{"id":38759,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/deferred-compensation-plan-nonemployee-directors-unisys-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"deferred-compensation-plan-nonemployee-directors-unisys-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/deferred-compensation-plan-nonemployee-directors-unisys-corp.html","title":{"rendered":"Deferred Compensation Plan – Nonemployee Directors – Unisys Corp."},"content":{"rendered":"

2005 DEFERRED COMPENSATION PLAN <\/strong><\/p>\n

FOR DIRECTORS OF UNISYS CORPORATION <\/u><\/strong>\n<\/p>\n

(As amended and restated effective December 2, 2010
\n<\/strong><\/p>\n

except as otherwise noted below) <\/strong><\/p>\n

Article I <\/strong><\/p>\n

Purpose & Authority <\/u><\/strong><\/p>\n

1.1 Purpose<\/u>.<\/strong> The purpose of the Plan is to offer
\nmembers of the Board of Directors who are not employees of the Corporation the
\nopportunity to defer receipt of a portion of their Compensation, under terms
\nadvantageous to both the Director and the Corporation and subject to rules that
\nsatisfy the requirements of section 409A of the Code.<\/p>\n

1.2 Effective Date<\/u>.<\/strong> A deferred compensation plan for
\ndirectors of the predecessor to Unisys Corporation was originally approved by
\nthe board of the predecessor corporation on November 20, 1981. That plan,
\ncurrently named the Deferred Compensation Plan for Directors of Unisys
\nCorporation, was subsequently amended, effective January 1, 1994 and, again,
\neffective April 22, 2004. Deferrals of compensation earned and vested before
\nJanuary 1, 2005 were made under that plan, and amounts deferred under that plan
\nwill continue to be subject to the rules set forth in that plan document. This
\nPlan was adopted February 10, 2005, effective January 1, 2005, for deferrals of
\ncompensation earned and vested on or after January 1, 2005, and was amended from
\ntime to time thereafter. This Plan is now being amended and restated for
\ndeferrals of compensation earned and vested on and after the Effective Date,
\nwhich will be subject to the rules set forth in this Plan document as it may be
\namended from time to time.<\/p>\n

1.3 Authority<\/u>.<\/strong> Any decision made or action taken by
\nthe Corporation and any of its officers or employees involved in the
\nadministration of this Plan, or any member of the Board or the Committee arising
\nout of or in connection with the construction, administration,<\/p>\n

– 1 –<\/p>\n

\n

interpretation and effect of the Plan shall be within the sole discretion of
\nall and each of them, as the case may be, and will be conclusive and binding on
\nall parties. No member of the Board and no employee of the Corporation shall be
\nliable for any act or action hereunder, whether of omission or commission, by
\nany other member or employee or by any agent to whom duties in connection with
\nthe administration of the Plan have been delegated or, except in circumstances
\ninvolving the member153s or employee153s bad faith, for anything done or omitted to
\nbe done by himself or herself.<\/p>\n

Article II <\/strong><\/p>\n

Definitions <\/u><\/strong><\/p>\n

2.1 “Account”<\/strong> means, for any Participant, each memorandum
\naccount established for the Participant under Section 4.1.<\/p>\n

2.2 “Account Balance”<\/strong> means, for any Participant as of any
\ndate and with respect to any Account, the aggregate amount reflected in that
\nAccount.<\/p>\n

2.3 “Award” <\/strong>means an Award (as that term is defined under
\nthe applicable LTIP) that is granted under the applicable LTIP, other than an
\naward of Stock Options or Stock Appreciation Rights (as defined under the
\napplicable LTIP).<\/p>\n

2.4 “Beneficiary”<\/strong> means the person or persons designated
\nfrom time to time in writing by a Participant to receive payments under the Plan
\nafter the death of such Participant or, in the absence of such designation or in
\nthe event that such designated person or persons predeceases the Participant,
\nthe Participant153s estate.<\/p>\n

2.5 “Board”<\/strong> means the Board of Directors of the Corporation.\n<\/p>\n

2.6 “Change in Control”<\/strong> means any of the following events:\n<\/p>\n

(a) The acquisition by any individual, entity or group (within the meaning of
\nTreasury Regulation section 1.409A-3(i)(5)) (a “Person”) of ownership of 30% or
\nmore of the combined voting power of the then outstanding voting securities of
\nthe Corporation (the “Outstanding Voting Securities”) during a 12-month period,
\nprovided, however, that the<\/p>\n

– 2 –<\/p>\n

\n

acquisition by any corporation pursuant to a transaction described in clauses
\n(1), (2) and (3) of Section 2.5(c) will not constitute a Change in Control; or\n<\/p>\n

(b) During a 12-month period, individuals who constitute the Board (the
\n“Incumbent Board”) cease for any reason to constitute at least a majority of the
\nBoard; or<\/p>\n

(c) Consummation of a reorganization, merger or consolidation or sale or
\ndisposition of assets of the Corporation that have a total gross fair market
\nvalue of more than 40% of the total gross fair market value of assets of the
\nCorporation immediately before the acquisition (a “Substantial Portion of
\nAssets”) within a 12-month period (a “Business Combination”), unless, in each
\ncase following such Business Combination, (1) all or substantially all of the
\nindividuals and entities who were the owners, respectively, of the then
\noutstanding shares of Stock (the “Outstanding Stock”) and Outstanding Voting
\nSecurities immediately before the Business Combination own, directly or
\nindirectly, more than 50% of, respectively, the then outstanding shares of
\ncommon stock and the combined voting power of the then outstanding voting
\nsecurities, as the case may be, of the corporation resulting from such Business
\nCombination (including, without limitation, a corporation that as a result of
\nthe transaction owns (A) the Corporation or (B) a Substantial Portion of Assets
\nof the Corporation acquired within a 12-month period either directly or
\nindirectly through one or more Subsidiaries) in substantially the same
\nproportions as their ownership, immediately prior to such Business Combination
\nof the Outstanding Stock and Outstanding Voting Securities, as the case may be,
\n(2) no Person (excluding any employee benefit plan (or related trust) of the
\nCorporation or the corporation resulting from the Business Combination) owns,
\ndirectly or indirectly, 30% or more of, the combined voting power of the then
\noutstanding voting securities of the corporation resulting from the Business
\nCombination except to the extent that the Person owned 30% or more of the
\nOutstanding Voting Securities before the Business Combination, and (3) at least
\na majority of the members of the board of directors of the corporation resulting
\nfrom the Business Combination were members of the Incumbent Board during the
\n12-month period immediately preceding the Business Combination; or<\/p>\n

– 3 –<\/p>\n

\n

(d) Approval by the stockholders of the Corporation of a complete liquidation
\nor dissolution of the Corporation, but only to the extent that one Person
\nacquires a Substantial Portion of Assets of the Corporation within a 12-month
\nperiod in connection with such transaction.<\/p>\n

The rules of this Section 2.6 shall be interpreted and applied in accordance
\nwith the provisions of Treasury Regulation section 1.409A-3(i)(5).<\/p>\n

2.7 “Code”<\/strong> means the Internal Revenue Code of 1986, as
\namended.<\/p>\n

2.8 “Committee”<\/strong> means the Compensation Committee of the
\nBoard, such other committee as may be appointed by the Board to administer the
\nPlan or the person or persons to whom the Compensation Committee or such other
\ncommittee may have delegated any of the Committee153s authority to administer the
\nPlan.<\/p>\n

2.9 “Compensation”<\/strong> means amounts payable by the Corporation,
\nabsent deferral, with respect to services provided by a Participant to the
\nCorporation as a member of the Board, including retainer and meeting fees and
\nAwards.<\/p>\n

2.10 “Corporation”<\/strong> or “Unisys”<\/strong> means Unisys
\nCorporation.<\/p>\n

2.11 “Deferral Election” <\/strong>means (a) an election by an
\nEligible Director to defer a portion of his or her Compensation under the Plan,
\nas described in Section 3.1, or (b) an election by a Participant, pursuant to
\nthe terms of the Plan in effect prior to the Effective Date, to elect the time
\nand form of payment of Non-Elective Stock Units.<\/p>\n

2.12 “Deferred Stock Units” <\/strong>means Stock Units awarded as a
\nresult of a Participant153s election to defer the receipt of an Award, as
\ndescribed in Sections 3.1 and 4.2(b).<\/p>\n

2.13 “Effective Date”<\/strong> means, except as otherwise noted
\nherein, December 2, 2010, the effective date of this amended and restated Plan.\n<\/p>\n

2.14 “Elective Stock Units”<\/strong> means Stock Units awarded as a
\nresult of a Participant153s election to defer the receipt of Compensation, other
\nthan an Award, in accordance with Section 4.2(b).<\/p>\n

– 4 –<\/p>\n

\n

2.15 “Eligible Director”<\/strong> means a member of the Board who is
\nnot an employee of the Corporation.<\/p>\n

2.16 “Fair Market Value”<\/strong> means, on any date, the sales price
\nof a share of Unisys Common Stock (a) on the New York Stock Exchange as of the
\nofficial close of the New York Stock Exchange at 4:00 p.m. U.S. Eastern Standard
\nTime or Eastern Daylight Time, as the case may be, on such date, or (b) on such
\nother stock exchange, designated by the Committee in its sole discretion, as of
\nthe official close of such exchange on such date.<\/p>\n

2.17 “Investment Measurement Option”<\/strong> means any of the
\nhypothetical investment alternatives available for determining the additional
\namounts to be credited to a Participant153s Account under Section 4.2. As of the
\nEffective Date, the Investment Measurement Options available are generally the
\ninvestment options available to eligible participants under the USP other than
\nthe Unisys Common Stock Fund.<\/p>\n

2.18 “LTIP” <\/strong>means the Unisys Corporation 2003 Long-Term
\nIncentive and Equity Compensation Plan, the Unisys Corporation 2007 Long-Term
\nIncentive and Equity Compensation Plan, the Unisys Corporation 2010 Long-Term
\nIncentive and Equity Compensation Plan, or any successor equity-based incentive
\ncompensation, as applicable.<\/p>\n

2.19 “Non-Elective Stock Units”<\/strong> means Stock Units that were
\nawarded to the Participant by the Corporation, without regard to a deferral
\nelection, pursuant to the terms of the Plan in effect prior to the Effective
\nDate.<\/p>\n

2.20 “Participant”<\/strong> means an Eligible Director or a former
\nEligible Director (a) (1) who has made a Deferral Election, or (2) who was
\nawarded Non-Elective Stock Units, and (b) who has not received a distribution of
\nhis or her entire Account Balance.<\/p>\n

2.21 “Plan”<\/strong> means the 2005 Deferred Compensation Plan for
\nDirectors of Unisys Corporation, as set forth herein and as amended from time to
\ntime.<\/p>\n

2.22 “Revised Election” <\/strong>means an election made by a
\nParticipant, in accordance with Section 5.2, to change the date as of which
\npayment of his or her Account Balance is to commence and\/or the form in which
\nsuch payment is to be made.<\/p>\n

– 5 –<\/p>\n

\n

2.23 “Separation from Service” <\/strong>means the termination of a
\nParticipant153s service as a member of the Board.<\/p>\n

2.24 “Stock Units”<\/strong> means Unisys common stock-equivalent
\nunits, (a) which are awarded as Deferred Stock Units or Elective Stock Units, or
\n(b) which were awarded as Non-Elective Stock Units. Each Stock Unit represents
\nthe equivalent of one share of Unisys Common Stock; therefore, the value of a
\nStock Unit on any given date is the Fair Market Value of a share of Unisys
\nCommon Stock on that date.<\/p>\n

2.25 “Stock Units Account”<\/strong> means that portion of a
\nParticipant153s Account attributable to Stock Units.<\/p>\n

2.26 “USP”<\/strong> means the Unisys Savings Plan, as amended from
\ntime to time.<\/p>\n

2.27 “Valuation Date”<\/strong> means each business day on which the
\nNew York Stock Exchange (or such other exchange designated by the Committee in
\nits sole discretion) is open, each of which is a date on which the interest of a
\nParticipant in each of the Participant153s Accounts is valued pursuant to the
\nterms of the Plan.<\/p>\n

Article III <\/strong><\/p>\n

Deferral of Compensation <\/u><\/strong><\/p>\n

3.1 Deferral Election<\/u>. <\/strong>(a) Each Eligible Director may
\nelect to defer all or a portion of his or her Compensation that, absent
\ndeferral, would be paid or awarded to him or her for services rendered during
\nthe following calendar year by properly completing and filing a Deferral
\nElection form.<\/p>\n

(b) To be effective, a Deferral Election must be made in writing by the
\nEligible Director on a form furnished by the Secretary of the Corporation.<\/p>\n

(1) Generally, an Eligible Director153s Deferral Election must be received by
\nthe Secretary of the Corporation on or before the date specified by the
\nCommittee, which shall be no later than the December 31 prior to the calendar
\nyear to which the Deferral Election applies.<\/p>\n

– 6 –<\/p>\n

\n

(2) Notwithstanding Section 3.1(b)(1), an individual who becomes an Eligible
\nDirector after January 1 of a calendar year may make a Deferral Election by
\nfiling the required written election with the Secretary of the Corporation on or
\nbefore the date that is 30 days after the date on which he or she becomes an
\nEligible Director, and his or her election shall apply to Compensation that
\nwould be earned by him or her during the remainder of the calendar year after he
\nor she filed the election. An Eligible Director may make a Deferral Election
\nunder this Section 3.1(b)(2), (A) when he or she initially becomes an Eligible
\nDirector, or (B) at any subsequent time if he or she becomes an Eligible
\nDirector again after having ceased to be an Eligible Director at a previous
\ntime, and if he or she either had received his or her entire Account Balance
\nattributable to his or her prior period of service as a member of the Board
\nbefore becoming an Eligible Director again or had not been an Eligible Director
\nat any time during the 24-month period ending on the date he or she became an
\nEligible Director again. An Eligible Director153s service as a member of the Board
\nprior to the Effective Date and his or her account, if any, under the
\npredecessor to this Plan shall be taken into account in applying these rules.\n<\/p>\n

(c) Once made, a Deferral Election shall become effective upon receipt by the
\nSecretary of the Corporation and is thereafter irrevocable, except to the extent
\notherwise provided in Section 5.2.<\/p>\n

(d) An Eligible Director153s Deferral Election must specify either a percentage
\nor a certain dollar amount of his or her Compensation to be deferred under the
\nPlan, provided, however, that the amount of an Award to be deferred will be
\nrounded up, if necessary, to equal a number of whole Deferred Stock Units. In
\naddition, the Deferral Election must specify the date on which payment of the
\namount deferred is to commence and the form in which such payment is to be made,
\nas set forth below:<\/p>\n

(1) Subject to Section 5.1(b) hereof, the Deferral Election must specify that
\nsuch payment is to commence:<\/p>\n

(A) as of his or her Separation from Service;<\/p>\n

– 7 –<\/p>\n

\n

(B) as of a specific date that is at least two years after the end of the
\ncalendar year containing the date on which the amounts to be deferred, absent
\ndeferral, would be paid to the Eligible Director;<\/p>\n

(C) upon the Eligible Director153s becoming disabled (within the meaning of
\nCode section 409A);<\/p>\n

(D) upon a Change in Control of the Corporation; or<\/p>\n

(E) upon the earlier (or earliest) to occur of two (or more) dates described
\nin (A) : (D) of this Section 3.1(d)(1).<\/p>\n

(2) The Eligible Director must specify whether payment of his or her Account
\nis to be made in a single sum or in annual installments.<\/p>\n

(3) Notwithstanding the foregoing, an Eligible Director may not elect a form
\nof payment to the extent that such an election would cause any payments to be
\nmade after the March 31 first following the date that is 20 years after the date
\nof the Eligible Director153s Separation from Service.<\/p>\n

(4) An Eligible Director may make a separate Deferral Election, as to the
\namount or percentage of Compensation deferred and as to the date and form of
\npayment, with respect to the Eligible Director153s Awards or any other form of
\nCompensation other than Awards.<\/p>\n

(e) Deferrals of an Eligible Director153s Compensation, other than Awards,
\nshall be credited to the Plan as soon as administratively practicable after the
\ndate on which the Compensation, absent deferral, would be payable to the
\nParticipant. Deferrals of an Eligible Director153s Awards shall be credited to the
\nPlan as soon as administratively practicable after the date on which the Award
\nwas granted.<\/p>\n

(f) Unless an Eligible Director153s Deferral Election specifically provides
\notherwise, his or her Deferral Election shall expire as of the last day of the
\ncalendar year for which the Deferral Election was made.<\/p>\n

– 8 –<\/p>\n

\n

Article IV <\/strong><\/p>\n

Treatment of Deferred Amounts <\/u><\/strong><\/p>\n

4.1 Memorandum Account<\/u>.<\/strong> (a) The Corporation shall
\nestablish on its books a separate Account for each Participant for each calendar
\nyear in which the Participant elects to defer Compensation. Amounts deferred by
\na Participant pursuant to a Deferral Election shall be credited to the
\nParticipant153s Account as provided in Section 3.1(e). In addition, as of each
\nValuation Date, incremental amounts determined in accordance with Section 4.2
\nwill be credited or debited to each Participant153s Account, and adjustments shall
\nbe made with respect to Stock Units as provided in Section 4.1(b). Any payments
\nmade to or on behalf of the Participant and for his or her Beneficiary shall be
\ndebited from the Account. No assets shall be segregated or earmarked with
\nrespect to any Account, and no Participant or Beneficiary shall have any right
\nto assign, transfer, pledge or hypothecate his or her interest or any portion
\nthereof in his or her Account. The Plan and the crediting of Accounts hereunder
\nshall not constitute a trust or a funded arrangement of any sort and shall be
\nmerely for the purpose of recording an unsecured contractual obligation of the
\nCorporation.<\/p>\n

(b) If the Corporation shall issue a stock dividend on the Unisys Common
\nStock, stock dividend equivalents shall be credited to the Participant153s Stock
\nUnits Account, as of the dividend payment date, as Stock Units in the same
\namount as the stock dividends to which the Participant would have been entitled
\nif the Stock Units were shares of Unisys Common Stock. Cash dividends, if any,
\nshall be credited to the Stock Units Account, as of the dividend payment date,
\nin the form of Stock Units based on the Fair Market Value of the Unisys Common
\nStock on the dividend payment date. The Stock Units Account shall be
\nappropriately adjusted to reflect splits, reverse splits, or comparable changes
\nto the Corporation153s Common Stock.<\/p>\n

(c) If a Participant makes a Deferral Election with respect to an Award that
\nis not vested under the terms of the grant and the applicable LTIP on the date
\nof grant, and the Participant has a Separation from Service or any other event
\noccurs that would cause a forfeiture<\/p>\n

– 9 –<\/p>\n

\n

of the Award under its terms before all or any portion of the Award becomes
\nvested under its terms, in each case taking into account any terms of the
\napplicable LTIP or the grant that provide for continuation of vesting, then the
\nnon-vested portion of the Award shall be forfeited and debited from the
\nParticipant153s Account.<\/p>\n

4.2 Investment Measurement Options<\/u>. <\/strong>(a) Subject to
\nthe provisions of this Section 4.2, a Participant153s Account, excluding his or
\nher Stock Units Account, shall be credited or debited with amounts equal to the
\namounts that would be earned or lost with respect to the Participant153s Account
\nBalance if amounts equal to that Account Balance were actually invested in the
\nInvestment Measurement Options in the manner specified by the Participant.<\/p>\n

(b) Deferrals of Awards shall be credited to a Participant153s Account as
\nDeferred Stock Units, and the Participant may not elect to have an Investment
\nMeasurement Option applied to the deferral of an Award at any time. With respect
\nto current deferrals of Compensation other than Awards, each Eligible Director
\nmay elect, at the same time as a Deferral Election is made, to have one or more
\nof the Investment Measurement Options applied to the current deferrals of
\nCompensation other than Awards, or to have the current deferrals credited to his
\nor her Stock Units Account in the form of Elective Stock Units. Such election
\nwith respect to current deferrals may be changed at any time upon appropriate
\nnotice to the Secretary of the Corporation, provided, however, that an election
\nto have current deferrals credited as Elective Stock Units may not be changed at
\nany time during the effective period of the Deferral Election. If a Participant
\nelects to have current deferrals credited as Elective Stock Units, the number of
\nStock Units to be credited to the Participant153s Stock Units Account under this
\nSection 4.2(b) shall be the quotient of (x) divided by (y) where (x) equals the
\namount of the current deferral to be credited as Stock Units and (y) equals the
\nFair Market Value on the date on which the amounts are credited to the
\nParticipant153s Stock Unit Account.<\/p>\n

(c) Subject to the restrictions described in Section 4.2(d), a Participant
\nmay elect to change the manner in which Investment Measurement Options apply to
\nexisting Account Balances (excluding the Participant153s Stock Units Account). In
\naddition, a Participant may elect<\/p>\n

– 10 –<\/p>\n

\n

to have all or any portion of his or her existing Account Balances (other
\nthan the Stock Units Account) credited to his or her Stock Units Account as
\nElective Stock Units. The number of Stock Units to be credited to the
\nParticipant153s Stock Units Account under this Section 4.2(c) shall be the
\nquotient of (x) divided by (y) where (x) equals the amount of the existing
\nAccount Balances to be credited as Stock Units and (y) equals the Fair Market
\nValue on the effective date on which the amounts are credited to the
\nParticipant153s Stock Units Account. Any election described in this Section 4.2(c)
\nwill be effective upon receipt of the appropriate notice by the Secretary of the
\nCorporation.<\/p>\n

(d) The following rules apply to Investment Measurement Options.<\/p>\n

(1) The percentage of a Participant153s current deferrals and\/or Account
\nBalance to which a specified Investment Measurement Option is to be applied must
\nbe a multiple of one percent (1%). The Participant may change the specified
\nInvestment Measurement Options that will apply to his or her Account(s) on any
\nbusiness day as of which the Plan153s recordkeeper is open for business. Changes
\nin a specified Investment Measurement Option with respect to a Participant153s
\nAccount will be effective as soon as administratively practicable following
\nreceipt of the Participant153s election.<\/p>\n

(2) To the extent that a Participant has not specified an Investment
\nMeasurement Option to apply to all or a portion of his or her current deferrals
\nand\/or Account Balance, the Fidelity Balanced Fund (effective as of January 1,
\n2007) or such other fund as is designated by the Committee shall be deemed to be
\nthe applicable Investment Measurement Option.<\/p>\n

(3) The chosen Investment Measurement Option or Options shall apply to
\ndeferred amounts on and after the date on which such deferred amounts are
\ncredited to the Participant153s Account.<\/p>\n

(e) The Committee shall have the authority to modify the rules and
\nrestrictions relating to Investment Measurement Options (including the authority
\nto change such<\/p>\n

– 11 –<\/p>\n

\n

Investment Measurement Options prospectively) as it, in its sole discretion,
\ndeems necessary and in accord with the investment practices in place under the
\nUSP.<\/p>\n

Article V <\/strong><\/p>\n

Payment of Deferred Amounts <\/u><\/strong><\/p>\n

5.1 Form and Time of Payment<\/u>.<\/strong> The benefits to which a
\nParticipant or a Beneficiary may be entitled under the Plan shall be paid in
\naccordance with this Section 5.1.<\/p>\n

(a) Payments of a Participant153s Account Balances (other than the
\nParticipant153s Stock Units Account) shall be made in cash in U.S. dollars.
\nPayments of the Participant153s Stock Units Account shall be made in whole shares
\nof Unisys Common Stock and in cash in U.S. dollars for any fractional shares.\n<\/p>\n

(b) Except as otherwise provided in Sections 5.1(e) and 5.3, (1) for payment
\nof a Participant153s Account Balances upon Separation from Service, the Account
\nBalances shall be valued as of the last Valuation Date in the month in which the
\nParticipant153s Separation from Service occurs and payment shall commence on the
\nfirst day of the next month, (2) for payment upon any other date or dates
\nspecified in the Participant153s Deferral Election or Elections or the
\nParticipant153s Revised Election or Elections (to the extent that the Revised
\nElection or Elections has or have become effective), the Account Balances shall
\nbe valued as of the last Valuation Date in the month in which such date occurs
\nand payment shall commence on the first day of the next month, and (3) all
\npayments shall be made in the form or forms specified in the Participant153s
\nDeferral Election or Elections or the Participant153s Revised Election or
\nElections (to the extent that the Revised Election or Elections has or have
\nbecome effective).<\/p>\n

(c) To the extent a Participant has not specified the form or time of payment
\nof all or a part of his or her Account Balance, payment of that portion of the
\nAccount Balance will be made in a single sum upon the Participant153s Separation
\nfrom Service, except as otherwise provided in Section 5.1(e).<\/p>\n

– 12 –<\/p>\n

\n

(d) To the extent a Participant has elected payment in the form of annual
\ninstallments, each installment payment after the initial installment payment
\nshall be made on or about March 31 of each year following the year in which the
\nfirst installment was paid. With respect to each Deferral Election made by a
\nParticipant, <\/strong>the amount of each annual installment payment to
\nbe made to a Participant under such Deferral Election shall be determined by
\ndividing the portion of the Participant153s Account Balance covered by such
\nDeferral Election as of the latest Valuation Date in the month preceding the
\ndate of payment by the number of installments remaining to be paid under such
\nDeferral Election, and the number of shares of Unisys Common Stock delivered to
\na Participant who is receiving installments from his or her Stock Units Account
\nshall be the quotient of (x) divided by (y) where (x) equals the amount to be
\ndistributed in an installment and (y) equals the Fair Market Value on the latest
\nValuation Date in the month preceding the date of payment, with the amount
\nattributable to any fractional share payable in cash in U.S. dollars.<\/p>\n

(e) Notwithstanding any Deferral Election made by the Participant or any
\nprovision of the Plan to the contrary, in no event shall any portion of a
\nParticipant153s Account attributable to Deferred Stock Units be paid before the
\nvesting date for the Award to which the Deferred Stock Units are attributable,
\nas determined under the applicable LTIP and the terms of the Award.<\/p>\n

(f) Notwithstanding any Deferral Election made by the Participant or any
\nprovision of the Plan to the contrary, other than Section 5.1(e):<\/p>\n

(1) If the Participant153s Separation from Service occurs before the specific
\ndate as of which all or a portion of a Participant153s Account Balance is
\nscheduled to be paid, the payment of that portion of the Participant153s Account
\nBalance will commence upon the Participant153s Separation from Service and will be
\nmade in the form elected by the Participant with respect to a distribution upon
\nSeparation from Service.<\/p>\n

(2) If a Participant153s Separation from Service occurs after the Participant
\nbegins to receive any portion of an Account Balance that was to be paid to the\n<\/p>\n

– 13 –<\/p>\n

\n

Participant as of a specific date, the remaining portion of such Account
\nBalance shall continue to be distributed in accordance with the form of payment
\nbeing made to the Participant at the time of his or her Separation from Service.\n<\/p>\n

(3) If, at the time of a Participant153s Separation from Service the balance in
\nall of a Participant153s Accounts is $10,000 or less, the balance in all the
\nParticipant153s Accounts shall be paid to the Participant in a single sum upon the
\nParticipant153s Separation from Service.<\/p>\n

(4) Any portion of a Participant153s Account Balance that has not been paid to
\nthe Participant as of the date of his or her death shall be paid to the
\nParticipant153s Beneficiary in a single sum on the first day of the month
\nfollowing the month in which the Participant153s death occurs.<\/p>\n

(5) If a Participant demonstrates to the satisfaction of the Committee that
\nhe or she has incurred an “unforeseeable emergency” within the meaning of Code
\nsection 409A, the Participant may receive a distribution of the amount necessary
\nto meet his or her unforeseeable emergency, as determined by the Committee in
\naccordance with Code section 409A and regulations thereunder.<\/p>\n

5.2 Revised Election.<\/u> <\/strong>(a) Pursuant to a Revised
\nElection, a Participant may specify:<\/p>\n

(1) a date for the commencement of the payment of the Participant153s Account
\nthat, if the Participant originally elected a specified date for payment (as
\nopposed to payment upon Separation from Service), is a date at least five years
\nafter the date specified in the Participant153s applicable Deferral Election;
\nand\/or<\/p>\n

(2) a form of payment that calls for a greater number of annual installment
\npayments than that specified in the Participant153s applicable Deferral Election,
\nor a number of annual installment payments where the Participant specified a
\nsingle sum payment in his or her applicable Deferral Election, provided that the
\nfirst installment begins no earlier than five years after the date on which the
\nParticipant originally elected that distribution commence.<\/p>\n

– 14 –<\/p>\n

\n

(3) Notwithstanding the foregoing, an Eligible Director may not elect a time
\nof benefit commencement and\/or a form of payment to the extent that such an
\nelection would cause any payments to be made after the March 31 first following
\nthe date that is 20 years after the date of the Eligible Director153s Separation
\nfrom Service.<\/p>\n

(b) A Participant may make no more than three Revised Elections with respect
\nto each of the Participant153s Accounts.<\/p>\n

(c) To be effective, a Revised Election must:<\/p>\n

(1) meet the requirements of Sections 5.2(a) and 5.2(b) above;<\/p>\n

(2) be made in writing by the Participant on a form furnished for such
\npurpose by the Secretary of the Corporation; and<\/p>\n

(3) be submitted to the Secretary of the Corporation on or before the date
\nthat is one year before the date on which the portion of the Participant153s
\nAccount that is the subject of the Revised Election would, absent the Revised
\nElection, first become payable.<\/p>\n

5.3 SEC Rule 16b.<\/u><\/strong> If deemed necessary to comply with
\nRule 16b-3 under the Securities and Exchange Act of 1934, as amended, the
\nCorporation may delay payment with respect to Stock Units until six months
\nfollowing the date on which the Stock Units were credited to the Participant153s
\nAccount.<\/p>\n

Article VI <\/strong><\/p>\n

Miscellaneous <\/u><\/strong><\/p>\n

6.1 Amendment<\/u>.<\/strong> The Board may modify or amend, in
\nwhole or in part, any of or all the provisions of the Plan, or suspend or
\nterminate it entirely; provided, however, that any such modification, amendment,
\nsuspension or termination may not, without the Participant153s consent, adversely
\naffect any deferred amount credited to him or her under the Plan for any period
\nprior to the effective date of such modification, amendment, suspension or
\ntermination, except that no Participant consent is necessary if such
\nmodification, amendment, suspension or<\/p>\n

– 15 –<\/p>\n

\n

termination is necessary to comply with the requirements of Code section
\n409A. The Plan shall remain in effect until terminated pursuant to this
\nprovision.<\/p>\n

6.2 Administration<\/u>.<\/strong> The Committee shall have the sole
\nauthority to interpret the Plan and in its sole discretion to establish and
\nmodify administrative rules for the Plan, including, but not limited to,
\nestablishing rules regarding elections, hypothetical investments and
\ndistributions. Elections made under the Plan shall be effective only to the
\nextent made and filed in accordance with the rules specified in the Plan or such
\nother rules as may be established by the Committee. The Committee may delegate
\nto any person or persons the authority and responsibility for all or any aspect
\nof administration of the Plan in its sole discretion. Notwithstanding any
\nprovision of the Plan to the contrary, the Committee shall administer the Plan
\nin a manner that is consistent with the requirements of section 409A of the
\nCode. All expenses and costs in connection with the operation of this Plan shall
\nbe borne by the Corporation. The Corporation shall have the right to deduct from
\nany payment to be made pursuant to this Plan any federal, state or local taxes
\nrequired by law to be withheld, and any associated interest and\/or penalties.\n<\/p>\n

6.3 Governing Law<\/u>.<\/strong> The Plan shall be construed and
\nits provisions enforced and administered in accordance with the laws of the
\nCommonwealth of Pennsylvania except as such laws may be superseded by the
\nfederal law and without regard to Pennsylvania153s conflict of laws rules.<\/p>\n

6.4 Unfunded Plan<\/u>. <\/strong>It is intended that the Plan
\nconstitute an “unfunded” plan for deferred compensation. The Corporation may
\nauthorize the creation of trusts or other arrangements to meet the obligations
\ncreated under the Plan; provided, however, that, unless the Corporation
\notherwise determines, the existence of such trusts or other arrangements is
\nconsistent with the “unfunded” status of the Plan. Any liability of the
\nCorporation to any person with respect to any Account under the Plan shall be
\nbased solely upon any contractual obligations that may be created pursuant to
\nthe Plan. No such obligation of the Corporation shall<\/p>\n

– 16 –<\/p>\n

\n

be deemed to be secured by any pledge of, or other encumbrance on, any
\nproperty of the Corporation.<\/p>\n

– 17 –<\/p>\n

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