Exhibit 10.20
UNISYS CORPORATION
2007 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
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.
l. “FAIR MARKET VALUE” means, on any
date, the closing 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., U.S. 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; revenue growth; 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 as a percent of revenue; selling, general
and administrative expenses as a percent of revenue; operating cash
flow; pre-tax profit; orders; revenue; customer value; or any of
the foregoing criteria adjusted in a manner prescribed within the
time permitted under Section 162(m) of the Code by
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the Committee (i) to exclude one or more
specified components of the calculation thereof or (ii) to
include one or more other specified items, including, but not
limited to, exclusions under subsection (i) or inclusions
under subsection (ii) designed to reflect changes during the
Performance Cycle in generally accepted accounting principles or in
tax rates, currency fluctuations, the effects of acquisitions or
dispositions of a business or investments in whole or in part,
extraordinary or nonrecurring items, the gain or loss from claims
or litigation and related insurance recoveries, the effects of
impairment of tangible or intangible assets, or the effects of
restructuring or reductions in force or other business
recharacterization activities, income or expense related to defined
benefit or defined contribution pension plans, uninsured losses
from natural catastrophes or political and legal developments
affecting the Company’s business (including losses as a
result of war, terrorism, confiscation, expropriation, seizure, new
regulatory requirements, business interruption or similar
events).
v. “PLAN” means the
Unisys Corporation 2007 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 424(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 (or, in the case of a non-employee director,
termination of service on the Board) 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.
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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.
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
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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 24.0 million
shares. Any or all of the authorized shares may be issued pursuant
to the exercise of Stock Options awarded under the Plan, and all
such shares may be issued pursuant to the exercise of Incentive
Stock Options. If any Award is cashed out or exercised 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. Notwithstanding the foregoing, however,
(a) shares of Stock tendered in payment of the exercise price
of an Option, (b) shares of Stock withheld by the Company to
satisfy any tax withholding obligation with respect to an Award,
and (c) shares of Stock that are repurchased by the Company on
the open market with the proceeds of the exercise of an Option, may
not again be available for issuance in connection with Awards under
the Plan. Also notwithstanding the foregoing, if the Spread Value
of a SAR is paid in shares of Stock, the shares representing the
excess, if any, of (a) the number of shares of Stock subject
to the SAR over (b) the number of shares of Stock delivered in
payment of the Spread Value may not again be available for issuance
in connection with Awards under the Plan.
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 aggregate number and kind of shares reserved for
issuance under the Plan, the number, kind and price of shares
subject to outstanding Awards and the Award limits set forth in
Sections 4 and 5 shall be proportionately substituted for or
adjusted to reflect such change in corporate structure, provided,
however, that any such substitutions or adjustments will be
consistent with the treatment of shares of Stock not subject to the
Plan.
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
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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 Restricted Shares 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.
(c) PERFORMANCE-BASED AWARDS. In the
discretion of the Committee, any Award granted pursuant to the Plan
may be designated as a performance-based award intended to qualify,
through the application of Performance Goals over a specified
Performance Cycle, as “performance-based compensation”
within the meaning of Code Section 162(m).
(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:
(1) 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; or
(3) 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. Notwithstanding the
foregoing, the Committee will not extend the exercise period of any
Option to the extent that the extension would cause the Option to
be considered nonqualified deferred compensation subject to the
provisions of Section 409A of the Code.
(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.
(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 und
