Exhibit 10.19
2005 DEFERRED COMPENSATION
PLAN
FOR DIRECTORS OF UNISYS
CORPORATION
(As amended and restated
effective January 1, 2005
except as otherwise noted
below)
Article I
Purpose &
Authority
1.1 Purpose .
The purpose of the Plan is to offer
members of the Board of Directors who are not employees of the
Corporation the opportunity to defer receipt of a portion of their
Compensation, under terms advantageous to both the Director and the
Corporation and subject to rules that satisfy the requirements of
section 409A of the Code.
1.2 Effective Date
. A deferred compensation
plan for directors of the predecessor to Unisys Corporation was
originally approved by the board of the predecessor corporation on
November 20, 1981. That plan, currently named the Deferred
Compensation Plan for Directors of Unisys Corporation, was
subsequently amended, effective January 1, 1994 and, again,
effective April 22, 2004. Deferrals of compensation earned and
vested before January 1, 2005 were made under that plan and
amounts deferred under that plan will continue to be subject to the
rules set forth in that plan document. This Plan was adopted
February 10, 2005, effective January 1, 2005 (except as
otherwise specified below), for deferrals made on and after the
Effective Date. Deferrals of compensation earned and vested on or
after the Effective Date will be subject to the rules set forth in
this Plan document as it may be amended from time to
time.
1.3 Authority .
Any decision made or action taken by
the Corporation and any of its officers or employees involved in
the administration of this Plan, or any member of the Board or the
Committee arising out of or in connection with the construction,
administration, interpretation and effect of the Plan shall be
within the sole discretion of all and each of them, as
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the case may be, and will be conclusive and
binding on all parties. No member of the Board and no employee of
the Corporation shall be liable for any act or action hereunder,
whether of omission or commission, by any other member or employee
or by any agent to whom duties in connection with the
administration of the Plan have been delegated or, except in
circumstances involving the member’s or employee’s bad
faith, for anything done or omitted to be done by himself or
herself.
Article II
Definitions
2.1
“Account” means, for any Participant, each memorandum
account established for the Participant under
Section 4.1.
2.2 “Account
Balance” means, for
any Participant as of any date and with respect to any Account, the
aggregate amount reflected in that Account.
2.3
“Beneficiary” means the person or persons designated from time
to time in writing by a Participant to receive payments under the
Plan after the death of such Participant or, in the absence of such
designation or in the event that such designated person or persons
predeceases the Participant, the Participant’s
estate.
2.4
“Board” means
the Board of Directors of the Corporation.
2.5 “Change in
Control” means any
of the following events:
(a) The acquisition by any
individual, entity or group (within the meaning of Treasury
Regulation section 1.409A-3(i)(5)) (a “Person”) of
ownership of 30% or more of the combined voting power of the then
outstanding voting securities of the Corporation (the
“Outstanding Voting Securities”) during a 12-month
period, provided, however, that the acquisition by any corporation
pursuant to a transaction described in clauses (1), (2) and
(3) of Section 2.5(c) will not constitute a Change in
Control; or
(b) During a 12-month period,
individuals who constitute the Board (the “Incumbent
Board”) cease for any reason to constitute at least a
majority of the Board; or
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(c) Consummation of a
reorganization, merger or consolidation or sale or disposition of
assets of the Corporation that have a total gross fair market value
of more than 40% of the total gross fair market value of assets of
the Corporation immediately before the acquisition (a
“Substantial Portion of Assets”) within a 12-month
period (a “Business Combination”), unless, in each case
following such Business Combination, (1) all or substantially
all of the individuals and entities who were the owners,
respectively, of the then outstanding shares of Stock (the
“Outstanding Stock”) and Outstanding Voting Securities
immediately before the Business Combination 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, 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 (A) the Corporation or (B) a Substantial
Portion of Assets of the Corporation acquired within a 12-month
period 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, (2) no Person (excluding any employee benefit plan (or
related trust) of the Corporation or the corporation resulting from
the Business Combination) owns, directly or indirectly, 30% or more
of, the combined voting power of the then outstanding voting
securities of the corporation resulting from the Business
Combination except to the extent that the Person owned 30% or more
of the Outstanding Voting Securities before the Business
Combination, and (3) 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 during the 12-month
period immediately preceding the Business Combination;
or
(d) Approval by the stockholders of
the Corporation of a complete liquidation or dissolution of the
Corporation, but only to the extent that one Person acquires a
Substantial Portion of Assets of the Corporation within a 12-month
period in connection with such transaction.
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The rules of this Section 2.5 shall be
interpreted and applied in accordance with the provisions of
Treasury Regulation section 1.409A-3(i)(5).
2.6 “Code”
means the Internal Revenue Code of
1986, as amended.
2.7
“Committee” means the Compensation Committee of the Board,
such other committee as may be appointed by the Board to administer
the Plan or the person or persons to whom the Compensation
Committee or such other committee may have delegated any of the
Committee’s authority to administer the Plan.
2.8
“Compensation” means amounts payable by the Corporation, absent
deferral, with respect to services provided by a Participant to the
Corporation as a member of the Board, including retainer and
meeting fees, but Compensation shall not include Non-Elective Stock
Unit amounts credited to a Participant’s Account
hereunder.
2.9
“Corporation” or “Unisys” means Unisys
Corporation.
2.10 “Deferral
Election” means an
election by an Eligible Director to defer a portion of his or her
Compensation under the Plan, as described in
Section 3.1.
2.11 “Effective
Date” means, except
as otherwise noted herein, January 1, 2005, the original
effective date of the Plan.
2.12 “Eligible
Director” means a
member of the Board who is not an employee of the
Corporation.
2.13 “Fair Market
Value” means, on
any date, the sales price of a share of Unisys Common Stock
(a) on the New York Stock Exchange as of the official close of
the New York Stock Exchange at 4:00 p.m. U.S. Eastern Standard Time
or Eastern Daylight Time, as the case may be, on such date, or
(b) on such other stock exchange, designated by the Committee
in its sole discretion, as of the official close of such exchange
on such date.
2.14 “Investment
Measurement Option” means any of the hypothetical investment
alternatives available for determining the additional amounts to be
credited to a Participant’s Account under Section 4.2.
As of the Effective Date, the Investment Measurement Options
available are generally the investment options available to
eligible participants under the USP other than the Unisys Common
Stock Fund.
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2.15
“Participant” means an Eligible Director or a former Eligible
Director who has made a Deferral Election or been awarded
Non-Elective Stock Units and who has not received a distribution of
his or her entire Account Balance.
2.16
“Plan” means
the 2005 Deferred Compensation Plan for Directors of Unisys
Corporation, as set forth herein and as amended from time to
time.
2.17 “Revised
Election” means an
election made by a Participant, in accordance with
Section 5.2, to change the date as of which payment of his or
her Account Balance is to commence and/or the form in which such
payment is to be made.
2.18 “Separation from
Service” means the
termination of a Participant’s service as a member of the
Board.
2.19 “Stock
Units” means Unisys
common stock-equivalent units, which are awarded pursuant to the
Unisys Corporation 2003 Long-Term Incentive and Equity Compensation
Plan or, effective as of April 26, 2007, the Unisys
Corporation 2007 Long-Term Incentive and Equity Compensation Plan,
or any successor equity-based incentive compensation plan as
Elective or Non-Elective Stock Units. Elective Stock Units are
Stock Units awarded as a result of a Participant’s election
to defer the receipt of Compensation in accordance with
Section 4.2(b) of the Plan. Non-Elective Stock Units are Stock
Units awarded to the Participant by the Corporation without regard
to a deferral election. Each Stock Unit represents the equivalent
of one share of Unisys Common Stock; therefore, the value of a
Stock Unit on any given date is the Fair Market Value of a share of
Unisys Common Stock on that date.
2.20 “Stock Units
Account” means that
portion of a Participant’s Account attributable to Elective
and Non-Elective Stock Units.
2.21 “USP”
means the Unisys Savings Plan, as
amended from time to time.
2.22 “Valuation
Date” means each
business day on which the New York Stock Exchange (or such other
exchange designated by the Committee in its sole discretion) is
open, each of which is a date on which the interest of a
Participant in each of the Participant’s Accounts is valued
pursuant to the terms of the Plan.
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Article III
Deferral of
Compensation
3.1 Deferral Election
. (a) Each Eligible
Director may elect to defer all or a portion of his or her
Compensation that, absent deferral, would be paid to him or her for
services rendered during the following calendar year by properly
completing and filing a Deferral Election form.
(b) To be effective, a Deferral
Election must be made in writing by the Eligible Director on a form
furnished by the Secretary of the Corporation.
(1) Generally, an Eligible
Director’s Deferral Election must be received by the
Secretary of the Corporation on or before the date specified by the
Committee, which shall be no later than the December 31 prior
to the calendar year to which the Deferral Election
applies.
(2) Notwithstanding
Section 3.1(b)(1), an individual who becomes an Eligible
Director after January 1 of a calendar year may make a
Deferral Election by filing the required written election with the
Secretary of the Corporation on or before the date that is 30 days
after the date on which he or she becomes an Eligible Director, and
his or her election shall apply to Compensation that would be
earned by him or her during the remainder of the calendar year
after he or she filed the election. An Eligible Director may make a
Deferral Election under this Section 3.1(b)(2), (A) when
he or she initially becomes an Eligible Director, or
(B) effective January 1, 2009, at any subsequent time if
he or she becomes an Eligible Director again after having ceased to
be an Eligible Director at a previous time, and if he or she either
had received his or her entire Account Balance attributable to his
or her prior period of service as a member of the Board before
becoming an Eligible Director again or had not been an Eligible
Director at any time during the
