the Participant to an account held by the
Plan Broker for the Participant. At any time after the purchased shares are
credited to the Participant's account, the Participant may elect to (a) direct
the Plan Broker to sell all or some of the shares credited to the Participant's
account, in which case applicable transaction fees will be charged, (b) receive
a stock certificate, at no charge, evidencing all or some of the whole number of
shares of stock credited to his/her account or (c) electronically transfer all
or some of the whole shares credited to his/her account, at no charge, to a
broker designated by the Participant. If a Participant elects to transfer or
receive a share certificate for all of the shares credited to his/her account,
the value of any fractional shares credited to the account will be paid to the
Participant in cash. The value of any fractional shares will be determined in
accordance with procedures established by the Committee.
If a Participant elects to direct the Plan Broker to sell all or some
of his/her shares, the sales price for the shares will be the price obtained by
the Plan Broker when it sells the shares. For Participants residing outside of
the United States, the Plan Broker will convert sales proceeds from U.S. dollars
to the Participant's local currency before the proceeds are distributed under
procedures established by the Committee.
The Corporation shall retain the amount of Employee contributions used
to purchase Common Stock as full payment for the Common Stock and the Common
Stock shall then be fully paid and non-assessable.
No Participant shall have any voting, dividend, or other stockholder
rights with respect to shares subject to any option granted under the Plan until
the option has been exercised and shares issued. Participants will receive a
statement reflecting the status of their Plan account on a quarterly or other
periodic basis.
8. TERMINATION OF EMPLOYMENT.
No purchases will be made on behalf of a Participant for an Option
Period if the Participant terminated his/her employment with the Corporation and
all Related Corporations before the Purchase Date for the Option Period. A
refund of payroll deductions and/or other
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contributions (without interest unless legally prohibited) will be made to a
Participant by reason of the Participant's termination of employment during an
Option Period.
In the event any Participant terminates employment with the Corporation
and all of its Related Corporations for any reason (including death or
retirement), (a) the Participant's participation in the Plan shall terminate and
(b) all accumulated payroll deductions and/or other contributions shall be paid
without interest (except where required by local law) to the Participant or the
Participant's estate.
Whether a termination of employment has occurred shall be determined by
the Committee. The Committee may also establish rules regarding when leaves of
absence or change of employment status (e.g., from full time to part time) will
be considered a termination of employment, and the Committee may establish
termination of employment procedures for this Plan which are independent of
similar rules established under other benefit plans of the Corporation and its
Related Corporations.
9. WITHHOLDING.
If a Participant is subject to withholding taxes as a result of
participation in the Plan, then the Committee shall establish appropriate
procedures, which may include, but are not limited to, withholding required
amounts from the Participant's regular salary or wages.
10. RECAPITALIZATION.
If after the grant of an option, but prior to the purchase of Common
Stock under the option, there is any increase or decrease in the number of
outstanding shares of Common Stock because of a stock split, stock dividend,
combination or recapitalization of shares subject to options, the number of
shares to be purchased pursuant to an option, the share limit of Section 5.3 and
the maximum number of shares specified in Section 5.1 shall be proportionately
increased or decreased, the terms relating to the purchase price with respect to
the option shall be appropriately adjusted by the Board, and the Board shall
take any further actions which, in the exercise of its discretion, may be
necessary or appropriate under the circumstances.
The Board, if it so determines in the exercise of its sole discretion,
also may adjust the number of shares specified in Section 5.1, as well as the
price per share of Common Stock covered by each outstanding option and the
maximum number of shares subject to any individual option, in the event the
Corporation effects one or more reorganizations, recapitalizations, spin-offs,
split-ups, rights offerings or reductions of shares of its outstanding Common
Stock.
The Board's determinations under this Section 10 shall be conclusive
and binding on all parties.
11. MERGER, LIQUIDATION, OTHER CORPORATION TRANSACTIONS.
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In the event of the proposed liquidation or dissolution of the
Corporation, the Option Period will terminate immediately prior to the
consummation of such proposed transaction, unless otherwise provided by the
Board in its sole discretion, and all outstanding options shall automatically
terminate and the amounts of all payroll deductions will be refunded without
interest to the Participants.
In the event of a proposed sale of all or substantially all of the
assets of the Corporation, or the merger or consolidation of the Corporation
with or into another corporation, then in the sole discretion of the Board, (1)
each option shall be assumed or an equivalent option shall be substituted by the
successor corporation or parent or subsidiary of such successor corporation, (2)
a date established by the Board on or before the date of consummation of such
merger, consolidation or sale shall be treated as a Purchase Date, and all
outstanding options shall be deemed exercisable on such date or (3) all
outstanding options shall terminate and the accumulated payroll deductions shall
be returned to the Participants.
12. TRANSFERABILITY.
Options granted to Participants may not be voluntarily or involuntarily
assigned, transferred, pledged, or otherwise disposed of in any way, and any
attempted assignment, transfer, pledge, or other disposition shall be null and
void and without effect. If a Participant in any manner attempts to transfer,
assign or otherwise encumber his or her rights or interest under the Plan, such
act shall be treated as an election by the Participant to discontinue
participation in the Plan pursuant to Section 4.2.
13. AMENDMENT OR TERMINATION OF THE PLAN.
The Corporation may, in its sole discretion, insofar as permitted by
law, terminate or suspend the Plan, or revise or amend it in any respect
whatsoever, except that, without approval of the Participant, no such revision
or amendment shall adversely affect any outstanding option under the Plan.
14. ADMINISTRATION.
The Committee will have the authority and responsibility for the
day-to-day administration of the Plan, the authority and responsibility
specifically provided in this Plan and any additional duties, responsibility and
authority delegated to the Committee by the Board or any duly authorized officer
of the Corporation, which may include any of the functions assigned to the Board
or any officer in this Plan. The Committee shall have full power and authority
to promulgate any rules and regulations which it deems necessary for the proper
administration of the Plan, to interpret the provisions and supervise the
administration of the Plan, to take all action in connection with administration
of the Plan as it deems necessary or advisable, consistent with the delegation
from the Board, and to delegate to any one or more of its members or a third
party any of its powers or responsibilities. Decisions of the Board, any duly
authorized officer and the Committee shall be final and binding upon all
Participants. Any decision reduced to writing and
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signed by a majority of the Participants of the Committee shall be fully
effective as if it had been made at a meeting of the Committee duly held. No
Board member, or Committee member or any other employee shall be liable for any
action or determination made in good faith with respect to the Plan or any
option granted thereunder.
The Committee may prescribe rules, regulations, requirements and fees
related to the delivery, retention, transfer or administration of shares
acquired pursuant to the Plan, including, but not limited to: (1) establishing a
requirement that share certificates be maintained with a financial institution
designated by the Corporation or the Committee; (2) establishing rules and
procedures relating to the termination of employment (e.g., including long-term
disability, military duty, approved unpaid leaves of absence, layoffs and
reductions in force); (3) establishing procedures and fees for the sale of
shares in a Participant's account; (4) establishing procedures and fees for the
transfer of shares in a Participant's account; (5) establishing rules,
procedures and fees for the delivery of share certificates for the shares in a
Participant's account; and (6) establishing regulations and procedures relating
to fractional shares.
15. COMMITTEE RULES FOR FOREIGN JURISDICTIONS.
The Committee may adopt rules or procedures relating to the operation
and administration of the Plan in non-United States jurisdictions to accommodate
the specific requirements of local laws and procedures. Without limiting the
generality of the foregoing, the Committee is specifically authorized to adopt
rules and procedures regarding handling of payroll deductions or other forms of
employee contribution, payment of interest, conversion of local currency,
withholding procedure, handling of stock certificates, and death benefit and
beneficiary matters which vary with local requirements.
The Committee may also adopt sub-plans applicable to particular
Participating Employers or locations. The rules of such sub-plans may take
precedence over other provisions of this Plan, with the exception of Section
5.1, but unless otherwise superseded by the terms of such sub-plan, the
provisions of this Plan shall govern the operation of such sub-plan.
16. SECURITIES LAWS REQUIREMENTS.
The Corporation shall not be under any obligation to issue Common Stock
upon the exercise of any option unless and until the Corporation has determined
that: (i) it and the Participants have taken all actions required to register
the Common Stock under the Securities Act of 1933, or to perfect an exemption
from the registration requirements thereof; (ii) any applicable listing
requirement of any stock exchange on which the Common Stock is listed has been
satisfied; and (iii) all other applicable provisions of state, federal and
applicable foreign law have been satisfied.
17. GOVERNMENTAL REGULATIONS.
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This Plan and the Corporation's obligation to sell and deliver shares
of its stock under the Plan shall be subject to the approval of any governmental
authority required in connection with the Plan or the authorization, issuance,
sale, or delivery of stock hereunder.
18. NO ENLARGEMENT OF EMPLOYEE RIGHTS.
Nothing contained in this Plan shall be deemed to give any Employee the
right to be retained in the employ of the Corporation or any Related Corporation
or to interfere with the right of the Corporation or Related Corporation to
discharge any Employee at any time.
The Plan is entirely discretionary in nature, and any benefit derived
from it does not give rise to any contractual entitlement and shall not be
included for purposes of calculating severance, resignation, redundancy or
similar pay, if any.
19. GOVERNING LAW.
This Plan shall be governed by Pennsylvania law.
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TABLE OF CONTENTS
1. PURPOSE...............................................................1
2. DEFINITIONS...........................................................1
3. ELIGIBILITY...........................................................3
4. PARTICIPATION.........................................................3
5. OFFERING..............................................................4
6. PURCHASE OF STOCK.....................................................4
7. PAYMENT AND DELIVERY..................................................5
8. TERMINATION OF EMPLOYMENT.............................................5
9. WITHHOLDING...........................................................6
10. RECAPITALIZATION......................................................6
11. MERGER, LIQUIDATION, OTHER CORPORATION TRANSACTIONS...................6
12. TRANSFERABILITY.......................................................7
13. AMENDMENT OR TERMINATION OF THE PLAN..................................7
14. ADMINISTRATION........................................................7
15. COMMITTEE RULES FOR FOREIGN JURISDICTIONS.............................8
16. SECURITIES LAWS REQUIREMENTS..........................................8
17. GOVERNMENTAL REGULATIONS..............................................8
18. NO ENLARGEMENT OF EMPLOYEE RIGHTS.....................................9
19. GOVERNING LAW.........................................................9
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