1

 
Termination Date. For this purpose, the monthly cost shall be determined as 100% of the applicable monthly premium for the costof medical, dental and vision coverage for Executive, less the monthly premium charge thatis paid by active Company employees for similar coverage as in effect at Executive’stermination date. The cash payment shall be increased by a tax gross up payment equal toExecutive’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 butnot yet paid under Section 1 above and any other benefits in accordance with the terms ofany applicable plans and programs of the Company.               (v) Payment of the lump sum benefits described above shall be made on the 60th dayafter Executive’s Termination Date, subject to Executive’s execution of an effectiveRelease.2. Section 2.2(b)(v) of the Employment Agreement is amended to read as follows:     (v) Payment of the lump sum benefits described above shall be made on the 60th dayafter Executive’s Termination Date, subject to Executive’s execution of an effectiveRelease.3. Section 3(c) of the Employment Agreement is amended to read as follows:     (c) “Change of Control” shall mean “the occurrence of (a) any consolidation ormerger of SunGard Capital Corp. (“Capital Corp.”) (or any other parent company (a“Parent Company”)) of SunGard that owns each of the Availability Services Businesssegment, financial systems business segment, higher education systems business segment andpublic sector business with or into any other person, or any other corporatereorganization, transaction or transfer of securities of Capital Corp (or such other ParentCompany) by its stockholders, or series of related transactions (including the acquisitionof capital stock of Capital Corp. or such other Parent Company), whether or not CapitalCorp. (or such other Parent Company) is a party thereto, in which the stockholders ofCapital Corp. immediately prior to such consolidation, merger, reorganization ortransaction, own, directly or indirectly, capital stock either (i) representing directly, orindirectly through one or more entities, less than fifty percent (50%) of the economicinterests in or voting power of Capital Corp. (or such other Parent Company) or othersurviving entity immediately after such consolidation, merger, reorganization or transactionor (ii) that does not directly, or indirectly through one or more entities, have the powerto elect a majority of the entire board of directors of Capital Corp. (or such other ParentCompany) or other surviving entity immediately after such consolidation, merger,reorganization or transaction, (b) any transaction or series of related transactions,whether or not Capital Corp. (or such other Parent Company) is a party thereto, after givingeffect to which in excess of fifty percent (50%) of the voting power of CapitalCorp. (or such other Parent Company) is owned directly, or indirectly
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through one or moreentities, by any person and its “affiliates” or “associates” (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,which is incorporated by reference herein) (and in the case of a “group,” excluding apercentage of such “group” equal to the percentage of the voting power of such groupcontrolled by any Qualified Institutional Investors), excluding, in any case referred to inclause (a) or (b) any Initial Public Offering (as defined in the Stockholders Agreement) orany bona fide primary or secondary public offering following the occurrence of an InitialPublic Offering; or (c) a sale, lease or other disposition of all or substantially all ofthe assets of Capital Corp. or such other Parent Company, in each case on a consolidatedbasis with its subsidiaries (including the stock of SunGard), excluding, in any casereferred to in clause (c), any sale, lease or other disposition to an entity of which thestockholders of Capital Corp. immediately prior to the sale, lease or other disposition own,directly or indirectly, through one or more entities, capital stock either representingdirectly, or indirectly through one or more entities, 50% or more of the economic interestsor voting power. For the avoidance of doubt, a spin-off of one or more of the SunGardbusinesses, a Sale of the Public Sector Business, a sale of any other SunGard business or acomparable transaction shall not, in any case, constitute a Change of Control.4. Section 3(g) of the Employment Agreement is amended to read as follows:          (g) “Sale of the Public Sector Business” shall mean a sale, exchange orother disposition or transfer of all or substantially all of the business or assets of thePublic Sector Business to a purchaser that is unrelated to SunGard or any of the Investors;provided that a Sale of the Public Sector Business shall not also constitute a Change ofControl. For the avoidance of doubt, a spin-off of the Public Sector Business shall not beconsidered a Sale of the Public Sector Business.
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     5. Section 3 of the Employment Agreement is amended by adding the following definitionto the end:     (j) “Investors” shall mean the private equity funds sponsored bySilver Lake Partners, Bain Capital, The Blackstone Group, Goldman, Sachs & Co., KohlbergKravis Roberts, Providence Equity Partners and Texas Pacific Group that became stockholdersof Capital Corp. and SunGard Capital Corp. II in August 2005.     6. In all respects not modified by this Amendment, the Employment Agreement is herebyratified and confirmed.IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed thisAddendum as of March 17, 2010.      **SunGard Public Sector Inc.**