Common use of Supplemental Pension Clause in Contracts

Supplemental Pension. In addition to the pension benefits to which the Executive is entitled under the Pension Plan or any successor plans thereto, the Employer shall pay the Executive in one sum in cash on the fifth (5th) day following the Date of Termination, a lump sum equal to the actuarial equivalent of 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 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 had accumulated (after the 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 "compensation" 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 determining benefits under the Pension Plan. For purposes of this subsection, "actuarial equivalent" shall be determined using the same methods and assumptions utilized under the Pension Plan immediately prior to the Change in Control.

Supplemental Pension. In addition The obligations under Section 5 of the -------------------- Initial Agreement to provide to Executive a pension benefit (the "SERP Benefit") in lieu of the pension benefits 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 under pursuant to Section 5 of the Pension Plan or any successor plans theretoInitial 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 Employer 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 in one sum in cash on the fifth (5th) day following the Date of Termination, retains a lump sum equal sufficient amount to the actuarial equivalent pay all such taxes incurred by Executive as a result of the excess purchase of (1) such additional annuities. Nothing herein shall adversely affect the retirement pension (determined as a straight life annuity commencing at age 65) which the Executive would have accrued under the terms validity 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 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 had accumulated (after the 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 "compensation" 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 determining benefits under the Pension Plan. For purposes of this subsection, "actuarial equivalent" shall be determined using the same methods and assumptions utilized under the Pension Plan immediately prior to the Change in ControlAcknowledgment.

Supplemental Pension. In The Executive shall be entitled to a supplemental pension benefit (a "Supplemental 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 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 pension benefits to which the Executive is entitled under the Pension Plan or any successor plans thereto, the Employer shall pay the Executive in one sum in cash on the fifth (5th) day following the Date of Termination, a lump sum equal to the actuarial equivalent of the excess of (1) the retirement pension (determined as a straight life annuity commencing at age 65) which the Executive would have accrued Executive's actual credited service under the terms of the respective Retirement Plan. Each Supplemental Pension Plan shall be paid at the same time and any other in the same manner as when and how the pension benefit program under the respective Retirement Plan is paid to the Executive. In addition, except as otherwise provided in this Section 8, the Executive's entitlement to a Supplemental Pension, including without limitation any survivor benefit, claims procedures, methods of payment, etc. shall be determined in accordance with the provisions of the respective Retirement Plan; provided, however, that in the event that Executive's employment is terminated within two years following a Change of Control pursuant to Section 12(d), (without regard to any amendment to e) or (f), then the 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 other pension benefit program made subsequent its successor) to the Change in Control and on or prior to the 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 had accumulated (after the Date of Termination) twenty-four (24) additional months of service credit thereunder at the Executive's highest annual rate aggregate entitlement under this Section 8 with respect to each Retirement Plan, as soon as practicable following the termination of compensation during the twelve (12) months immediately preceding the Date of Termination (Executive's employment, but in no event shall later than 10 days following the Executive be deemed to have accumulated additional months date 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 "compensation" 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 determining benefits under the Pension Plan. For purposes of this subsection, "actuarial equivalent" shall be determined using the same methods and assumptions utilized under the Pension Plan immediately prior to the Change in Controltermination.

Supplemental Pension. In addition (a) You will be entitled to a pension benefit for your life fully vested from your first day of employment and commencing on the pension benefits first day of the 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 which the Executive is entitled be made to you under the Supplemental LTD Policy, unless, at any time, the net after-tax benefit to you would be greater under this Section 6 than under the Supplemental 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 or ("EOPP") as modified by the terms of this Agreement, and will be offset by any successor plans thereto, the Employer shall pay the Executive in one sum in cash on the fifth (5th) day following the Date of Termination, a lump sum equal pension benefit paid to the actuarial equivalent of the excess of (1) the retirement pension (determined as a straight life annuity commencing at age 65) which the Executive would have accrued 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 other successor non-qualified excess pension benefit program (without regard plan). In the event that your termination is for "disability", as defined in Section 9, and 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 any amendment to such commence receipt of benefits under either the Unisys Pension Plan or other pension benefit program made subsequent to the Change in Control and on or SERIP until such time that you commence receipt of benefits under the EOPP as modified under this Section 6. If termination of employment occurs prior to the Date completion of Terminationseven full years of service, which amendment adversely affects your benefit will be determined (i) in any manner accordance with the computation terms of pension benefits thereunder)this Section 6 and the provisions of Section 10 or 11 of this Agreement if applicable and (ii) if such termination of employment occurs other than on the date a full year of service is completed, determined as if by increasing the Executive were fully vested thereunder annual accrued benefit applicable to your then-completed full years of service by an amount equal to a pro-rata portion of the difference between the annual accrued benefit that would have been payable had you completed the current year of service and had accumulated (after the Date benefit payable with respect to your actual full years of Termination) twentyservice. Such pro-four (24) additional rata portion will be based on the number of full 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 employment completed since your last full year of service credit after divided by 12. (b) Notwithstanding the Executive's sixtyforegoing, if you would receive a larger after-fifth tax benefit if calculated in accordance with Section 5.01 of the EOPP, the amount of your benefit pursuant to this Section 6 will be calculated in accordance with that Section of the EOPP, rather than Section 6(a) above. (65thc) birthday)Your spouse will, over (2) the retirement pension (determined as upon your death, be entitled to a straight life annuity commencing at age sixty-five under this Section 6 equal to 50% of the annual benefit (65before offsets in accordance with Section 6(a)) which you were receiving at the Executive date of your death (less any amounts due alternate payees under any qualified domestic relations orders). If you die prior to commencement of your benefit under this Section 6, your spouse will be entitled to such survivor's benefit based on the assumption that you had then accrued pursuant retired and had been receiving retirement payments at the time of your death based on your credited service to that date. Such survivor's benefit shall be offset by any other survivor's pension benefit provided to your spouse under the Unisys Pension Plan (or any other successor qualified pension plan) and the SERIP (or any successor non-qualified excess pension benefit plan). (d) Except as otherwise provided in this Agreement, your pension benefit shall be determined in accordance with the provisions of the Pension Plan EOPP as in effect on the date of this Agreement, or as subsequently modified, if such modifications are favorable to you. If, prior to January 31, 2005, (i) your employment is terminated by the Corporation for "cause" (as defined in Section 11(c)) or (ii) you terminate your employment voluntarily, other than for "disability" (as defined in Section 10) or "good reason" (as defined in Section 11(c)), your benefit will be subject to suspension and forfeiture under the provisions of Section 6.04 of the EOPP, provided, however, that (i) service on the board of directors of other companies will not cause a suspension or forfeiture of benefits under Section 6.04 of the EOPP; (ii) service as an employee of or consultant to an entity a unit of which is in competition with Unisys will not cause a suspension or forfeiture of benefits under Section 6.04 of the EOPP, provided that it can be demonstrated to the reasonable satisfaction of the Committee that procedures are in place to assure that the unit that is in competition with Unisys and any director, officer, employee, consultant or other pension benefit program. For purposes representative of clause such unit cannot directly or indirectly avail itself of your services, (1)iii) service as an employee of or consultant to an entity that provides consulting services to other entities, one or more of which are in competition with Unisys, will not cause a suspension or forfeiture of benefits under Section 6.04 of the term EOPP, provided that it can be demonstrated to the reasonable satisfaction of the Committee that procedures are in place to assure that no entity that is in competition with Unisys nor any director, officer, employee, consultant or other representative of such unit can directly or indirectly avail itself of your services, (iv) "compensationcause" shall include amounts payable pursuant to subsection 4(f)(iiin Section 6.04(b) hereof and amounts payable pursuant to subsection 4(f)(ii) of the EOPP shall be deemed to represent twentybe defined as provided in this Agreement; (v) your investment in securities that are listed for trading on a national exchange or NASDAQ (provided that your investment does not exceed 1% of the issued and outstanding shares of stock) and your acquisition of a passive ownership interest in a non-four public company will not cause a suspension or forfeiture of benefits under Section 6.04 of the EOPP and (24vi) months of compensation (no activity in which you engage while employed under this Agreement which you have undertaken in the good faith belief that it is in the best interests, or such lesser number of months of compensation that it is not opposed to the Executive's sixty-fifth best interests, of Unisys shall be deemed the basis for suspending or forfeiting your benefits under Section 6.04 of the EOPP. Your benefit shall not be subject to suspension or forfeiture under any circumstances other than as provided in this Section 6(d). (65the) birthday) Notwithstanding anything to the contrary, if any provision of this Agreement is inconsistent with any term or provision of the EOPP, including without limitation Section 6.04 thereof, the provisions of this Agreement shall prevail, and if the EOPP is terminated, it shall be deemed to continue for purposes of determining providing the benefit in this Section 6. (f) Upon your termination of employment, the Corporation will purchase and transfer to you (or to your spouse upon your death) an annuity, as provided in this Section 6(f), unless prior to January 31, 2005, (1) your employment is terminated by the Corporation for "cause" (as defined in Section 10(c)) or (2) you terminate your employment voluntarily other than for "disability" (as defined in Section 10), "good reason" (as defined in Section 11(c)) or an "approved personal reason" (as defined in this Section 6(f)). The annuity provided to you (or to your spouse upon your death) will be an individual fixed annuity that, together with benefits payable from the Unisys Pension Plan (or any successor qualified pension plan), will pay to you 40% of the pension benefit, computed prior to offsets for payments due under the terms of the Unisys Pension Plan and the SERIP, payable under this Section 6 (and/or the appropriate survivor benefit to your spouse). The annuity will pay you a monthly benefit for your life with a 50% surviving spouse benefit, will be purchased from an insurance company rated at least AA or an equivalent rating by at least two of the three following rating agencies, A.M. Best, Xxxxx'x and Standard and Poor's, and will be subject to your reasonable review (or that of your spouse or personal representative, in the event of your death or disability) of the terms of the annuity contract, which will contain terms regarding the nonassignability of the contract by the issuer in the ordinary course of business without your agreement (or that of your spouse or personal representative, in the event of your death or disability), and such other terms as you may reasonably request upon the advice of counsel. The Corporation shall be liable for the remaining 60% of the pension benefit provided for in this Section 6. In addition, the Corporation will make a gross-up payment to you (the "Section 6 gross-up payment") for federal, state and local income and employment taxes in an amount such that after payment by you of all such taxes imposed as a result of the transfer of the individual annuity and the payment of the Section 6 gross-up payment, you will have been reimbursed 100% by the Corporation for the amount of all such taxes, including taxes on the Section 6 gross-up payment. Anything in this Section 6(f) to the contrary notwithstanding, the Corporation will be liable for the benefits payable to you (or your spouse) under the EOPP as modified by Section 6 of this Agreement regardless of the circumstances of your termination, unless such circumstances constitute a reason for suspension or forfeiture of benefits under Section 6.04 of the Pension PlanEOPP, if applicable pursuant to Section 6(d). For "Approved personal reason" means (i) you are advised by a licensed physician that continuation of your employment will result in an immediate and serious hazard to your health, (ii) the health of your spouse makes it impossible for you, in your good faith judgment, to meet your obligations under this Agreement and, at the same time, your responsibilities to your spouse or (iii) such other circumstance that following your written request, the Committee may conclude, in the reasonable exercise of its discretion, warrants approval of such termination, pursuant to this Section 6(f), as a termination for an "approved personal reason". If you intend to terminate your employment voluntarily for purposes of this subsectionan "approved personal reason", (y) you need to provide the Committee at least 30 days' prior written notice of your intent to terminate your employment, stating with specificity the reason for your termination, and if the condition of your health or your spouse's health is the reason, a detailed description of the medical condition that is the reason for your termination, and (z) in such case, the Committee may, in its reasonable discretion, request an independent medical examination of you or your spouse, as applicable, by a licensed physician mutually agreed to between you and the Corporation in order to verify the medical condition that serves as the basis for your termination for an "actuarial equivalent" shall be determined using the same methods and assumptions utilized under the Pension Plan immediately prior to the Change in Controlapproved personal reason".