Exhibit 10.25
UNISYS CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT INCOME
PLAN
(AS AMENDED AND RESTATED
EFFECTIVE JANUARY 1, 2009)
PREAMBLE
The Unisys Corporation Supplemental
Executive Retirement Income Plan, as amended and restated (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 were provided to employees under the Supplemental Plan who
participated 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 later amended and restated effective
January 1, 2005 and Part IV was renamed the Unisys Corporation
Elected Officers’ Pension Plan. The provisions of that plan
are set forth in a separate plan document.
The Supplemental Plan has been
amended and restated several times since April 1, 1988. The
Supplemental Plan was frozen effective after December 31, 2006
so that no additional benefits may be accrued hereunder after
December 31, 2006.
The Supplemental Plan is now hereby
further amended and restated effective January 1, 2009 to
implement changes required pursuant to and consistent with section
409A of the Internal Revenue Code of 1986, as amended (the
“Code”) and the final regulations issued thereunder.
Benefit payments on or after January 1, 2009 are generally
governed by this Supplemental Plan document as amended and restated
effective January 1, 2009. Supplemental Plan benefit payments
commencing prior to January 1, 2009 are governed by the terms
of the Supplemental Plan as they existed prior to this amendment
and restatement and are either grandfathered from the requirements
of section 409A of the Code or payable pursuant to a fixed schedule
as required
by, and in compliance with, section 409A of the
Code. Between January 1, 2005 and December 31, 2008 the
Supplemental Plan has been operated in accordance with transition
relief established by the Treasury Department and Internal Revenue
Service pursuant to section 409A of the Code. This amendment and
restatement is adopted in conformity with final regulations under
section 409A of the Code issued by the Treasury Department on
April 10, 2007 and effective January 1, 2009.
The Supplemental Plan as set forth
herein only applies to those Participants in the Supplemental Plan
who are entitled to commence a benefit from the Supplemental Plan
after December 31, 2008, but does not apply to that portion of
a Participant’s benefit under the Plan that was earned and
vested on December 31, 2004, within the meaning of Treasury
Regulations section 1.409A-6(a)(2) (the “Pre-2005
Benefit”). Any Participant who is entitled to commence his or
her Pre-2005 Benefit from the Plan after December 31, 2008,
and (a) who terminated employment prior to January 1,
2005, shall have the terms and conditions of his or her Pre-2005
Benefit governed by the terms and conditions of the Supplemental
Plan as in effect on the date of his or her termination of
employment, or (b) who terminates employment at any time on or
after January 1, 2005, shall have the terms and conditions of
his or her Pre-2005 Benefit governed by the terms and conditions of
the Supplemental Plan as in effect on October 3,
2004.
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 Code. The Supplemental Plan also provides for the
payment of pension benefits that would have been paid under the
Company Plan if deferred salary, bonuses and commissions had been
included in the calculation of the employee’s Compensation.
The Supplemental Plan, as amended and restated herein, is intended
to be maintained and operated in accordance with the requirements
of section 409A of the Code and the regulations issued thereunder
with respect to any portion of a Participant’s benefit under
the Supplemental Plan that is paid on or after January 1,
2009.
Effective Date
Effective after December 31,
2006, the Supplemental Plan was frozen and no additional benefits
may be accrued hereunder. The Supplemental Plan, as amended and
restated herein, is effective January 1, 2009.
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 is
eligible for the benefits described in Section 1.2(a)(1)
hereunder.
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(b) Each Employee who is a
Participant in the Company Plan and who has elected to defer base
pay, bonus and commissions is 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 an accrued benefit
under the Company Plan will not be eligible to receive the benefits
provided hereunder.
(d) An Employee entitled to receive
a benefit under the Supplemental Plan shall hereinafter be referred
to as a “Participant”.
(e) Notwithstanding any provision in
this Supplemental Plan to the contrary, an Employee who is hired or
rehired on or after January 1, 2007 shall not become a
Participant in the Supplemental Plan on or after such date (or
resume participation in the Supplemental Plan on or after such
date).
1.2 Calculation of Supplemental
Pension Benefit
(a) Subject to subsections
(b) and (e), a Participant or the Participant’s
Beneficiary, if applicable, shall be entitled to receive a
supplemental pension benefit under this Supplemental Plan equal to
the pension benefit that would have been paid to such Participant
or his or her Beneficiary under the terms of the Company Plan,
calculated as if:
(1) the Company Plan were
administered without regard to the compensation and benefit
limitations imposed under Sections 401(a)(17) or 415 of the Code;
and
(2) any deferred compensation under
an arrangement approved by the Board (or its delegate) not included
in the Company Plan had been included in the Participant’s
Compensation in the month in which the Participant would have
received the bonus or variable compensation amount or salary (but
for the Participant’s election to defer).
(b) The supplemental pension benefit
calculated under subsection (a) shall be reduced by the
Participant’s Pre-2005 Benefit and his or her benefit payable
under the Company Plan, which reductions shall be applied
separately with respect to that portion of each benefit that
comprises the Retirement Accumulation Account and that portion that
comprises the Residual Annuity. For purposes of determining the
present value of the Pre-2005 Benefit in accordance with Treasury
Regulations section 1.409A-6(a)(3), the actuarial assumptions in
Appendix C Table IX of the Company Plan shall be applied. The
Pre-2005 Benefit and the benefit payable under the Company Plan
shall be calculated
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as of the date on which the benefit
is payable to the Participant under this Supplemental Plan pursuant
to Section 2.5 of the Supplemental Plan regardless of whether
the Pre-2005 Benefit or the Company Plan benefit is actually
payable on that date. The Pre-2005 Benefit and the benefit payable
under the Company Plan shall be determined as if each such benefit
is payable in the form of a Qualified Joint and 50% Survivor
Annuity if the Participant is married on the date of payment from
the Supplemental Plan, or a single life annuity if the Participant
is not married on the date of payment from the Supplemental Plan
calculated using the applicable actuarial assumptions in effect
under the Company Plan on the date of payment from the Supplemental
Plan. The actuarial assumptions shall be applied separately to that
portion of each benefit that comprises the Residual Annuity and
that portion of each benefit that comprises the Retirement
Accumulation Account; provided, that with respect to that portion
of each benefit that comprises the Retirement Accumulation Account,
such benefit shall be determined by taking the Annuity Equivalent
of the Participant’s account(s) on the date of payment from
the Supplemental Plan. The total of these two benefit portions
under the Company Plan shall comprise the Company Plan offset, and
the total of these two portions of the Pre-2005 Benefit shall
comprise the Pre-2005 Benefit offset. The calculations will be made
by utilizing methods and assumptions that the Committee deems to be
reasonable and consistent with the requirements of section 409A of
the Code and the regulations issued thereunder.
(c) For purposes of subsection
(a)(2), the subsequent receipt of any deferred annual bonus amount
or salary included in the Participant’s compensation after
commencement of benefit under the Supplemental Plan shall not be
considered for purposes of benefit calculation
hereunder.
(d) The supplemental pension benefit
calculated under subsection (a) shall exclude any amount of a
Participant’s accrued benefit payable under the Company Plan
attributable to the 2000 Additional Benefit, the 2001 Additional
Benefit and the 2002 Additional Benefit described in Appendix I of
the Company Plan.
(e) Notwithstanding any provision in
this Supplemental Plan to the contrary, no Participant shall accrue
any additional service, benefits or cash balance pay credits after
December 31, 2006, nor shall any compensation earned by a
Participant after December 31, 2006 be considered in
calculating a Participant’s benefit, provided, however, that
a Participant shall conti
