Exhibit 10.27
UNISYS
CORPORATION
2005 DEFERRED COMPENSATION
PLAN
(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 Eligible Executives the opportunity to defer receipt of a
portion of their compensation from the Corporation, to receive
Corporation Contributions and, effective for the period
January 1, 2007 through December 31, 2008, to receive
Savings Plan Credits, under terms advantageous to both the Eligible
Executive and the Corporation and subject to rules that are
intended to satisfy the requirements of Code section
409A.
1.2 Effective Date
. The Burroughs’
Officers Deferred Compensation Plan was originally approved by the
board of directors of Burroughs Corporation on January 29,
1982. That plan, currently named the Unisys Corporation Deferred
Compensation Plan (the “Prior Plan”), has been amended
and restated from time to time since its original adoption.
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.
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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 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 6.1.
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 “Annual Incentive
Pay” means, for any
individual, the amount payable, if any, to such individual under
the Unisys Executive Variable Compensation Plan (or under any
successor annual incentive plan of the Corporation) or under any
other similar annual incentive plan of the Corporation approved by
the Senior Vice President, Human Resources.
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2.4
“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.
2.5
“Board” means
the Board of Directors of the Corporation.
2.6 “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 2.6(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
(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
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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.
The rules of this Section 2.6
shall be interpreted and applied in accordance with the provisions
of Treasury Regulation section 1.409A-3(i)(5).
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2.7 “Code”
means the Internal Revenue Code of
1986, as amended.
2.8
“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.
2.9
“Corporation” or “Unisys” means Unisys
Corporation.
2.10 “Corporation
Contributions” means discretionary amounts that are credited by
the Corporation to the Corporation Contributions Accounts of
eligible Participants at any time based on individual or corporate
performance or such other criteria as is deemed appropriate by the
Corporation.
2.11 “Corporation
Contributions Account” means that portion of a Participant’s
Account to which any Corporation Contributions under the Plan for
him or her are credited.
2.12 “Deferral
Election” means an
election by an Eligible Executive to defer a portion of his or her
compensation from the Corporation under the Plan, as described in
Section 3.1.
2.13 “Effective
Date” means, except
as otherwise noted herein, January 1, 2005, the original
effective date of the Plan.
2.14 “Eligible
Executive” means,
for any calendar year, an employee of the Corporation
(a) whose base salary from the Corporation equals or exceeds
70
5
percent (70%) of the maximum amount of
compensation that is permitted to be taken into account under Code
section 401(a)(17) and who is eligible to receive Annual Incentive
Pay or sales commissions, (b) whose base salary from the
Corporation equals or exceeds the maximum amount of compensation
that is permitted to be taken into account under Code section
401(a)(17), or (c) who satisfies any other eligibility
criteria established by the Committee.
2.15 “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.
2.16 “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 6.2.
As of the Effective Date, the Investment Measurement Options
available are generally the investment options available to
eligible participants under the USP. Performance Unit Compensation
deferred under the Plan will be held as Stock Units.
2.17
“Participant” means an Eligible Executive or former Eligible
Executive who has made a Deferral Election and/or received Savings
Plan Credits and/or Corporation Contributions and who has not
received a distribution of his or her entire Account
Balance.
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2.18 “Performance Unit
Compensation” means
any amount payable to an Eligible Executive as a result of the
Eligible Executive’s vesting in a Performance Unit award
(including, but not limited to, share unit and restricted share
unit awards) made under the terms of 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.
2.19
“Plan” means
the Unisys Corporation 2005 Deferred Compensation Plan, as set
forth herein and as amended from time to time.
2.20 “Revised
Election” means an
election made by a Participant, in accordance with
Section 7.2, 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.
2.21 “Savings Plan
Credits” means,
effective for the period January 1, 2007 through
December 31, 2008, amounts automatically credited by the
Corporation to the Savings Plan Credits Accounts of eligible
Participants in accordance with the provisions of Article IV of the
Plan.
2.22 “Savings Plan Credits
Account” means
that portion of a Participant’s Account to which any Savings
Plan Credits under the Plan for him or her are credited.
2.23 “Separation from
Service” with
respect to a Participant means the Participant’s death,
retirement or other termination of employment with the
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Corporation as determined in accordance with
Code section 409A and the regulations thereunder. A Participant
shall be considered to have terminated employment for this purpose
when the Participant and the Corporation anticipate that the
Participant will no longer perform services, as an employee or
independent contractor, after a certain date or that the level of
services the Participant would perform after such date, as an
employee or independent contractor, will permanently decrease to no
more than 20 percent (20%) of the average level of the
Participant’s services performed over the immediately
preceding 36-month period.
2.24 “Stock
Units” means Unisys
common stock-equivalent units. 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.
2.25 “USP”
means the Unisys Savings Plan, as
amended from time to time.
2.26 “Valuation
Date” means each
business day on which the New York Stock Exchange (or such other
stock 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.
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Article III
Deferral of
Compensation
3.1 Deferral Election
.
(a) During any calendar year, each
individual who is an Eligible Executive for such calendar year may,
by properly completing and filing a Deferral Election in the form
and manner prescribed by the Committee, elect to defer:
(1) all or a portion of his or her
salary that, absent deferral under this Plan but giving effect to
any deferral or salary deduction election under any other plan
maintained by the Corporation (other than the USP), would be paid
to him or her for services rendered during the next following
calendar year; and/or
(2) up to 75 percent (75%) of
his or her sales commissions that, absent deferral under this Plan
but giving effect to any deferral or salary deduction election
under any other plan maintained by the Corporation (other than the
USP), would be paid to him or her for sales made during the next
following calendar year; and
(3) all or a portion of his or her
Annual Incentive Pay that, absent deferral under this Plan, but
giving effect to any deferral or salary deduction election under
any other plan maintained by the Corporation (other than the USP),
would be paid to him or her in the next following calendar
year.
(b) To be effective, generally an
Eligible Executive’s Deferral Election:
(1) with respect to salary or sales
commissions must be properly completed and filed by (A) the
date specified by the Committee, which shall be no later than
October 31 of the calendar year immediately preceding the
calendar year in which the amounts to be deferred, absent deferral,
would be earned by the Eligible Executive, or (B) if no date
is specified by the Committee, by October 31 of the calendar
year immediately preceding the calendar year in which the amounts
to be deferred, absent deferral, would be earned by the Eligible
Executive; provided, however, that, effective January 1, 2007,
for Deferral Elections for years beginning on or after
January 1, 2008, December 20 shall be substituted
for October 31 in clauses (A) and (B) of this
Section 3.1(b)(1); and
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(2) with respect to Annual Incentive
Pay must be properly completed and filed by June 30 of the
calendar year for which the Annual Incentive Pay will be
paid.
(c) Notwithstanding
Section 3.1(b), an individual who becomes an Eligible
Executive after January 1 of a calendar year may make and file
a Deferral Election on or before the date that is 30 days after the
date on which he or she becomes an Eligible Executive with respect
to salary and/or sales commissions that, absent deferral, would be
earned by him or her during the remainder of the calendar year
after he or she filed the election, with such Deferral Election
becoming effective as soon as administratively practicable after it
is properly completed and filed, and an Eligible Executive may also
file a Deferral Election within such 30-day period with respect to
salary and/or sales commissions that, absent deferral, would be
earned in the subsequent calendar year regardless of whether such
30-day period ends after October 31 of the
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preceding year or, for years beginning on or
after January 1, 2008, December 20 of the preceding
year. An Eligible Executive may make a Deferral Election under this
Section 3.1(c), (1) when he or she initially becomes an
Eligible Executive, or (2) effective January 1, 2009, at
any subsequent time if he or she becomes an Eligible Executive
again after having ceased to be an Eligible Executive 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 an employee before becoming an Eligible Executive again or had
not been an Eligible Executive at any time during the 24-month
period ending on the date he or she became an Eligible Executive
again. An Eligible Executive’s service as an employee prior
to the Effective Date and his or her account under the Prior Plan,
if any, shall be taken into account in applying these
rules.
(d) In addition to the Deferral
Elections described in Section 3.1(a), an Eligible Executive
may make a Deferral Election with respect to Performance Unit
Compensation that, absent deferral, would be paid to the Eligible
Executive. To be effective, a Deferral Election with respect to
Performance Unit Compensation must be made in writing by the
Eligible Executive on or before the date on which the award of
Performance Unit Compensation that the Eligible Executive intends
to defer is granted to the Eligible Executive.
(e) Once made, a Deferral Election
shall become effective upon receipt by the Corporate Executive
Compensation Department and, except to the extent otherwise
provided in Section 7.2., will become irrevocable as of the
relevant date specified in Section 3.1(b) through or (d), as
the case may be, above. An Eligible Executive’s Deferral
Election must specify either a percentage or a certain dollar
amount
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