Common use of Supplemental Pension Clause in Contracts

Supplemental Pension. The obligations under Section 5 of the -------------------- Initial Agreement to provide to Executive a pension benefit (the "SERP Benefit") in lieu of the pension benefit to which Executive would otherwise be entitled under the Company's Supplemental Executive Retirement Plan ("SERP") has been funded for the estimated SERP Benefit accrued through the Expiration Date of this Agreement by the purchase of annuities held in the Excess Benefit Master Trust Agreement by and between RJR Nabisco, Inc. and Wachovia Bank and Trust Company, N.A., dated February 5, 1988, as amended through January 27, 1989, (the "1988 Secular Trust"). Such annuities are to be delivered to Executive upon his Retirement Date. Executive's "Retirement Date" for purposes of delivery of the foregoing annuities under this Section 5 shall be the date of his termination of employment with the Company for any reason. It is understood that extensions in the Expiration Date of this Agreement, in the interest rate assumptions, in tax rates, in Executive's tax status as determined by state or local taxing authorities, and in other actuarial factors or considerations as of Executive's Retirement Date may affect the adequacy of such funding of the SERP Benefit. Periodically, upon any extensions in the Expiration Date, and in all events immediately prior to or promptly following the Retirement Date, an actuarial calculation shall be performed to determine if any additional funding through the purchase of an annuity on a tax grossed up-basis (as described in the SERP acknowledgment executed by Executive and attached hereto as Exhibit F (the "Acknowledgment")) is required as of the Retirement Date to deliver the full benefit to which Executive is entitled pursuant to Section 5 of the Initial Agreement, Exhibit B thereto and hereto and the Acknowledgment, all of which are incorporated herein by this reference, as such benefit may be increased pursuant to Section 6.1(a)(v) if applicable. If such additional funding is required, the Company shall promptly (i) purchase such additional annuities and (ii) pay to Executive an additional amount such that after payment by Executive of all applicable Federal, State and local taxes (computed at the maximum marginal rates) Executive retains a sufficient amount to pay all such taxes incurred by Executive as a result of the purchase of such additional annuities. Nothing herein shall adversely affect the validity of the Acknowledgment.

Supplemental Pension. The obligations under Section 5 of the -------------------- Initial Agreement (a) You will be entitled to provide to Executive a pension benefit (for your life fully vested from your first day of employment and commencing on the "SERP Benefit") in lieu first day of the pension month following the termination of your employment, (provided, however, that in the event termination is for "disability", as defined in Section 10, payment of your benefit under this Section 6 shall begin on the first day of the month following the date payments cease to be made to you under the Supplemental LTD Policy, unless, at any time, the net after-tax benefit to which Executive you would otherwise be entitled greater under this Section 6 than under the Company's Supplemental Executive Retirement LTD Policy and, if applicable, the Unisys Long-Term Disability Plan, in which case the benefit under this Section 6 shall commence on the first day of the month following the date at which your net after-tax benefit will be greater under this Section 6), determined as follows: FULL YEARS OF SERVICE ANNUAL ACCRUED BENEFIT 6 $860,000 7 or more $1,000,000 A "full year of service" shall be the period from September 23 of one year through September 22 of the following year, commencing from September 23, 1997. The benefit provided to you under this Section 6 will be provided in accordance with the terms of the Xxxxxx Xxxxxxxxxxx Elected Officer Pension Plan ("SERPEOPP") has been funded for the estimated SERP Benefit accrued through the Expiration Date of this Agreement as modified by the purchase of annuities held in the Excess Benefit Master Trust Agreement by and between RJR Nabisco, Inc. and Wachovia Bank and Trust Company, N.A., dated February 5, 1988, as amended through January 27, 1989, (the "1988 Secular Trust"). Such annuities are to be delivered to Executive upon his Retirement Date. Executive's "Retirement Date" for purposes of delivery of the foregoing annuities under this Section 5 shall be the date of his termination of employment with the Company for any reason. It is understood that extensions in the Expiration Date terms of this Agreement, and will be offset by any pension benefit paid to you under the terms of the Unisys Pension Plan (or any successor qualified pension plan) and the Unisys Supplemental Employee Retirement Income Plan ("SERIP") (or any successor non-qualified excess pension benefit plan). In the event that your termination is for "disability", as defined in the interest rate assumptions, in tax rates, in Executive's tax status as determined by state or local taxing authoritiesSection 9, and in other actuarial factors your benefits under this Section 6 have not commenced because you are receiving payments under the Supplemental LTD Policy, you shall not be eligible to commence receipt of benefits under either the Unisys Pension Plan or considerations the SERIP until such time that you commence receipt of benefits under the EOPP as modified under this Section 6. If termination of Executive's Retirement Date may affect the adequacy of such funding of the SERP Benefit. Periodically, upon any extensions in the Expiration Date, and in all events immediately employment occurs prior to or promptly following the Retirement Datecompletion of seven full years of service, an actuarial calculation shall your benefit will be performed to determine if any additional funding through the purchase of an annuity on a tax grossed up-basis (as described in the SERP acknowledgment executed by Executive and attached hereto as Exhibit F (the "Acknowledgment")) is required as of the Retirement Date to deliver the full benefit to which Executive is entitled pursuant to Section 5 of the Initial Agreement, Exhibit B thereto and hereto and the Acknowledgment, all of which are incorporated herein by this reference, as such benefit may be increased pursuant to Section 6.1(a)(v) if applicable. If such additional funding is required, the Company shall promptly determined (i) purchase such additional annuities in accordance with the terms of this Section 6 and the provisions of Section 10 or 11 of this Agreement if applicable and (ii) pay if such termination of employment occurs other than on the date a full year of service is completed, by increasing the annual accrued benefit applicable to Executive your then-completed full years of service by an additional amount such that after payment by Executive of all applicable Federal, State and local taxes (computed at the maximum marginal rates) Executive retains equal to a sufficient amount to pay all such taxes incurred by Executive as a result pro-rata portion of the purchase difference between the annual accrued benefit that would have been payable had you completed the current year of such additional annuitiesservice and the benefit payable with respect to your actual full years of service. Nothing herein shall adversely affect Such pro-rata portion will be based on the validity number of the Acknowledgmentfull months of employment completed since your last full year of service divided by 12.

Supplemental Pension. The obligations under Section 5 of the -------------------- Initial Agreement In addition to provide to Executive a pension benefit (the "SERP Benefit") in lieu of the pension benefit benefits to which the Executive would otherwise be is entitled under the Company's Supplemental Pension Plan or any successor plans thereto, the Employer shall pay the Executive Retirement Plan in one sum in cash on the fifth ("SERP"5th) has been funded for day following the estimated SERP Benefit accrued through the Expiration Date of this Agreement by Termination, a lump sum equal to the purchase actuarial equivalent of annuities held the excess of (1) the retirement pension (determined as a straight life annuity commencing at age 65) which the Executive would have accrued under the terms of the Pension Plan and any other pension benefit program (without regard to any amendment to such Pension Plan or other pension benefit program made subsequent to the Change in Control and on or prior to the Excess Benefit Master Trust Agreement by Date of Termination, which amendment adversely affects in any manner the computation of pension benefits thereunder), determined as if the Executive were fully vested thereunder and between RJR Nabisco, Inc. and Wachovia Bank and Trust Company, N.A., dated February 5, 1988, as amended through January 27, 1989, had accumulated (after the "1988 Secular Trust"). Such annuities are to be delivered to Executive upon his Retirement Date. Date of Termination) twenty-four (24) additional months of service credit thereunder at the Executive's highest annual rate of compensation during the twelve (12) months immediately preceding the Date of Termination (but in no event shall the Executive be deemed to have accumulated additional months of service credit after the Executive's sixty-fifth (65th) birthday), over (2) the retirement pension (determined as a straight life annuity commencing at age sixty-five (65)) which the Executive had then accrued pursuant to the provisions of the Pension Plan and any other pension benefit program. For purposes of clause (1), the term "Retirement Datecompensation" shall include amounts payable pursuant to subsection 4(f)(ii) hereof and amounts payable pursuant to subsection 4(f)(ii) shall be deemed to represent twenty-four (24) months of compensation (or such lesser number of months of compensation to the Executive's sixty-fifth (65th) birthday) for purposes of delivery determining benefits under the Pension Plan. For purposes of the foregoing annuities under this Section 5 subsection, "actuarial equivalent" shall be determined using the date of his termination of employment with same methods and assumptions utilized under the Company for any reason. It is understood that extensions in the Expiration Date of this Agreement, in the interest rate assumptions, in tax rates, in Executive's tax status as determined by state or local taxing authorities, and in other actuarial factors or considerations as of Executive's Retirement Date may affect the adequacy of such funding of the SERP Benefit. Periodically, upon any extensions in the Expiration Date, and in all events Pension Plan immediately prior to or promptly following the Retirement Date, an actuarial calculation shall be performed to determine if any additional funding through the purchase of an annuity on a tax grossed up-basis (as described Change in the SERP acknowledgment executed by Executive and attached hereto as Exhibit F (the "Acknowledgment")) is required as of the Retirement Date to deliver the full benefit to which Executive is entitled pursuant to Section 5 of the Initial Agreement, Exhibit B thereto and hereto and the Acknowledgment, all of which are incorporated herein by this reference, as such benefit may be increased pursuant to Section 6.1(a)(v) if applicable. If such additional funding is required, the Company shall promptly (i) purchase such additional annuities and (ii) pay to Executive an additional amount such that after payment by Executive of all applicable Federal, State and local taxes (computed at the maximum marginal rates) Executive retains a sufficient amount to pay all such taxes incurred by Executive as a result of the purchase of such additional annuities. Nothing herein shall adversely affect the validity of the AcknowledgmentControl.

Supplemental Pension. The obligations under Section 5 of the -------------------- Initial Agreement Executive shall be entitled to provide to Executive a supplemental pension benefit (the a "SERP BenefitSupplemental Pension") with respect to each pension plan (within the meaning of Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended) which is a defined benefit pension plan or a defined benefit top hat plan maintained by the Company and in lieu which the Executive participates or will participate (excluding the benefit provided under Section 13 of this Agreement) whether or not qualified under Code Section 401(a) and whether presently established or established hereafter ("Retirement Plan"). With respect to each Retirement Plan, the Executive shall be entitled to a Supplemental Pension determined in accordance with the terms of the respective Retirement Plan as in effect on the date of this amended and restated Agreement, adjusted for any subsequent changes; PROVIDED, HOWEVER, that with respect to any Retirement Plan the Supplemental Pension shall be determined as the additional incremental benefit Executive would be entitled to receive in excess of the actual benefit under the respective Retirement Plan if the Executive would be entitled to credit for 5 years of service in addition to the Executive's actual credited service under the terms of the respective Retirement Plan. Each Supplemental Pension shall be paid at the same time and in the same manner as when and how the pension benefit to which Executive would otherwise be entitled under the Company's Supplemental Executive respective Retirement Plan ("SERP") has been funded for is paid to the estimated SERP Benefit accrued through Executive. In addition, except as otherwise provided in this Section 8, the Expiration Date Executive's entitlement to a Supplemental Pension, including without limitation any survivor benefit, claims procedures, methods of this Agreement by payment, etc. shall be determined in accordance with the purchase provisions of annuities held the respective Retirement Plan; provided, however, that in the Excess Benefit Master Trust Agreement by and between RJR Nabisco, Inc. and Wachovia Bank and Trust Company, N.A., dated February 5, 1988, as amended through January 27, 1989event that Executive's employment is terminated within two years following a Change of Control pursuant to Section 12(d), (e) or (f), then the "1988 Secular Trust"). Such annuities are Supplemental Pension shall be paid in a lump sum which is the Actuarially Equivalent (as such term is defined in Section 2.3(b) of the United Stationers Pension Plan or its successor) to be delivered to Executive upon his Retirement Date. the Executive's "Retirement Date" for purposes of delivery of the foregoing annuities aggregate entitlement under this Section 5 shall be 8 with respect to each Retirement Plan, as soon as practicable following the termination of Executive's employment, but in no event later than 10 days following the date of his termination of employment with the Company for any reason. It is understood that extensions in the Expiration Date of this Agreement, in the interest rate assumptions, in tax rates, in Executive's tax status as determined by state or local taxing authorities, and in other actuarial factors or considerations as of Executive's Retirement Date may affect the adequacy of such funding of the SERP Benefit. Periodically, upon any extensions in the Expiration Date, and in all events immediately prior to or promptly following the Retirement Date, an actuarial calculation shall be performed to determine if any additional funding through the purchase of an annuity on a tax grossed up-basis (as described in the SERP acknowledgment executed by Executive and attached hereto as Exhibit F (the "Acknowledgment")) is required as of the Retirement Date to deliver the full benefit to which Executive is entitled pursuant to Section 5 of the Initial Agreement, Exhibit B thereto and hereto and the Acknowledgment, all of which are incorporated herein by this reference, as such benefit may be increased pursuant to Section 6.1(a)(v) if applicable. If such additional funding is required, the Company shall promptly (i) purchase such additional annuities and (ii) pay to Executive an additional amount such that after payment by Executive of all applicable Federal, State and local taxes (computed at the maximum marginal rates) Executive retains a sufficient amount to pay all such taxes incurred by Executive as a result of the purchase of such additional annuities. Nothing herein shall adversely affect the validity of the Acknowledgmenttermination.

Supplemental Pension. The obligations under (i) Subject to the provisions of this Section 5 of 3(g), Executive shall earn during the -------------------- Initial Agreement to provide to Executive Term a supplemental monthly pension benefit for life (the "SERP BenefitPension") payable in lieu the form of a straight life annuity commencing with the month following the month in which Executive attains age 65. The amount of the pension Pension shall be determined in accordance with the benefit to which Executive would otherwise be entitled under formula and actuarial factors and assumptions set forth in the Company's Supplemental Executive Detrex Corporation Employees Retirement Plan (the "SERPRetirement Plan"), as in effect on the Effective Date, except that, for purposes of calculating the amount of the Pension, the following shall apply: (A) has been funded Executive shall be entitled to receive the Pension even if, at the time of his termination of employment, he is not entitled to receive a pension under the Retirement Plan; (B) for purposes of determining eligibility for benefits and calculating the estimated SERP Benefit accrued through amount of the Expiration Date Pension, Executive shall be credited with years of this Agreement vesting and accrual service equal to the sum of (I) the number of whole months elapsed from April 1, 1995 to the date of Executive's termination of employment hereunder divided by six plus (II) five; (C) subject to Section 3(g)(ii) below, Executive shall be fully vested in the Pension as of the Effective Date; (D) the amount of the Pension shall be paid in the form of a 50% qualified joint and survivor annuity, unless Executive shall elect in writing prior to his termination of employment to have the Pension paid in another form of payment that may be elected under the Retirement Plan; provided, however, that the Company shall have the right at any time following Executive's termination of employment to pay the entire amount of the remaining Pension to Executive (or his surviving spouse, if applicable) in a lump sum (regardless of the amount of such lump sum) calculated in accordance with the actuarial factors specified in the Retirement Plan applicable to involuntary cashouts; (E) the amount of the Pension shall be reduced by the purchase amount of annuities held the retirement benefits payable to Executive (or his spouse) under the Retirement Plan; (F) the monthly payments of the Pension shall not commence until the latest to occur of (I) the date Executive attains the earliest retirement age under the Retirement Plan, (II) the date Executive is no longer entitled to receive payments of the Severance Amount and (III) the date of Executive's termination of employment. If Executive should die prior to the commencement of the Pension, his surviving spouse, if any, shall be entitled to a death benefit for life equal the amount that would otherwise have been payable to her if Executive had died immediately after Pension payments to him had commenced on the latest date specified in the Excess Benefit Master Trust Agreement by and between RJR Nabisco, Inc. and Wachovia Bank and Trust Company, N.A., dated February 5, 1988, as amended through January 27, 1989, clause (F) above (the "1988 Secular TrustReference Date"). Such annuities are to be delivered to Executive upon his Retirement Date. Executive's "Retirement Date" for purposes of delivery ) of the foregoing annuities under this Section 5 shall be previous sentence in the form of a 50% joint and survivor annuity prior to the date of his termination of employment with death; provided, however, that the Company for any reason. It is understood that extensions in the Expiration Date of this Agreement, in the interest rate assumptions, in tax rates, in death benefit payable to Executive's tax status as determined by state or local taxing authorities, surviving spouse shall not commence until the Reference Date and (G) in other actuarial factors or considerations as of Executive's Retirement Date may affect calculating the adequacy of such funding amount of the SERP Benefit. PeriodicallyPension, upon any extensions in all applicable limits under the Expiration DateInternal Revenue Code of 1986, and in all events immediately prior to or promptly following the Retirement Date, an actuarial calculation shall be performed to determine if any additional funding through the purchase of an annuity on a tax grossed up-basis (as described in the SERP acknowledgment executed by Executive and attached hereto as Exhibit F amended (the "AcknowledgmentCode"), shall apply (including, without limitation, those under Section 401(a)(17) is required as and Section 415). If the payment of the Pension should commence prior to the time that Executive attains age 65, the amount of the Pension shall be reduced in accordance with the reduction factors set forth in the Retirement Date Plan. The Pension to deliver Executive shall terminate in the full benefit to month in which Executive is entitled pursuant to Section 5 of the Initial Agreementdies, Exhibit B thereto and hereto and the Acknowledgmentdeath benefit, all if any, payable to his surviving spouse shall terminate with the month of which are incorporated herein by this reference, as such benefit her death. No beneficiary may be increased pursuant elected to Section 6.1(a)(v) if applicable. If such additional funding is required, receive the Company shall promptly (i) purchase such additional annuities and (ii) pay to Executive an additional amount such that after payment by Executive of all applicable Federal, State and local taxes (computed at the maximum marginal rates) Executive retains a sufficient amount to pay all such taxes incurred by Executive as a result of the purchase of such additional annuities. Nothing herein shall adversely affect the validity of the Acknowledgmentdeath benefit other than Executive's spouse.