October 8, 2008
Mr. Greg J. Baroni
9871 Avenel Farm Drive
Potomac, MD 20854
Dear Greg,
This Letter Agreement, Release and Waiver of Claims ("Agreement")
sets forth
the terms of your separation from Unisys:
1. In exchange for the mutual promises and commitments
contained herein,
Unisys will continue your monthly base salary and your medical and
dental
benefits until up to April 13, 2009, as further described in this
letter
("Continuation Period"). Upon execution of this Agreement,
you will submit a
letter resigning as a Senior Vice President of the Corporation and
President of
Federal Systems, effective October 3, 2008 and a letter resigning
your
employment, effective October 13, 2008, ("Departure Date").
The salary you
receive after the Departure Date will not be considered
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. You will not be eligible to
receive a 2008
Executive Variable Compensation ("EVC") Plan bonus payment.
2. During the Continuation Period, your current medical and
dental benefits
will be continued pursuant to the terms of the applicable plan
documents. In
the event that you obtain full-time <fn1> employment during
the Continuation
Period, you will notify me and your medical and dental benefits
will cease upon
the commencement of your new employment. In 2009, you will
remain eligible for
your 2008 Financial Counseling services in an amount of up to
$5,000. Your
participation in the Unisys Short-Term and Long-Term Disability
Plans, the
Executive Death Benefit Only Program, and any Deferred Compensation
Plans
terminated effective October 3, 2008. Any amounts payable
under the Deferred
Compensation Plans will be paid in accordance with the applicable
plan
documents.
3. Except as otherwise set forth herein, you will be entitled
to exercise the
stock options and to continue to vest in the restricted share units
previously
granted to you to the extent set forth in the 1990 Unisys Long Term
Incentive
Plan, the 2003 Long-Term Incentive and Equity Compensation Plan and
the 2007
Long-Term Incentive and Equity Compensation Plan, as applicable and
the
applicable award agreements. Please consult your Plan
documents and the
applicable award agreements for the rules governing the exercise of
your stock
options and the vesting of your restricted share units.
4. 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.
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. You agree that you will conduct yourself in a manner
consistent with the
Unisys Code of Ethical Conduct. You agree that you will not
negatively comment
about Unisys (or its subsidiaries or affiliates), about any of its
products,
services or other businesses, or about its present or past Board of
Directors,
officers, or employees, except that you may give truthful testimony
before a
court or governmental agency, if duly subpoenaed to
testify.
7. Unisys Corporation and you hereby agree that Unisys
Corporation shall not,
in any communication with the press or other media or any
prospective future
employer of yours, or any customer, client, or supplier of Unisys
Corporation
or any of its affiliates, criticize, ridicule or make any statement
which
disparages or is derogatory to you.
8. Unisys Corporation further represents that it has no
present intention to
commence any legal proceedings against you as a result of any
actions
undertaken by you during and within the scope of you employment
with Unisys.
9. You agree that the meaning, effect and terms of this
Agreement have been
fully explained to you and that you understand that this Agreement
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 Agreement.
10. You also agree that you have been allowed at least
twenty-one (21) days to
consider the meaning and effect of this Agreement and that this
Agreement
constitutes written notice that you have been advised to consult
with an
attorney prior to executing this Agreement.
11. You have seven (7) days from the day you sign this
Agreement to revoke
your acceptance of this Agreement and this Agreement shall not
become effective
or enforceable until this revocation period has expired.
12. To the extent applicable, 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 (the "Code"), and all cash
severance benefits
payable under this Agreement are not intended to constitute
deferred
compensation subject to the requirements of Section 409A of the
Code in
reliance on the "short-term deferral exception" under Treas. Reg.
1.409A-
1(b)(4), and "separation pay exception" under Treas. Reg.
1.409A-1(b)(9)(iii).
All payments under this Agreement are deemed to be a separate
payment for
purposes of Section 409A of the Code, and all installment payments
are to be
treated as a separate payment.
13. 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
