Exhibit 10.13
THE UNISYS
CORPORATION
2003 LONG-TERM INCENTIVE AND
EQUITY COMPENSATION PLAN
(As Amended and Restated
Effective January 1, 2009)
SECTION 1. PURPOSE;
DEFINITIONS
The purpose of the Plan is to
support the Company’s ongoing efforts to attract, retain and
develop exceptional talent and enable the Company to provide
incentives directly linked to the Company’s short and
long-term objectives and to increases in shareholder
value.
For purposes of the Plan, the
following terms are defined as set forth below:
a. “AFFILIATE” means an
entity which is not a Subsidiary, but in which the Company has an
equity interest.
b. “ANNUAL INCENTIVE
AWARD” means an Incentive Award made pursuant to
Section 10 with a Performance Cycle of one year or
less.
c. “AWARDS” mean grants
under the Plan of Incentive Awards, Stock Options, Stock
Appreciation Rights, Restricted Share or Other Stock-Based
Awards.
d. “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.
e. “BOARD” means the
Board of Directors of the Company.
f. “CODE” means the
Internal Revenue Code of 1986, as amended from time to time, and
any successor thereto.
g. “COMMISSION” means
the Securities and Exchange Commission or any successor
agency.
h. “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.
i. “COMMON STOCK” or
“STOCK” means the common stock of the Company, par
value $0.01 per share.
j. “COMPANY” means
Unisys Corporation or any successor thereto.
k. “EXCHANGE ACT” means
the Securities Exchange Act of 1934, as amended from time to time,
and any successor thereto.
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l. “FAIR MARKET VALUE” means, on any
date, the average of the high and the low sales price of a share of
Stock as reported on the New York Stock Exchange for that day, but
not later than the earlier of the official close of the New York
Stock Exchange or 4:00 p.m. US Eastern Standard Time or Eastern
Daylight Time, as the case may be.
m. “INCENTIVE AWARD”
means any Award made pursuant to Section 10 that is either an
Annual Incentive Award or a Long-Term Incentive Award.
n. “INCENTIVE STOCK
OPTION” means any Stock Option that complies with section 422
of the Code.
o. “LONG-TERM INCENTIVE
AWARD” means an Incentive Award made pursuant to
Section 10 with a Performance Cycle of more than one
year.
p. “NONQUALIFIED STOCK
OPTION” means any Stock Option that is not an Incentive Stock
Option.
q. “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
Affiliates 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.
r. “OTHER STOCK-BASED
AWARD” means an Award made pursuant to
Section 9.
s. “PARTICIPANT” shall
mean an eligible employee or non-employee director who has been
selected to receive an Award under the Plan in accordance with
Section 3.
t. “PERFORMANCE CYCLE”
means the period selected by the Committee during which the
performance of the Company or any Subsidiary, Affiliate or unit
thereof or any individual is measured for the purpose of
determining the extent to which an Award subject to Performance
Goals has been earned.
u. “PERFORMANCE GOALS”
mean the objectives for the Company or any Subsidiary, Affiliate or
any unit, division or geographic region thereof or any individual
that may be established by the Committee for a Performance Cycle
with respect to any performance-based Awards made under the Plan.
The Performance Goals for Awards that are intended to constitute
“performance-based” compensation within the meaning of
section 162(m) of the Code will be based on one or more of the
following criteria: earnings per share, total shareholder return,
operating income, net income, cash flow, free cash flow, return on
equity, return on capital, earnings before interest, taxes,
depreciation and amortization (“EBITDA”), stock price,
debt-to-capital ratio, stockholders’ equity per share,
operating income as a percent of revenue, gross profit expense,
selling, general and administrative expenses as a percent of
revenue, operating cash flow, operating margin, orders, revenue,
and customer value.
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v. “PLAN” means The Unisys
Corporation 2003 Long-Term Incentive and Equity Compensation Plan,
as set forth herein and as may be amended from time to
time.
w. “RESTRICTED PERIOD”
means the period during which an Award may not be sold, assigned,
transferred, pledged or otherwise encumbered.
x. “RESTRICTED SHARE”
means an Award of shares of Stock pursuant to
Section 8.
y. “SPREAD VALUE” means,
with respect to a share of Stock subject to an Award, an amount
equal to the excess of the Fair Market Value, on the date such
value is determined, over the Award’s exercise or grant
price, if any.
z. “STOCK APPRECIATION
RIGHT” or “SAR” means a right granted pursuant to
Section 7.
aa. “STOCK OPTION” means
an option granted pursuant to Section 6.
bb. “SUBSIDIARY” shall
have the meaning set forth in Section 425(f) of the
Code.
cc. “TERMINATION OF
EMPLOYMENT” means the voluntary or involuntary termination of
a Participant’s employment with the Company or a Subsidiary
or Affiliate 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 or Affiliates. 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. To the extent necessary, “Termination of
Employment” will be limited to those circumstances that
constitute a “separation from service” within the
meaning of Section 409A of the Code.
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 11.
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, consistent with
the objectives of the Plan, as may be necessary or desirable to
comply with the laws, regulations, practices and tax and accounting
principles of the countries in which the Company or a Subsidiary or
Affiliate may operate and/or to assure the economic viability of
Awards made to individuals employed in such countries.
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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 and to
establish and administer any Performance Goals applicable to such
Awards, but, at the discretion of the Board, these determinations
may be made subject to ratification by the Board.
The Committee may delegate its
authority and power under the Plan in whole or in part to a
subcommittee consisting of two or more non-employee directors who
are “outside directors” within the meaning of section
162(m) of the Code. The Committee may similarly 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 and who are not “covered employees”
within the meaning of section 162(m) of the Code.
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 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. ELIGIBLE
PARTICIPANTS
Participants in the Plan shall be
such employees of the Company and its Subsidiaries or Affiliates,
including elected officers, and non-employee directors of the
Company, that are selected by the Committee, in its sole
discretion, from time to time to receive an Award under the Plan.
The Plan is discretionary in nature, and the grant of Awards by the
Committee is voluntary and occasional. The Committee’s
selection of an eligible employee to receive an Award in any year
or at any time shall not require the Committee to select such
employee to receive an Award in any other year or at any other
time. The selection of an employee to receive one type of Award
under the Plan does not require the Committee to select such
employee to receive any other type of Award under the Plan. The
Committee shall consider such factors as it deems pertinent in
selecting Participants and in determining the type and amount of
their respective Awards.
SECTION 4. STOCK SUBJECT TO
PLAN
The number of shares of Stock
authorized for issuance under the Plan will be 20.0 million
shares. Any or all of the authorized shares may be issued pursuant
to the exercise of Stock Options awarded under the Plan, but no
more than a total of 10.0 million shares may be issued with
respect to Awards other than Stock Options. 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 issuance
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 issuance in connection with
Awards under the Plan.
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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, in
the number, kind and price of shares subject to outstanding Awards
and in the Award limits set forth in Sections 4 and 5, 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 — GENERAL
TERMS AND LIMITATIONS
(a) AWARDS GRANTED AT FAIR MARKET
VALUE. The exercise price of a Stock Option and the grant price of
an SAR may not be less than 100% of the Fair Market Value on the
date of grant. In addition, to the extent that the value of an
Other Stock-Based Award is based on Spread Value, the grant price
for the Other Stock-Based Award 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
Subsidiary or Affiliate of the Company is a surviving corporation,
the Committee may grant Stock Options, SARs or Other Stock-Based
Awards in substitution for similar awards granted under a plan of
another party to the transaction and may adjust Awards under this
Plan, and in such a case the exercise price or grant price of the
substituted Stock Options, SARs or Other Stock-Based Awards 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, stock appreciation right or
other award being replaced; provided, however, that the exercise
price, grant price or other adjustment does not exceed the price or
adjustment permitted for the grant not to be considered a new grant
in accordance with regulations under Section 409A of the Code
and Section 424 of the Code for an Incentive Stock
Option.
(b) ANNUAL AWARD LIMITATION. The
total number of shares of Restricted Stock and other shares of
Stock subject to or underlying Stock Options, SARs and Other
Stock-Based Awards awarded to any Participant during any year may
not exceed (i) two million shares, multiplied by (ii) the
number of calendar years during which the Participant was eligible
to participate in the Plan in accordance with Section 3 above,
and reduced by (iii) the number of shares with respect to
which the participant has received awards of Restricted Stock,
Stock Options, SARs and/or Other Stock-Based Awards under the Plan.
An Annual Incentive Award paid to a participant with respect to any
Performance Cycle may not exceed $5,000,000. A Long-Term Incentive
Award paid to a participant with respect to any Performance Cycle
may not exceed $3,000,000 times the number of years in the
Performance Cycle.
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(c) PERFORMANCE-BASED AWARDS. Any Awards granted
pursuant to the Plan may, at the discretion of the Committee, be in
the form of performance-based Awards through the application of
Performance Goals over a specified Performance Cycle.
(d) MINIMUM VESTING PERIODS. Except
in the case of a new-hire Award or under such other circumstances
deemed appropriate by the Committee, no Stock Option, Stock
Appreciation Right, Restricted Share or Other Stock-Based Award may
be granted with a vesting period of less than one year.
SECTION 6. STOCK OPTIONS
(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 the Plan
will be in the form of Incentive Stock Options or Nonqualified
Stock Options. 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) DURATION OF STOCK OPTIONS. Stock
Options will terminate after the first to occur of the
following:
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(1)
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Expiration of
the Stock Option as provided in the applicable Award
agreement;
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(2) Termination of the Stock Option
Award, as provided in Section 6(d), following the
participant’s Termination of Employment;
(3) In the case of an Incentive
Stock Option, ten years from the date of grant.
(c) 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 vest 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 the Plan to be exercised
after its termination date described in Section 6(d), but in
no event later than the last day of the term of the Stock Option as
set forth in the applicable Award agreement.
(d) EXERCISE OF STOCK OPTIONS UPON
TERMINATION OF EMPLOYMENT. Except as otherwise provided in this
Section 6(d) or in Section 6(c), or as otherwise
expressly provided in a Participant’s Award agreement as
authorized by the Committee, 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.
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(1) Disability or Normal Retirement. Upon a
Participant’s Termination of Employment by reason of
disability or retirement on or after his/her 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 vested upon such Termination of Employment (or which became
vested at a later date pursuant to Section 6(d)(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
Affiliate, 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 6(d)(1) or
Section 6(d)(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, (C) the
last day of the term of the Stock Option as set forth in the
applicable Award agreement or (D) such other date set forth in
the Award agreement as authorized by the Committee.
(3) Termination of Employment at Age
55 with Five Years of Service. Notwithstanding anything in this
Section 6 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 or Affiliates,
(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 extent that the Stock
Options have vested as of the Termination of Employment or
thereafter in accordance with Section 6(d)(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
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