UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) January 2, 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
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(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
(e) On January 2, 2008, Unisys Corporation and Joseph W. McGrath,
its President and Chief Executive Officer, entered into an agreement which
provides for Mr. McGrath to receive certain benefits in the event his
employment with the company is terminated. Mr. McGrath's previous agreement
with the company ended on December 31, 2007.
Under the new agreement, if Mr. McGrath's employment is terminated by
the company without cause or by Mr. McGrath 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. McGrath will be entitled
to receive an amount equal to two times (i) his base salary (at its then
current rate) plus(ii) 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, subject to Section 409A of the
Internal Revenue Code. Mr. McGrath 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. McGrath becomes employed during such two-year
period.
The agreement also provides that, in the event of Mr. McGrath's
disability or death, all compensation and benefits under the agreement will
terminate. In such event, Mr. McGrath or his estate will instead receive (i)
if termination by reason of disability or death occurs prior to the bonus
payment date for the previous award year, a bonus for such year determined by
the Board of Directors in its sole discretion after receiving a recommendation
from the Compensation Committee of the Board, (ii) a bonus for the year in
which the termination by reason of disability or death occurs equal to a pro
rata portion, based on the period of service rendered in such year, of the
bonus amount paid for the previous year, (iii) benefits under the retirement,
welfare, incentive, fringe and perquisite programs generally available to
executive officers upon disability or death and (iv) any deferred balance under
the company's deferred compensation plans.
If Mr. McGrath's employment is terminated for cause or by Mr. McGrath for
other than good reason, he will be entitled only to the benefits provided to the
company's executive employees upon 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. McGrath breaches any of these provisions, the
company will have the right to terminate any payments due to him under the
second paragraph above.
ITEM 9.01. Financial Statements and Exhibits.
(d) The following exhibit is being filed herewith:
10 Agreement, dated January 2, 2008, between Unisys
Corporation and Joseph W. McGrath.
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: January 2, 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 Agreement, dated January 2, 2008, between Unisys Corporation and
Joseph W. McGrath.