EX-10.1



 






AMENDMENT NO. 2

TO

THE BISYS GROUP, INC.

2005 EMPLOYEE STOCK PURCHASE PLAN



1. Section 4.01 of the Plan is amended to read as follows:




     4.01. Number of Shares. The total number of shares of Common Stock for which Options may be
granted under this Plan shall not exceed in the aggregate eight hundred thousand (800,000) shares
of Common Stock. The Plan will be implemented by an Offering of shares of Common Stock (the
“Offering”). The Offering shall begin on January 1, 2005 and shall terminate on June 30, 2006.


2. Subsection (b) of Section 7.03 of the Plan (“Option Price”) is amended to read as follows:




     (b) 85% of the fair market value of a share of Common Stock subject to the Option on June 30,
2006, based upon the last sale price of a share of Common Stock on the New York Stock Exchange on
that date.


3. Section 8.01 of the Plan is amended to read as follows:




     8.01. Automatic Exercise. Unless a Participant gives written notice to the Company of
withdrawal pursuant to Section 9.01, his Option to acquire Common Stock with payroll deductions
made during any Offering will be deemed to have been exercised automatically on June 30, 2006 for
the purchase of the number of shares of Common Stock which the accumulated payroll deductions in
his account at that time will purchase at the applicable Option price (but not in excess of the
number of shares of Common Stock for which Options have been granted to the Employee pursuant to
Section 7.02), and any excess in his account at that time will be returned to him.


4. Section 8.03 of the Plan is amended to read as follows:




     8.03. Delivery of Stock. As promptly as practicable after June 30, 2006, the Company will
deliver to each Participant, in such Participant’s name, the shares of Common Stock purchased upon
exercise of such Participant’s Option. Such issuances shall be in “book entry” form. No shares of
Common Stock issued under the Plan may be certificated prior to July 1, 2006.



 









 




5. Section 9.02 of the Plan is amended to read as follows:




     9.02. Cessation of Employee Status. In the event a Participant shall cease to be an Employee,
as defined in Section 2.06, on or before March 30, 2006, for any reason other than as a result of
his death, the payroll deductions credited to his account will be returned to him.


6. Section 9.03 of the Plan is amended to read as follows:




     9.03. Termination Due to Death. In the event a Participant shall cease to be an Employee, as
defined in Section 2.06, by reason of his death, his legal representative shall have the right to
elect, by written notice given to the Executive Vice President of Human Resources of the Company
prior to June 30, 2006 either:



     (a) To withdraw all of the payroll deductions credited to the Participant’s account under the
Plan, or



     (b) To exercise the Participant’s Option granted under Section 7.02 for the purchase on June
30, 2006 of the number of shares of Common Stock which the accumulated payroll deductions in the
Participant’s account will purchase at the applicable Option price, with any excess in such account
to be returned to the Participant’s legal representative. In the event that no such written notice
of election shall be duly received by the office of the Executive Vice President of Human Resources
of the Company, the Participant’s legal representative shall automatically be deemed to have
elected, pursuant to paragraph (b), to exercise the Participant’s Option.



     IN WITNESS WHEREOF, this Amendment has been executed by a duly authorized officer of the
Company as of the 30th day of March, 2006.



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	THE BISYS GROUP, INC.
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Bruce Dalziel	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title
	 	EVP & CFO