January 15, 2008
Mr. Brian T. Maloney
22 Starview Drive
Flemington, NJ
08822
Dear Brian,
This Letter Agreement, Release and Waiver of Claims will outline
the terms of
your separation from Unisys:
1. This
correspondence will confirm that your employment with Unisys
has
been terminated without cause as defined in your April 26, 2006
offer letter
thereby entitling you to the separation benefits described therein.
Additionally, and in exchange for the mutual promises contained in
this Letter
Agreement, Unisys will also provide you with the benefits described
herein.
For purposes of this Letter Agreement, Release and Waiver of
Claims, your last
day of work will be January 15, 2008 ("Departure Date"). The
effective date of
your termination will be up to October 15, 2008 as described
further herein
("Continuation Period"). You will not be required to report
to the office
after the Departure Date. In the event you obtain full-time
employment <F1>
prior to June 30, 2008, Unisys will pay you any remaining salary
payments up
until said date, in a lump sum, less lawful deductions.
The salary you
receive
after the Departure Date will not be considered program
compensation for
purposes of any employee benefit plan, including, but not limited
to, the
Unisys Savings Plan.
You will not be eligible for any vacation accrual after
the Departure Date and your accrued and unused vacation balance
will be paid to
you in your final paycheck.
2. During
the Continuation Period, your current health and welfare
benefits
will be continued pursuant to the terms of the applicable plan
documents. You
will remain eligible for your 2007 Financial Counseling in the
amount of up to
$5,000 and your 2007 Executive Physical, such services to be
performed in 2008
for the 2007 tax year.
Also, you will be entitled to exercise the stock
options and restricted share units previously granted to you in
accordance with
the terms of the 2003 Long-Term Incentive and Equity Compensation
Plan ("Stock
Option Plans").<F2> Your participation in the Unisys
Short-Term and Long-Term
Disability Plans, the Executive Death Benefit Only Program, the
Personal
Liability Umbrella Insurance, and the 2005 Deferred Compensation
Plan will
terminate on the Departure Date.
3. You
will be eligible to participate in the Right Associates
Executive
Outplacement Program for six months. We have made the necessary
arrangements
for you and you should contact Mr. James Clontz @ 717.290.7050 to
begin the
outplacement process no later than February 15, 2008. As you know, you have a
duty to mitigate the termination payments provided hereunder and
you agree to
exercise your best efforts toward obtaining new employment.
This provision is
a material condition of this agreement.
4. In the
event that you remain unemployed on June 30, 2008, Unisys will
continue your employment under the terms described herein until up
to October
15, 2008, in 30 day increments, or until you obtain suitable,
full-time
employment, or cease actively seeking employment, whichever first
occurs. You
should call me at least two weeks in advance to request each one of
these
extensions.
5. You
recognize that this Agreement is in the form of a personal
services
contract that cannot be assigned. Accordingly, the payments and
benefits
provided to you during the Continuation Period are not susceptible
to descent
or devise to your
heirs or successors, except as may be provided by the terms
of the applicable plan documents.
6. As an
additional condition of your continued employment, you
specifically
agree that you will conduct yourself in a manner consistent with
Unisys work
rules, Code of Ethical Conduct and the highest professional
standards. Both
parties agree that neither party will negatively comment about the
other,
publicly or privately, about you or, in the case of Unisys (or its
subsidiaries
or affiliates), about any of its products, services or other
businesses, its
present or past Board of Directors, its officers, or employees,
except that you
may give truthful testimony before a court or governmental agency,
if duly
subpoenaed to testify.
7. You
agree that the meaning, effect and terms of this Letter
Agreement,
Release and Waiver of Claims have been fully explained to you to
your
satisfaction and that you understand that this Letter Agreement,
Release and
Waiver of Claims settles, bars, and waives any and all Claims (as
defined
below) that you have or could possibly have against, among others,
Unisys and
any of its employees, agents or assigns as of the date of this
Letter
Agreement, Release and Waiver of Claims.
8. You
have up to twenty-one (21) days from receipt of this Letter
Agreement, Release and Waiver of Claims to decide whether to agree
to it. We
advise you to consult with an attorney of your choice, and at your
cost, if you
so desire.
9. You
have seven (7) days from the day you sign this Letter
Agreement,
Release and Waiver of Claims to revoke your acceptance of it, and
the terms and
conditions of this Letter Agreement, Release and Waiver of Claims
shall not
become effective or enforceable until this revocation period has
expired.
10.
Notwithstanding any provision of this Agreement to the contrary,
Unisys
shall administer this Agreement in a manner that is consistent with
the
requirements of Section 409A of the Internal Revenue Code of 1986,
as amended.
In consideration for the foregoing promises, which you acknowledge
are adequate
and satisfactory to you, and intending to be legally bound, you
knowingly and
voluntarily agree as follows:
A. You
agree to release and forever discharge Unisys Corporation and
its
parents, subsidiaries, affiliates and associated benefit and
compensation
plans, and its and their officers, directors, employees and agents,
as well as
all predecessors, successors and assigns, heirs, executors,
fiduciaries,
trustees, attorneys, and administrators of the foregoing,
(collectively,
"Releasees") from any and all causes of action, suits, debts,
claims and
demands in law or in equity (collectively, "Claims") which you have
ever had,
now have or hereafter may have or which your heirs, executors or
administrators
may have, by reason of any matter, cause, or thing whatsoever at
any time in
the past up to the date of your signature below, and particularly
but without
limitation, any Claims arising from or relating in any way to your
employment
relationship with Unisys or the termination thereof, including but
not limited
to, any Claims for alleged violations of Title VII of the Civil
Rights Act of
1964, 42 U.S.C. 2000e et seq., as amended, the Civil Rights Act of
1866, 42
U.S.C. 1981, as amended (including, but not limited to, 42 U.S.C.
1981a), the
Americans with Disabilities Act of 1990, 42 U.S.C. 12101 et seq.,
as amended,
the Age Discrimination in Employment Act, 29 U.S.C. 621 et seq., as
amended,
the Federal Health Insurance Portability and Accountability Act of
1996, as
amended, the Employee Retirement Income Security Act of 1974, 29
U.S.C. 1001 et
seq., as amended, the Family Medical Leave Act, 29 U.S.C. 2601 et
seq., as
amended, as well as any Claims for breach of any employment
contract or
agreement (written, oral, or implied), wrongful discharge, breach
of the
covenant of good faith and fair dealing, promissory and/or
equitable estoppel,
tort claims of any nature, and any Claims which
