1.4 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 executives as a group, as suchretirement 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 entitled to vacationand sick leave in accordance with the Company’s vacation, holiday and other pay for time not workedpolicies. Nothing in this Agreement or otherwise shall prevent the Company from amending orterminating any retirement, welfare or other employee benefit plans, programs, policies orperquisites from time to time as the Company deems appropriate.     1.5 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 forexecutives as a group.     1.6 Incentive Compensation. During the Employment Term, Executive may beentitled to participate in all short-term and long-term incentive programs established by theCompany for its executives, at such levels as the Executive’s supervisor determines. Executive’sincentive compensation shall be subject to the terms of the applicable plans and shall bedetermined based on Executive’s individual performance and Company performance as determined by theExecutive’s supervisor and no minimum incentive is guaranteed.     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 notice toExecutive pursuant to Section 11.     2.2 Benefits Payable Upon Termination Without Cause.          (a) In the event of a termination of Executive as described in Section 2.1 duringthe Employment Term, 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 75% (seventy-fivepercent) of Executive’s annual Base Salary.               (ii) To the extent Executive has a Target Incentive Bonus for the year oftermination, 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, his or her spouse and dependents, for thenine (9) month period following the Termination time. 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
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coverage as in effect at Executive’s termination date. Executive may elect COBRA continuationcoverage according to the terms 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) Payment of the lump sum benefits described in subsection (a) above shall be madewithin 60 days after Executive’s Termination Date, subject to Executive’s delivery 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 Executive’s supervisor. If Executive’semployment terminates on account of Disability, no further payments shall be due under thisAgreement. However, Executive shall be entitled to (i) any amounts earned, accrued or owing butnot yet paid under Section 1 above and any benefits due in accordance with the terms of anyapplicable benefit plans and programs of the Company and (ii) a pro rated bonus for the year inwhich Executive’s Disability occurs, which bonus shall be calculated and paid according to Section2.2(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 Executive’s supervisor may terminateExecutive’s employment at any time for Cause upon written notice to Executive, in which event allpayments under this Agreement shall cease, except for Base Salary to the extent already accrued.Executive shall be entitled to any benefits accrued or earned before Executive’s termination inaccordance with the terms of any applicable benefit plans and programs of the Company; providedthat Executive shall not be entitled to receive any unpaid short-term or long-term cash incentivepayments or unvested options.     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 ofSunGard Data Systems 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) “Cause” shall mean any of the following grounds for termination ofExecutive’s employment:               (i) Executive is convicted of (or pleads guilty or *nolo contendre*to) a felony;               (ii) Executive neglects, refuses or fails to perform his or her material duties tothe Company (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 or SunGard, includingwithout limitation 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.          (c) “Code” shall mean the Internal Revenue Code of 1986, as amended.          (d) “Release” means a release substantially in the form of ExhibitA attached to this Agreement, which may be subsequently modified only based on recommendationsof the Company’s counsel to reflect changes in applicable law after the date of this Agreement.          (e) “Termination Date” shall mean the effective date of the termination ofExecutive’s employment 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 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 Company,or use for the benefit of anyone other than the Company, any confidential or proprietaryinformation relating to business of the Company, whether acquired by Executive before, during orafter employment with the Company. Executive acknowledges that the proprietary and confidentialinformation of the Company includes, by way of example: (a) the identity of customers andprospects, their specific requirements, and
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the names, addresses and telephone numbers of individual contacts; (b) prices, renewal datesand other detailed terms of customer and supplier contracts and proposals; (c) pricing policies,information about costs, profits and sales, methods of delivering software and services, marketingand sales strategies, and software and service development strategies; (d) source code, objectcode, specifications, user manuals, technical manuals and other documentation for softwareproducts; (e) screen designs, report designs and other designs, concepts and visual expressions forsoftware products; (f) employment and payroll records; (g) forecasts, budgets, acquisition modelsand other non public financial information; and (h) expansion plans, business or development plans,management policies, information about possible acquisitions or divestitures, potential newproducts, markets or market extensions, and other business and acquisition strategies and policies.The provisions of this Section 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 Company 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 Company, and hereby assigns and agrees to assign all ofExecutive’s right, title and interest in those Works and Ideas to the Company. Executive shallsign all documents that the Company reasonably requests to confirm its ownership of those Works andIdeas, and shall reasonably cooperate with the Company, at the Company’s expense, to allow theCompany to take full advantage of those Works and Ideas.     5.3 Non-Competition and Non-Solicitation. During the Employment Term andwithin one year 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) render any material services for any organization, or engage in any business, thatcompetes in any material respect with the business of the Company, or (b) solicit or contact, forthe purpose or with the effect of competing or interfering with the business of the Company (i) anycustomer or acquisition target under contract with the Company at any time during the last twoyears of Executive’s employment with the Company, (ii) any prospective customer or acquisitiontarget that received or requested a proposal, offer or letter of intent from the Company at anytime during the last two years of Executive’s employment with the Company, (iii) any affiliate ofany such customer or prospect, (iv) any of the individual contacts at customers or acquisitiontargets established by the Company, Executive or others at the Company during the period ofExecutive’s employment with the Company, or (v) any individual who is an employee or independentcontractor of the Company at the time of the solicitation or contact or who was an employee orindependent contractor of the Company within three months before such time unless Executivereceives prior written permission from the Executive’s supervisor.     6. Equitable Relief.          (a) Executive acknowledges and agrees that the restrictions contained in Section 5are reasonable and necessary to protect and preserve the legitimate interests, properties, goodwilland business of the Company, that the Company would not have entered into this Agreement in theabsence of such restrictions and that irreparable injury will be suffered by the Company 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.
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          (b) Executive further acknowledges and agrees that a breach of any of therestrictions in Section 5 cannot be adequately compensated by monetary damages. Executive agreesthat the Company shall be entitled to preliminary and permanent injunctive relief, without thenecessity of proving actual damages, as well as an equitable accounting of all earnings, profitsand other benefits arising from any violation of Section 5 hereof, which rights shall be cumulativeand in addition to any other rights or remedies to which the Company may be entitled. In the eventthat any of the provisions of Section 5 should ever be adjudicated to exceed the time, geographic,service, or other limitations permitted by applicable law in any jurisdiction, it is the intentionof the parties 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 onlywithin the jurisdiction of the court that made such adjudication and that the provision otherwisebe enforced to the maximum extent permitted by law.          (c) Notwithstanding anything in this Agreement to the contrary, if Executivebreaches any of Executive’s obligations under Section 5, the Company shall thereafter be obligatedonly for the compensation and other benefits provided in any Company benefit plans, policies orpractices then applicable to Executive in accordance with the terms thereof, and all payments underSection 2 of this Agreement shall cease.          (d) Executive irrevocably and unconditionally (i) agrees that any suit, action orother legal proceeding arising out of Section 5, including without limitation, any action commencedby the Company 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 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 orfuture participation in or rights under any benefit, bonus, incentive or other plan or programprovided by the Company and for which Executive may qualify; provided, however, that if Executivebecomes entitled to and receives the payments described in Section 2.2(a) of this Agreement,Executive hereby waives Executive’s right to receive payments under any severance plan or similarprogram applicable to employees of the Company.
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          (b) If Executive’s employment with the Company terminates for any reason, Executiveshall immediately 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.