UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) October 7, 2008
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UNISYS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-8729 38-0387840
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
Unisys Way,
Blue Bell, Pennsylvania 19424
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(Address of Principal Executive Offices) (Zip Code)
(215) 986-4011
_______________________________________________________________________________
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
The Board of Directors of Unisys Corporation has elected J. Edward Coleman as
the company's Chairman of the Board and Chief Executive Officer, effective
October 7, 2008. Mr. Coleman, age 57, has been in the information technology
industry for more than 30 years, serving as chief executive officer at Gateway,
Inc. from 2006 to 2008; as senior vice president and president of enterprise
computing solutions at Arrow Electronics from 2005 to 2006 and as chief
executive officer of CompuCom from 1999 to 2004. He also served as chairman of
CompuCom from 2001 to 2004. Prior to that, he held various leadership and
executive positions at Computer Sciences Corporation and IBM Corporation.
Mr. Coleman succeeds Joseph W. McGrath as the company's chief executive officer.
Mr. McGrath resigned as President and Chief Executive Officer of Unisys and as a
member of its Board of Directors effective October 7, 2008. He will remain with
the company through December 31, 2008 to assist, as requested, with transitional
matters and with the previously announced exploration of certain portfolio
rationalization and other actions to enhance shareholder value.
Henry C. Duques, who had been the non-executive Chairman of the Board, has been
elected lead director.
The company and Mr. Coleman have entered into an employment agreement covering
the terms and conditions of Mr. Coleman's employment as Chairman of the Board
and Chief Executive Officer. The agreement provides for a minimum base salary
of $972,000 per year, subject to periodic review by the Board of Directors after
receiving a recommendation from the Compensation Committee of the Board. He is
eligible to receive an annual bonus award at a target bonus level of not less
than 125% of base salary. Except with respect to the first six months of his
employment, the actual bonus payable, if any, will be determined by the Board in
its sole discretion after receiving a recommendation from the Compensation
Committee and will be based on Mr. Coleman's attainment of performance criteria
to be determined annually by the Board and the Compensation Committee. For the
first six months of his employment, Mr. Coleman is guaranteed a bonus of
$607,500 if he remains employed by the company on the applicable bonus payment
date. Pursuant to the agreement, effective on October 8, 2009, Mr. Coleman will
receive a stock option grant for 1,200,000 shares of Unisys common stock and a
grant of 300,000 restricted stock units. The stock option will vest one-third
per year beginning on the first anniversary of the date of grant and will have a
five-year term. The restricted stock units will vest one-third per year
beginning on the first anniversary of the date of grant. Pursuant to the
agreement, he will also receive, within 120 days of October 7, 2008, a grant of
900,000 restricted stock units. These restricted stock units will vest one-
third per year beginning on the first anniversary of the date of grant if and to
the extent that performance criteria to be mutually agreed prior to the date of
grant are met. Mr. Coleman is eligible to participate in the benefit programs
generally made available to executive officers and is eligible to receive stock
option and other long-term incentive awards under the company's long-term
incentive plans. For so long as Mr. Coleman's primary residence is not in the
Philadelphia metropolitan area, he will be provided with the use of a company-
paid apartment in the Philadelphia metropolitan area for business purposes.
Under the agreement, if Mr. Coleman's employment is terminated by the company
without cause or by Mr. Coleman for good reason (defined generally as a
reduction in aggregate compensation target, a reduction in duties or authority
or removal as chief executive officer), Mr. Coleman will be entitled to receive
an amount equal to two times (1) his base salary (at its then current rate)
plus (2) his annual bonus (in an amount equal to the average percentage of
target bonus paid to him for the three years preceding the employment
termination date times the target bonus amount in effect on the termination
date). This termination payment is to be paid in a lump sum in cash within 30
days of the date of termination. Mr. Coleman and his eligible dependents will
also be entitled to continued medical and dental coverage, at the same costs
applicable to active employees, for up to two years following termination of
employment. Such coverage will cease if Mr. Coleman becomes employed during
such two-year period. In the event of Mr. Coleman's disability or death, all
compensation and benefits under the agreement will terminate except that he or
his estate will receive benefits under the retirement, welfare, incentive,
fringe and perquisite programs generally available to executive officers upon
disability or death. If Mr. Coleman's employment is terminated for cause or by
Mr. Coleman for other than good reason, he will be entitled only to the
benefits provided to the company's executive employees upon a similar
termination of employment. The agreement includes non-compete,
non-solicitation and non-disparagement provisions effective for 12 months from
the date of termination of employment. In the event Mr. Coleman breaches any
of these provisions, he must repay any termination payments made to him upon
termination of his employment without cause or for good reason. The foregoing
description of the employment agreement is qualified in its entirety by
reference to the full text of the agreement, which is filed as Exhibit 10.1
hereto.
The company and Mr. Coleman have also entered into a change in control
employment agreement, as have the company and its other elected officers. These
agreements are intended to retain the services of these executives and provide
for continuity of management in the event of any actual or threatened change in
control. A change in control is generally defined as (1) the acquisition of 20%
or more of Unisys common stock, (2) a change in the majority of the Board of
Directors unless approved by the incumbent directors (other than as a result of
a contested election) and (3) certain reorganizations, mergers, consolidations,
liquidations or dissolutions. The agreement has a term ending on the third
anniversary of the date of the change in control and provides that in the event
of a change in control Mr. Coleman will have specific rights and receive certain
benefits. Those benefits include the right to continue in the company's employ
during the term, performing comparable duties to those being performed
immediately prior to the change in control and at compensation and benefit
levels that are at least equal to the compensation and benefit levels in effect
immediately prior to the change in control. For purposes of determining
compensation levels, base salary must be at least equal to the highest salary
paid to Mr. Coleman during the 12 months preceding the change in control, and
bonus must be at least equal to the highest bonus paid to him for the three
fiscal years preceding the change in control. If, following a change in
control, the Company terminates Mr. Coleman without cause or Mr. Coleman
terminates employment for good reason (generally defined as a reduction in his
compensation or responsibilities or a change in his job location), or if Mr.
Coleman voluntarily terminates employment for any reason during the 30-day
period following the first anniversary of the date of the change in control, he
will be entitled to receive termination benefits as follows: a pro-rated bonus
for the year in which the termination occurs (based on the highest bonus paid
during the term of the agreement), a lump sum payment equal to two years base
salary and bonus (based on the highest salary and bonus paid during the term of
the agreement), outplacement services and, for two years following the
termination of employment, continued benefits under the company's welfare
benefit plans and programs. The agreement does not provide for any gross-up
for any excise tax imposed on such payments by Section 4999 of the Internal
Revenue Code. The payments will be reduced to avoid the imposition of the
excise tax if doing so would result in greater after-tax benefits to Mr.
Coleman. The foregoing description of the change in control employment
agreement is qualified in its entirety by reference to the full text of the
agreement, which is filed as Exhibit 10.2 hereto.
Mr. Coleman is not entitled to receive duplicate payments under the change in
control agreement and the employment agreement described above. In the event of
a conflict he will be allowed the greater entitlement.
ITEM 9.01. Financial Statements and Exhibits.
The following exhibits are being filed herewith:
10.1 Agreement, dated October 6, 2008, between Unisys Corporation and J.
Edward Coleman
10.2 Executive Employment Agreement, dated October 7, 2008, between Unisys
Corporation and J. Edward Coleman
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNISYS CORPORATION
Date: October 8, 2008 By: /s/ Nancy Straus Sundheim
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Nancy Straus Sundheim
Senior Vice President,
General Counsel and
Secretary
EXHIBIT INDEX
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Exhibit
No.
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10.1 Agreement, dated October 6, 2008, between Unisys Corporation and J.
Edward Coleman
10.2 Executive Employment Agreement, dated October 7, 2008, between Unisys
Corporation and J. Edward Coleman