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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) January 29, 2009
_______________________________________________________________________________
UNISYS CORPORATION
_______________________________________________________________________________
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-8729 38-0387840
_______________________________________________________________________________
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
Unisys Way,
Blue Bell, Pennsylvania 19424
_______________________________________________________________________________
(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
In a Form 8-K dated October 2, 2008, Unisys Corporation disclosed that Greg J.
Baroni was no longer serving as senior vice president of the company and as
president of its Federal Systems business and that Mr. Baroni was leaving the
company. On January 29, 2009, Mr. Baroni and Unisys finalized an agreement
setting forth the terms of Mr. Baroni's separation from the company. The
agreement provides that Mr. Baroni's resignation as senior vice president and
as president of the Federal Systems business was effective October 3, 2008 and
that his resignation as an employee was effective October 13, 2008. Pursuant
to the agreement, the company agreed to continue Mr. Baroni's base salary and
medical and dental benefits until April 13, 2009. If Mr. Baroni obtains full-
time employment before that date, the medical and dental benefits will cease.
The agreement also provides that, in 2009, Mr. Baroni will remain eligible for
2008 financial counseling services in an amount of up to $5,000. He will be
eligible to participate in an outplacement program for six months. The
agreement includes non-disparagement and confidentiality provisions. If Mr.
Baroni breaches any of these provisions, all compensation and benefits provided
to him under the agreement will cease, he will forfeit any rights he may have
in any stock options and immediately cease vesting in any restricted stock
units, and will be required to repay the company any salary continuation
payments made to him pursuant to the agreement. The foregoing description is
qualified in its entirety by reference to the full text of the agreement, which
is filed as Exhibit 10 hereto.
Item 9.01. Financial Statements and Exhibits
The following exhibit is being filed herewith:
10 Agreement between Unisys Corporation and Greg J. Baroni
SIGNATURE
---------
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: February 4, 2009 By: /s/ Nancy Straus Sundheim
-------------------------
Nancy Straus Sundheim
Senior Vice President,
General Counsel and
Secretary
EXHIBIT INDEX
Exhibit
No.
- ------
10 Agreement between Unisys Corporation and Greg J. Baroni
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 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 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 Federal Health Insurance Portability and Accountability Act of
1996, as amended, the Age Discrimination in Employment Act, 29 U.S.C. 621 et
seq., 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 may have been asserted under
the common law or any other federal, state or local law, as well as all claims
for counsel fees and costs; provided, however, that this provision ("Release")
shall not discharge in any way your right to contest any claimed breach of this
Agreement. Notwithstanding the foregoing, Unisys Corporation agrees that you
are not releasing any Claims for indemnification relating to your service as an
officer of Unisys Corporation or any of its affiliated entities. .
B. You understand and agree that neither this Agreement, nor the furnishing of
the consideration for the Release, nor the negotiations leading up to this
Agreement shall be deemed or construed at any time for any purpose as an
admission by Unisys of liability or responsibility for any wrongdoing of any
kind.
C. You acknowledge that you have previously signed Employee Proprietary
Information, Invention and Non-Competition Agreements, Stock Option Agreements
and Restricted Stock Unit Agreements (collectively referred to as the
"Confidentiality Agreements") and you understand that your duties and
obligations under those Agreements continue beyond the termination of your
employment. Without prejudice to these Confidentiality Agreements, you agree
to the following Confidentiality Provisions:
1. You acknowledge that, by reason of the position which you held within
Unisys that you have become familiar with highly confidential and/or
proprietary information relating to the business of Unisys. You also agree
that you will not, at any time, disclose to any person, firm or corporation
any information acquired by you through your employment with Unisys, it being
understood that all such confidential and/or proprietary information
constitutes trade secrets that are material to the successful conduct of Unisys
and belong exclusively to Unisys. By way of example and not limitation, such
confidential and/or proprietary information and trade secrets include any and
all information, not otherwise available to the public, concerning: (a)
marketing plans, business plans, strategies, forecasts, unpublished financial
statements, budgets, bid information, re-compete bid information, bid
strategies, pricing information, projections and costs; (b) personnel
information; (c) customer lists, customer and supplier transaction histories,
identities, contacts, volumes, characteristics, agreements and prices; (d)
information regarding promotional, operational, program management, sales,
marketing, research and development techniques, methods and reports and (e)
other trade secrets. You specifically acknowledge that such confidential
and/or proprietary information and trade secrets have commercial value to
Unisys, the unauthorized disclosure of which could be detrimental to the
interests of Unisys, whether or not such information is specifically identified
as "Confidential" and/or "Proprietary" information by Unisys. You further
acknowledge that all such confidential and/or proprietary information and trade
secrets are owned and shall continue to be owned by Unisys; provided, however,
that the restrictions of this paragraph shall not extend to any information or
materials that are known to the public.
2. You further acknowledge that the restrictions contained in these
Confidentiality Provisions and the Confidentiality Agreements, in view of the
nature of the work performed by Unisys, are reasonable and necessary in order
to protect the legitimate interests of Unisys, and that any violation thereof
may result in irreparable injuries to Unisys, and you therefore acknowledge
that, in the event of any violation of any of these restrictions, Unisys shall
be entitled to obtain from any court of competent jurisdiction preliminary and
permanent injunctive relief as well as damages and an equitable accounting of
all earnings, profits and other benefits arising from such violation, which
rights shall be cumulative and in addition to any other rights or remedies to
which Unisys may be entitled. In the event of a breach of any of these
Confidentiality Provisions, the Confidentiality Agreements, or the promises
contained in paragraph 6 of this Agreement, and in addition to all other
remedies available at law or in equity, any and all compensation and benefits
provided for by this Agreement will cease immediately and you will immediately
forfeit any rights that you may have in any stock options and/or immediately
cease vesting in any restricted share units. In addition, within 30 days of
Unisys notifying you of said breach, you shall send a certified check to the
Unisys General Counsel, payable to Unisys, in an amount equal to any salary
continuation payments made to you pursuant to this Agreement.
D. In the event that Unisys is contacted by any of your prospective employers,
we will provide them with a positive reference in the agreed upon form
contained in attached Exhibit A. You agree to direct any such prospective
employers to me, at extension 5221, and I will provide them with this reference
letter.
E. You represent that you have returned to Unisys all company information and
property including without limitation, company-related reports, files,
memoranda, bid information, responses to bids, bid strategies, customer
information, pricing information, records, software, laptop computers,
BlackBerries, credit cards, computer access codes, disk and instructional
manuals, I.D. badges, keys, library books, and other physical or personal
property and you have not retained and will not retain any copies, duplicates
or reproductions or excerpts thereof.
F. Except for the provisions of the Confidentiality Agreements, whose terms
survive the termination of your employment, this Agreement supersedes all prior
agreements, whether written or oral, between you and Unisys relating to your
employment. No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in
writing and signed by an authorized representative of Unisys. The validity,
interpretation, construction and performance of this Agreement shall be
governed by the laws of the Commonwealth of Pennsylvania without giving effect
to the provisions thereof relating to conflicts of laws. It is further agreed
that if, for any reason, any part or provision hereof is determined to be
illegal, void, or unenforceable, the remaining provisions of this Agreement
shall remain binding and in effect.
G. Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration in Philadelphia in
accordance with the rules of the American Arbitration Association. Any
arbitration award will be final and conclusive upon the parties and a judgment
enforcing such award may be entered in any court of competent jurisdiction.
H. If in connection with any investigation, government inquiry, threatened
litigation, or filed litigation involving Unisys, you are called upon to assist
Unisys; to provide evidence; or to testify in any manner, you agree to
cooperate fully with Unisys. If requested by Unisys, you agree to be present
and participate in the trial of any such matter. You will, to the extent
permitted by applicable law, be reimbursed for your reasonable costs and
expenses.
If you agree to the terms set forth above, please sign and date this Agreement
in the space provided below and return it to me. Should you have any further
questions regarding this matter, please do not hesitate to contact me.
Yours truly,
Patricia A. Bradford
Senior Vice President
Worldwide Human Resources and Training
Agreed: Greg J. Baroni Date: January 29, 2009
For purposes of this Agreement, a consulting arrangement that provides
for employment for less than 20 hours per week and for a term of not more than
6 weeks will not be considered full-time employment.