organization) without the consent of the CEO and the Chief Compliance Officer asdetailed in the SunGard Global Business Conduct and Compliance Program, or any of its successorprograms.     1.4 Base Salary. During the Employment Term, for all the services renderedby Executive hereunder, the Company shall pay Executive a base salary (“Base Salary”), atthe annual rate in effect on the Effective Date, payable in installments at such times as theCompany customarily pays its other employees. Executive’s Base Salary shall be reviewedperiodically for appropriate increases by the CEO or the Compensation Committee of the Board (the"Compensation Committee”) pursuant to the Company’s normal performance review policies forsenior level executives.     1.5 Retirement, Welfare and Other Benefit Plans and Programs. During theEmployment Term, Executive shall be entitled to participate in all employee retirement and welfarebenefit plans and programs made available to the Company’s senior level executives as a group, assuch retirement and welfare plans may be in effect from time to time and subject to the eligibilityrequirements of such plans. During the Employment Term, Executive shall be provided with executivefringe benefits and perquisites under the same terms as those made available to the Company’ssenior level executives as a group, as such programs may be in effect from time to time. Duringthe Employment Term, Executive shall be entitled to vacation and sick leave in accordance with theCompany’s vacation, holiday and other pay for time not worked policies. Nothing in this Agreementor otherwise shall prevent the Company from amending or terminating any retirement, welfare orother employee benefit plans, programs, policies or perquisites from time to time as the Companydeems appropriate.     1.6 Reimbursement of Expenses. During the Employment Term, Executive shallbe provided with reimbursement of reasonable expenses related to Executive’s employment by theCompany on a basis no less favorable than that which may be authorized from time to time for seniorlevel executives as a group.     1.7 Incentive Compensation. During the Employment Term, Executive shall beentitled to participate in all short-term and long-term incentive programs established by theCompany for its senior level executives, at such levels as the CEO or Compensation Committeedetermines. Executive’s incentive compensation shall be subject to the terms of the applicableplans and shall be determined based on Executive’s individual performance and Company performanceas determined by the CEO or Compensation Committee.     1.8 Equity Compensation. As additional consideration for the terms andconditions of this Agreement, the Executive shall receive an equity grant of 21,526 restrictedstock units and 54,211 stock options divided between time and performance as per the managementgrant ratios. These grants will be subject to the terms and conditions of the Company’s equitycompensation plan and the applicable grant agreements.     2. Termination. Executive’s employment shall terminate upon the occurrenceof any of the following events:     2.1 Termination Without Cause. The Company may terminate Executive’semployment with the Company at any time without Cause (as defined in Section 3) (in which case theEmployment Term shall be deemed to have ended) upon not less than 60 days’ prior written noticepursuant to Section 11 to Executive; provided, however, that, in the event that such notice isgiven, Executive shall be allowed to seek other employment, to the extent such other employment isconsistent with Executive’s obligations under Section 5.
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     2.2 Benefits Payable Upon Termination Without Cause.          (a) In the event of a termination of Executive as described in Section 2.1 that occurs during theEmployment Term prior to a Change of Control, if Executive executes and does not revoke a Release(as defined in Section 3), Executive shall be entitled to receive the following severance benefits:               (i) Executive shall receive a lump sum cash payment equal to the sum of two (2)times Executive’s annual Base Salary plus Executive’s Target Incentive Bonus (as defined in Section3) in effect immediately before the Termination Date (as defined in Section 3).               (ii) Executive shall receive a pro rata Target Incentive Bonus for the year in whichExecutive’s Termination Date occurs. The pro rata amount shall be determined as the TargetIncentive Bonus multiplied by the number of days in which Executive was employed by the Companyduring the year of termination, including the Termination Date, divided by 365.               (iii) The Company shall pay Executive a lump sum cash payment equal to the cost(calculated as described below) that Executive would incur if Executive continued medical, dentaland vision coverage for Executive, and, where applicable, her spouse and dependents, for thetwo-year period following the Termination Date. For this purpose, the monthly cost shall bedetermined as 100% of the applicable monthly premium for the cost of medical, dental and visioncoverage for Executive, less the monthly premium charge that is paid by active Company employeesfor similar coverage as in effect at Executive’s Termination Date. The cash payment shall beincreased by a tax gross up payment equal to Executive’s income and FICA tax imposed on the paymentunder this subsection (iii). Executive may elect COBRA continuation coverage according to theterms of the Company’s applicable benefit plans.               (iv) Executive shall receive any other amounts earned, accrued or owing but not yetpaid under Section 1 above and any other benefits in accordance with the terms of any applicableplans and programs of the Company.          (b) In the event of a termination of Executive as described in Section 2.1 that occurs during theEmployment Term and on or after Change of Control, if Executive executes and does not revoke aRelease, Executive shall be entitled to receive the following severance benefits in lieu of thebenefits described in subsection (a) above:               (i) Executive shall receive a lump sum cash payment equal to the sum of three (3)times Executive’s annual Base Salary plus Executive’s Target Incentive Bonus in effect immediatelybefore the Termination Date.               (ii) Executive shall receive a pro rata Target Incentive Bonus for the year in whichExecutive’s Termination Date occurs. The pro rata amount shall be determined as the TargetIncentive Bonus multiplied by the number of days in which Executive was employed by the Companyduring the year of termination, including the Termination Date, divided by 365.               (iii) The Company shall pay Executive a lump sum cash payment equal to the cost(calculated as described below) that Executive would incur if Executive continued medical, dentaland vision coverage for Executive, and, where applicable, her spouse and dependents, for thethree-year period following the Termination Date. For this purpose, the monthly cost shall bedetermined as 100% of the applicable monthly premium for the cost of medical, dental and visioncoverage for Executive, less the monthly premium charge that is paid by active Company employeesfor similar coverage as in effectat Executive’s Termination Date. The cash payment shall be increased by a tax gross uppayment equal
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to Executive’s income and FICA tax imposed on the payment under this subsection(iii). Executive may elect COBRA continuation coverage according to the terms of the Company’sapplicable benefit plans.               (iv) Executive shall receive any other amounts earned, accrued or owing but notyet paid under Section 1 above and any other benefits in accordance with the terms of anyapplicable plans and programs of the Company.          (c) Payment of the lump sum benefits described in subsections (a) and (b) above shall be made onthe 60th day after Executive’s Termination Date, subject to Executive’s execution of an effectiveRelease.     2.3 Retirement or Other Voluntary Termination. Executive may voluntarilyterminate employment for any reason, including voluntary retirement, upon 60 days’ prior writtennotice pursuant to Section 11. In such event, after the effective date of such termination, nofurther payments shall be due under this Agreement. However, Executive shall receive any amountsearned, accrued or owing but not yet paid under Section 1 above and shall be entitled to anybenefits due in accordance with the terms of any applicable benefit plans and programs of theCompany.     2.4 Disability. The Company may terminate Executive’s employment ifExecutive has been unable to perform the essential functions of Executive’s position with theCompany, with or without reasonable accommodation, by reason of physical or mental incapacity for aperiod of six consecutive months (“Disability”). Executive agrees, in the event of adispute under this Section 2.4 relating to Executive’s Disability, to submit to a physicalexamination by a licensed physician selected by the Board. If Executive’s employment terminates onaccount of Disability, no further payments shall be due under this Agreement. However, Executiveshall be entitled to (i) any amounts earned, accrued or owing but not yet paid under Section 1above and any benefits due in accordance with the terms of any applicable benefit plans andprograms of the Company and (ii) a pro rated bonus for the year in which Executive’s Disabilityoccurs, which bonus shall be calculated and paid according to Section 2.2(a)(ii) above.     2.5 Death. If Executive dies while employed by the Company, the Companyshall pay to Executive’s executor, legal representative, administrator or designated beneficiary,as applicable, (i) any amounts earned, accrued or owing but not yet paid under Section 1 above andany benefits accrued or earned under the Company’s benefit plans and programs according to theterms of such plans and (ii) a pro rated bonus for the year in which Executive’s death occurs,which bonus shall be calculated and paid according to Section 2.2(a)(ii) above. Otherwise, theCompany shall have no further liability or obligation under this Agreement to Executive’sexecutors, legal representatives, administrators, heirs or assigns.     2.6 Cause. The Company or the CEO may terminate Executive’s employment atany time for Cause upon written notice to Executive, in which event all payments under thisAgreement shall cease, except for Base Salary to the extent already accrued. Executive shall beentitled to any benefits accrued or earned before Executive’s termination in accordance with theterms of any applicable benefit plans and programs of the Company; provided that Executive shallnot be entitled to receive any unpaid short-term or long-term cash incentive payments or unvestedoptions.     3. Definitions. For purposes of this Agreement, the following terms shallhave the meanings specified in this Section 3:          (a) “Affiliate” shall mean any direct or indirect subsidiary or parent of SunGard DataSystems Inc., and any other entity that, directly or indirectly, through one or moreintermediaries, controls, is controlled by or is under common control with SunGard Data SystemsInc.
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          (b) “Business” means the Company’s businesses, which consists of four separate businesses:(i) the availability services business segment (the “Availability Services Business”),(ii) the financial systems segment (the “Financial Systems Business”), (iii) the highereducation systems business segment (the “Higher Education Systems Business”), and (iv) thepublic sector systems business segment (the “Public Sector Business”).          (c) “Cause” shall mean any of the following grounds for termination of Executive’semployment:               (i) Executive is convicted of (or pleads guilty or *nolo contendre*to) a felony;               (ii) Executive neglects, refuses or fails to perform her material duties to theCompany (other than a failure resulting from Executive’s incapacity due to physical or mentalillness), which failure has continued for a period of at least 30 days after a written notice ofdemand for substantial performance, signed by a duly authorized officer of the Company, has beendelivered to Executive specifying the manner in which Executive has failed substantially to performunless such remedial action would not have been meaningful under the circumstances;               (iii) Executive commits an act of dishonesty or breach of trust or otherwise engagesin misconduct in the performance of Executive’s duties;               (iv) Executive engages in public conduct that is harmful to the reputation of theCompany;               (v) Executive breaches any written non-competition, non-disclosure ornon-solicitation agreement, or any other agreement in effect with the Company, including withoutlimitation the provisions of Section 5 of this Agreement; or               (vi) Executive breaches the Company’s written code of business conduct and ethics,including the Global Business Conduct and Compliance Program.          (d) “Change of Control” shall mean the occurrence of (a) any consolidation or merger ofSunGard Capital Corp. (or any other parent company (a “Parent Company”) of the Company thatowns each of the Availability Services Business, Financial Systems Business, Higher EducationSystems Business and Public Sector Business (each as defined in this Section 3)) with or into anyother person, or any other corporate reorganization, transaction or transfer of securities ofSunGard Capital Corp. (or such other Parent Company) by its stockholders, or series of relatedtransactions (including the acquisition of capital stock of SunGard Capital Corp. or such otherParent Company), whether or not SunGard Capital Corp. (or such other Parent Company) is a partythereto, in which the stockholders of SunGard Capital Corp. immediately prior to suchconsolidation, merger, reorganization or transaction, own, directly or indirectly, capital stockeither (i) representing directly, or indirectly through one or more entities, less than fiftypercent (50%) of the economic interests in or voting power of SunGard Capital Corp. (or such otherParent Company) or other surviving entity immediately after such consolidation, merger,reorganization or transaction or (ii) that does not directly, or indirectly through one or moreentities, have the power to elect a majority of the entire board of directors of SunGardCapital Corp. (or such other Parent Company) or other surviving entity immediately after suchconsolidation, merger, reorganization or transaction, (b) any transaction or series of relatedtransactions, whether or not SunGard Capital Corp. (or such other Parent Company) is a partythereto, after giving effect to which in excess of fifty percent (50%) of the voting power ofSunGard Capital Corp. (or such other Parent Company) is owned directly, or indirectly through oneor more entities, by any person and its “affiliates” or “associates”
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(as such terms are defined inthe Rules promulgated under the Exchange Act of 1934, as amended (the “Exchange ActRules”)) or any “group” (as defined in the Exchange Act Rules), other than, directly orindirectly, Qualified Institutional Investors (as defined in the Stockholders Agreement (as definedin this Section 3)) (and in the case of a “group”, excluding a percentage of such “group” equal tothe percentage of the voting power of such group controlled by any Qualified InstitutionalInvestors), excluding, in any case referred to in clause (a) or (b) any Initial Public Offering (asdefined in the Stockholders Agreement) or any bona fide primary or secondary public offeringfollowing the occurrence of an Initial Public Offering; or (c) a sale, lease or other dispositionof all or substantially all of the assets of SunGard Capital Corp. or such other Parent Company, ineach case on a consolidated basis with its subsidiaries (including the stock of the Company),excluding, in any case referred to in clause (c), any sale, lease or other disposition to an entityof which the stockholders of SunGard Capital Corp. immediately prior to the sale, lease or otherdisposition own, directly or indirectly, through one or more entities, capital stock eitherrepresenting directly, or indirectly through one or more entities, 50% or more of the economicinterests or voting power. For the avoidance of doubt, a spin-off of one of the Businesses, Saleof a Business or a comparable transaction shall not, in any case, constitute a Change of Control.          (e) “Code” shall mean the Internal Revenue Code of 1986, as amended.          (f) “Investors” shall mean the private equity funds sponsored by Silver Lake Partners,Bain Capital, The Blackstone Group, Goldman, Sachs & Co., Kohlberg Kravis Roberts, ProvidenceEquity Partners and Texas Pacific Group that became stockholders of Capital Corp. and SunGardCapital Corp. II in August 2005.          (g) “Release” means a release substantially in the form of Exhibit A attached tothis Agreement, which may be subsequently modified only based on recommendations of the Company’scounsel to reflect changes in applicable law after the Effective Date.          (h) “Sale of a Business” shall mean the sale, exchange or other disposition or transfer ofall or substantially all of the business or assets of one of the four Businesses to a purchaserthat is unrelated to the Company or any of the Investors; provided that a Sale of a Business shallnot also constitute a Change of Control.          (i) “Stockholders Agreement” shall mean the stockholders agreement dated as of August 10,2005, by and among SunGard Capital Corp., certain of its subsidiaries and stockholders of SunGardCapital Corp., as in effect from time to time.          (j) “SunGard Group” shall mean the Company, its Affiliates and their respectivesuccessors.          (k) “Target Incentive Bonus” shall mean Executive’s target annual incentive bonus amount(measured at the target, identified “goal” target or other similar target as determined by theCompany at the Termination Date, without taking into account any incentive override for above goalperformance, or any project-specific or other non-standard incentives) in effect under theCompany’s Executive Incentive Plan for the year of termination.          (l) “Termination Date” shall mean the effective date of the termination of Executive’semployment relationship with the Company pursuant to this Agreement.     4. Notice of Termination. Any termination of Executive’s employment shallbe communicated by a written notice of termination to the other party hereto given in accordancewith Section 11. The notice of termination shall (i) indicate the specific termination provisionin this
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Agreement relied upon, (ii) briefly summarize the facts and circumstances deemed to providea basis for a termination of employment if for Cause, and (iii) specify the Termination Date inaccordance with the requirements of this Agreement.     5. Restrictive Covenants.     5.1 Non-Disclosure. At all times during the Employment Term and continuingat all times after Executive’s Termination Date, and except as required by applicable law or in ajudicial or administrative proceeding, Executive shall not disclose to anyone outside the SunGardGroup, or use for the benefit of anyone other than the SunGard Group, any confidential orproprietary information relating to business of the SunGard Group, whether acquired by Executivebefore, during or after employment with the Company. Executive acknowledges that the proprietaryand confidential information of the SunGard Group includes, by way of example: (a) the identity ofcustomers and prospects, their specific requirements, and the names, addresses and telephonenumbers of individual contacts; (b) prices, renewal dates and other detailed terms of customer andsupplier contracts and proposals; (c) pricing policies, information about costs, profits and sales,methods of delivering software and services, marketing and sales strategies, and software andservice development strategies; (d) source code, object code, specifications, user manuals,technical manuals and other documentation for software products; (e) screen designs, report designsand other designs, concepts and visual expressions for software products; (f) employment andpayroll records; (g) forecasts, budgets, acquisition models and other non public financialinformation; and (h) expansion plans, business or development plans, management policies,information about possible acquisitions or divestitures, potential new products, markets or marketextensions, and other business and acquisition strategies and policies. The provisions of thisSection 5.1 shall survive any termination or expiration of this Agreement.     5.2 Works and Ideas. Executive shall promptly communicate to the Company,in writing, all marketing strategies, product ideas, software designs and concepts, softwareenhancement and improvement ideas, and other ideas and inventions (collectively, “Works andIdeas”) pertaining to the business of the SunGard Group in any material respect, whether or notpatentable or copyrightable, that are made, written, developed or conceived by Executive, alone orwith others, at any time (during or after business hours) while Executive is employed by theCompany (including at any time prior to the date of this Agreement) or during the three monthsafter Executive’s Termination Date. Executive acknowledges that all of those Works and Ideas willbe the exclusive property of the SunGard Group, and hereby assigns and agrees to assign all ofExecutive’s right, title and interest in those Works and Ideas to the SunGard Group. Executiveshall sign all documents that the Company reasonably requests to confirm its ownership of thoseWorks and Ideas, and shall reasonably cooperate with the Company, at the Company’s expense, toallow the SunGard Group to take full advantage of those Works and Ideas.     5.3 Non-Competition and Non-Solicitation. During the Employment Term andwithin two years after Executive’s termination of employment with the Company for any reason,whether or not payments are being made under this Agreement, Executive shall not, directly orindirectly, (a) anywhere in the world render any material services for any organization, or engagein any business, that competes in any material respect with the business of the Company or anyother SunGard Group entity for which Executive has performed material services, or (b) solicit orcontact, for the purpose or with the effect of competing or interfering with the business of theCompany or any other SunGard Group entity for whichExecutive has performed material services in any material respect (i) any customer oracquisition target under contract with the Company at any time during the last two years ofExecutive’s employment with the Company, (ii) any prospective customer or acquisition target thatreceived or requested a proposal, offer or letter of intent from the Company at any time during thelast two years of Executive’s employment with the Company, (iii) any affiliate of any such customeror prospect, (iv) any of the individual contacts at customers or acquisition targets established bythe Company, Executive or others at
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the Company during the period of Executive’s employment withthe Company, or (v) any individual who is an employee or independent contractor of the Company atthe time of the solicitation or contact or who was an employee or independent contractor of theCompany within three months before such time unless Executive receives prior written permissionfrom the CEO.     6. Equitable Relief.          (a) Executive acknowledges and agrees that the restrictions contained in Section 5 are reasonableand necessary to protect and preserve the legitimate interests, properties, goodwill and businessof the SunGard Group, that the Company would not have entered into this Agreement in the absence ofsuch restrictions and that irreparable injury will be suffered by the SunGard Group shouldExecutive breach any of the provisions of that Section. Executive represents and acknowledges that(i) Executive has been advised by the Company to consult Executive’s own legal counsel in respectof this Agreement, and (ii) Executive has had full opportunity, prior to execution of thisAgreement, to review thoroughly this Agreement with Executive’s counsel.          (b) Executive further acknowledges and agrees that a breach of any of the restrictions in Section5 cannot be adequately compensated by monetary damages. Executive agrees that the SunGard Groupshall be entitled to preliminary and permanent injunctive relief, without the necessity of provingactual damages, as well as an equitable accounting of all earnings, profits and other benefitsarising from any violation of Section 5 hereof, which rights shall be cumulative and in addition toany other rights or remedies to which the SunGard Group may be entitled. In the event that any ofthe provisions of Section 5 should ever be adjudicated to exceed the time, geographic, service, orother limitations permitted by applicable law in any jurisdiction, it is the intention of theparties that the provision shall be amended to the extent of the maximum time, geographic, service,or other limitations permitted by applicable law, that such amendment shall apply only within thejurisdiction of the court that made such adjudication and that the provision otherwise be enforcedto the maximum extent permitted by law.          (c) Notwithstanding anything in this Agreement to the contrary, if Executive breaches any ofExecutive’s obligations under Section 5, the Company shall thereafter be obligated only for thecompensation and other benefits provided in any Company benefit plans, policies or practices thenapplicable to Executive in accordance with the terms thereof, and all payments under Section 2 ofthis Agreement shall cease.          (d) Executive irrevocably and unconditionally (i) agrees that any suit, action or other legalproceeding arising out of Section 5, including without limitation, any action commenced by theSunGard Group for preliminary and permanent injunctive relief and other equitable relief, may bebrought in a United States District Court for Pennsylvania, or if such court does not havejurisdiction or will not accept jurisdiction, in any court of general jurisdiction in ChesterCounty, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any suchsuit, action or proceeding, and (iii) waives any objection which Executive may have to the layingof venue of any such suit, action or proceeding in any such court. Executive also irrevocably andunconditionally consents to the service of any process, pleadings, notices or other papers in amanner permitted by the notice provisions of Section 11 hereof.     7. Dispute Resolution. In the event of any dispute relating to Executive’semployment, the termination thereof, or this Agreement, other than a dispute in which the primaryrelief sought is an equitable remedy such as an injunction, the parties shall be required to havethe dispute, controversy or claim settled by alternative dispute resolution conducted by JAMS (or,if JAMS is not available, another mutually agreeable alternative dispute resolution organization),in the city of Executive’s principal place of employment. Any award entered by JAMS (or such otherorganization) shall be final, binding and nonappealable, and judgment may be entered thereon byeither party in accordance with applicable law in
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any court of competent jurisdiction. ThisSection 7 shall be specifically enforceable. JAMS (or such other organization) shall have noauthority to modify any provision of this Agreement. In the event of a dispute, each party shallbe responsible for its own expenses (including attorneys’ fees) relating to the conduct of thearbitration, and the parties shall share equally the fees of JAMS. THE PARTIES IRREVOCABLY WAIVEANY RIGHT TO TRIAL BY JURY AS TO ALL CLAIMS HEREUNDER.     8. Non-Exclusivity of Rights; Resignation from Boards.          (a) Nothing in this Agreement shall prevent or limit Executive’s continuing or futureparticipation in or rights under any benefit, bonus, incentive or other plan or program provided bythe Company and for which Executive may qualify; provided, however, that if Executive becomesentitled to and receives the payments described in Section 2.2(a) of this Agreement, Executivehereby waives Executive’s right to receive payments under any severance plan or similar programapplicable to employees of the Company.          (b) If Executive’s employment with the Company terminates for any reason, Executive shallimmediately resign from all boards of directors of the Company, any Affiliates and any otherentities for which Executive serves as a representative of the Company.     9. Survivorship. The respective rights and obligations of the parties underthis Agreement (including without limitation Sections 5, 6 and 7) shall survive any termination ofExecutive’s employment or termination of this Agreement to the extent necessary to the intendedpreservation of such rights and obligations.     10. Mitigation. Executive shall not be required to mitigate the amount ofany payment or benefit provided for in this Agreement by seeking other employment or otherwise, andthere shall be no offset against amounts due Executive under this Agreement on account of anyremuneration attributable to any subsequent employment that Executive may obtain.     11. Notices. All notices and other communications required or permittedunder this Agreement or necessary or convenient in connection herewith shall be in writing andshall be deemed to have been given when hand delivered or mailed by registered or certified mail,as follows (provided that notice of change of address shall be deemed given only when received):If to the Company and SunGard, to:SunGard Data Systems Inc.