Exhibit 10.7





EXHIBIT 10.7

Form of 2009 Tier I Senior Management Time-Based Class A Stock Option Agreement


Name: 

Number of
Shares: 

Price per Share: 

Date of Grant:


SunGard Capital Corp.


Senior Management Non-Qualified Time-Based

Class A Option Agreement


THIS AWARD AND ANY SECURITIES
ISSUED UPON EXERCISE OF THIS OPTION

ARE SUBJECT TO RESTRICTIONS ON VOTING
AND TRANSFER AND

REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN
THE

STOCKHOLDERS AGREEMENT AMONG SUNGARD CAPITAL CORP., SUNGARD

CAPITAL
CORP. II, SUNGARD HOLDING CORP., SOLAR CAPITAL CORP. AND

CERTAIN
STOCKHOLDERS OF SUNGARD CAPITAL CORP. AND SUNGARD

CAPITAL CORP. II, DATED
AS OF AUGUST 10, 2005 (AS IN EFFECT FROM TIME

TO TIME, THE
“STOCKHOLDERS AGREEMENT”).


SUNGARD CAPITAL CORP. STRONGLY
ENCOURAGES YOU TO SEEK THE

ADVICE OF YOUR OWN LEGAL AND FINANCIAL ADVISORS
WITH RESPECT TO

YOUR AWARD AND ITS TAX CONSEQUENCES.


This agreement (the
“Agreement”) evidences a stock option granted by SunGard Capital
Corp., a Delaware corporation (the “Company”), to the undersigned
(the “Optionee”), pursuant to, and subject to the terms of, the
SunGard 2005 Management Incentive Plan (as amended from time to time, the
“Plan”) which is incorporated herein by reference and of which the
Optionee hereby acknowledges receipt and the Executive Employment Agreement,
dated August 11, 2005, between the Optionee and SunGard Data Systems Inc.
(the “Employment Agreement”). Any exercise of discretionary
authority granted under the Plan shall be subject to the express terms of this
Agreement, and the last sentence of Section 3 of the Plan shall not apply
to determinations of the Administrator with respect to this Agreement or the
provisions of the Plan as applied to this Agreement.


1. Grant of
Option. The Company grants to the Optionee, as of the above Date of Grant,
an option (the “Option”) to purchase, in whole or in part, on the
terms provided herein and in the Plan, that total number of Class A Common
shares as set forth in Schedule A (the “Shares”) at the above
Price per Share. The Option will vest and become exercisable in accordance with
Section 3 below.


The Option evidenced
by this Agreement is intended to be a non-qualified option and is granted to
the Optionee in an Employment capacity as an employee.





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2. Meaning of
Certain Terms. Except as otherwise defined herein, all capitalized terms
used in this Agreement shall have the same meaning as in the Plan. The
following terms shall have the same meaning as set forth in the
Optionee’s Employment Agreement: “Board,”
“Cause,” “Change of Control,”
“Consulting Period,” “Date of
Termination,” “Disability,”
“Employer,” “Good Reason,”
“Investors,” “Retained Business,”
“Sale of a Business,” and “Sold
Business.” The following terms shall have the following meanings:



	 	(a)	 	“Adjustment Event” means (i) a cash distribution
with respect to Shares paid to all or substantially all holders of Shares,
other than cash dividends in respect of Shares declared by the Board as part of
a regular dividend payment practice or stated cash dividend policy of the
Company following an IPO, or (ii) a substantially pro rata redemption or
substantially pro rata repurchase (in each case by the Company or any of its
subsidiaries) of the Shares;






	 	(b)	 	“Beneficiary” means, in the event of Optionee’s
death, Optionee’s legal representative, executor, administrator or
designated beneficiary, as applicable;






	 	(c)	 	“Call Option” means an option in favor of Company to
purchase for cash at a specified price the Shares received by Optionee (or
Optionee’s Beneficiary) upon any exercise of the Option with respect to
one or more Shares;






	 	(d)	 	“Closing” means August 11, 2005;






	 	(e)	 	“Extended Exercise Period” means the period ending on
the later of (i) the 90th day following (as
applicable) the Optionee’s Date of Termination or the Sale of a Business
where the Optionee is employed by the Sold Business and is not offered
employment with a Retained Business on substantially similar terms and
conditions (or the one year anniversary of the Optionee’s Date of
Termination in the case of a termination resulting from Disability or death)
and (ii) the earlier of (A) a Change of Control or (B) the 30th day after an IPO (or,
if Optionee is subject to an IPO lock-up, the 30th day after the
expiration of the lock-up); provided that in all cases the Extended Exercise
Period shall end no later than the Final Exercise Date;






	 	(f)	 	“Fair Market Value” means, as of any date, as to any
Share, the Board’s good faith determination of the fair market value of
such Share as of the applicable reference date, taking into account the most
recent annual valuation of the Company. The Company agrees to engage, no later
than December 31, 2006, and at least annually thereafter, an independent
third party appraiser to perform such valuation, and to update each such
valuation on a quarterly basis. Upon the exercise of a Call Option pursuant to
Section 5(a) or a Put Option, the Board will provide prompt written notice of
its determination of the Fair Market Value of the applicable Shares (the
“Board Notice”) to Optionee. Optionee shall have the right
to contest the Fair Market Value thereof by notice to the Company within
fifteen (15) business days of receipt of the Board Notice. If Optionee
does so notify the Company of Optionee’s disagreement with the Fair
Market Value set forth in the Board Notice within such time period, then the
Company shall retain an





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independent third
party appraiser reasonably acceptable to Optionee and to the Company to
determine the fair market value of such Shares, and the determination of such
independent appraiser shall govern. For this purpose, the appraiser last used
by the Company in the ordinary course of business will be considered an
independent appraiser. In the event that the Fair Market Value of the Shares as
determined by such independent appraiser exceeds by the lesser of $200,000 or
10% the fair market value determined by the Board, then the Company shall bear
the full cost of the appraisal. Otherwise, the Optionee (or the
Optionee’s Beneficiary, as applicable) shall bear the full cost of the
appraisal;



	 	(g)	 	“Family Member” means, with respect to Optionee, any
child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former
spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, including adoptive
relationships, any person sharing the Optionee’s household (other than a
tenant or employee), a trust in which one or more of these persons have more
than fifty percent of the beneficial interest, a foundation in which one or
more of these persons (or Optionee) control the management of assets, or any
other entity in which one or more of these persons (or Optionee) own more than
fifty percent of the voting interests;






	 	(h)	 	“IPO” means the initial closing of a bona fide firm
commitment underwritten public offering of equity shares of the Company,
registered under the Securities Act of 1933, as amended, that results in such
shares being traded on a liquid trading market;






	 	(i)	 	“Put Option” means the obligation of the Company, upon
thirty (30) days notice from Optionee, to use commercially reasonable
efforts to repurchase for cash the Shares acquired by Optionee (or
Optionee’s Beneficiary) upon exercise of the Option with respect to one
or more Shares at the then Fair Market Value of such Shares; provided, however,
that any Shares subject to the Put Option shall have been held by Optionee (or
Optionee’s Beneficiary) for at least six months. If Company (as the case
may be) is not able to repurchase the Shares subject to the Put Option in cash
as a result of any contractual or legal restriction, Company shall provide
Optionee (or Optionee’s Beneficiary) with a promissory note that bears
interest at the prime rate as published in The Wall Street Journal on the
repurchase date plus 1% and will become payable over the three year period from
the date of the note;






	 	(j)	 	“Registration Rights Agreement” means the
Participation, Registration Rights and Coordination Agreement, dated as of
August 10, 2005, by and among the Company, SunGard Capital Corp. II,
SunGard Holding Corp., Solar Capital Corp. and certain stockholders of the
Company;






	 	(k)	 	“Restrictive Covenant” means any of the restrictive
covenants set forth in Section 5 of Optionee’s Employment Agreement;
and





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	 	(l)	 	“Retirement” means retirement within the meaning of
Section 2.2(b) of Optionee’s Employment Agreement.





As used herein with
respect to the Option, the term “vest” means to become exercisable
in whole or in specified part.


3. Vesting of
Option. The Option shall vest in accordance with Schedule A; provided,
however, that:



	 	(a)	 	if the Optionee’s Employment terminates as a result of
(i) termination of the Optionee by the Employer without Cause,
(ii) resignation by the Optionee, or (iii) the Optionee’s
Disability or death, then the Option shall immediately stop vesting;






	 	(b)	 	if the Optionee’s Employment terminates as a result of termination
by the Employer for Cause, then the Option will be immediately forfeited by the
Optionee and terminate as of the Date of Termination;






	 	(c)	 	if the Optionee’s Employment terminates as a result of the
Optionee’s Retirement, then the Option shall continue to vest for the
duration of the Optionee’s Consulting Period;






	 	(d)	 	upon a Sale of a Business where the Optionee is employed by the Sold
Business and is not offered employment with a Retained Business on
substantially similar terms and conditions, the Option shall become fully
vested; and






	 	(e)	 	in the event of a Change of Control, the Option shall become fully vested
and exercisable immediately before the Change of Control.





4. Exercise of
Option.



	 	(a)	 	In General. The latest date on which this Option may be exercised
is ten years from the Date of Grant (the “Final Exercise
Date”). Each election to exercise this Option shall be subject to the
terms and conditions of the Plan and shall be in writing, signed by the
Optionee or by his or her executor, administrator, or permitted transferee
(subject to any restrictions provided under the Plan and the Stockholders
Agreement), made pursuant to and in accordance with the terms and conditions
set forth in the Plan and received by the Company at its principal offices,
accompanied by payment in full as provided in the Plan. The purchase price may
be paid by delivery of cash or check acceptable to the Administrator or, in
case of an exercise on the Final Exercise Date or upon a Change of Control that
terminates an Extended Exercise Period, after termination of Employment as a
result of resignation by the Optionee other than for either Good Reason or
Retirement and prior to the fifth anniversary of the Closing or as a result of
the Optionee’s Disability or death, if and to the extent permitted by the
Code (including Section 409A thereof) and if such exercise would not
adversely affect any of the Companies’ results of operations under
Generally Accepted Accounting Principles, by means of withholding of Shares
subject to the Option with an aggregate Fair Market Value equal to (i) the
aggregate exercise price and





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(ii) if
commercially reasonable for the Company to so permit (taking into account its
cash position in light of any contractual or legal restrictions) minimum
statutory withholding taxes with respect to such exercise, or by such other
method provided under the Plan and explicitly approved by the Administrator. In
the event that this Option is exercised by a person other than the Optionee,
the Companies will be under no obligation to deliver Shares hereunder unless
and until it is satisfied as to the authority of the Option Holder to exercise
this Option.



	 	(b)	 	Time To Exercise. The Option must be exercised no later than the
Final Exercise Date, and if not exercised by such date, will thereupon
terminate. The Option must also be exercised by the termination of the
Optionee’s Employment, and if not exercised by such date, will thereupon
terminate, except as provided below:






	 	(i)	 	upon termination of the Optionee’s Employment (i) by the
Employer without Cause, (ii) by resignation by the Optionee for Good
Reason, or (iii) as a result of a Disability or death, or upon the Sale of
a Business where the Optionee is employed by the Sold Business and is not
offered employment with a Retained Business on substantially similar terms and
conditions, the Option will remain exercisable through the Extended Exercise
Period, and will thereupon terminate;






	 	(ii)	 	if the Optionee’s Employment terminates as a result of resignation
by the Optionee other than for Good Reason and such Employment terminates
(i) prior to the fifth anniversary of the Closing, then the Option will
remain exercisable until the earlier of (a) the 90th day after the Date of
Termination or (b) the Final Exercise Date, and will thereupon terminate,
or (ii) on or after the fifth anniversary of the Closing, then the Option
will remain exercisable through the Extended Exercise Period, and will
thereupon terminate;






	 	(iii)	 	if, the Optionee’s Employment terminates as a result of the
Optionee’s Retirement, then the Option will remain exercisable through
the Extended Exercise Period, and will thereupon terminate;





provided further that
the Administrator shall extend the period to exercise the portion of the Option
that vests after termination of Employment (but not beyond the Final Exercise
Date) to the extent necessary to determine the Actual Internal EBITA (as
defined in Schedule A) for the year containing the Date of Termination (or
for the preceding year, as applicable).


5. Certain
Calls and Puts.



	 	(a)	 	Call on Resignation Without Good Reason. If the Optionee’s
Employment terminates as a result of resignation by the Optionee other than for
either Good Reason or Retirement, for the period ending one hundred eighty-one
(181) days following the later of Optionee’s Date of Termination or
the date on which this Option is exercised, the Company shall have a Call
Option at the then Fair Market





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Value of such Shares,
provided, however, that the Companies’ Call Options pursuant to this
Section 5(a) shall cease to apply on the earlier of an IPO or the fifth
anniversary of the Closing. For purposes of the preceding sentence, the term
resignation does not include the departure of Optionee by reason of the Sale of
a Business where Optionee is employed by the Sold Business and is not offered
employment with a Retained Business on substantially similar terms and
conditions.



	 	(b)	 	Call on Termination For Cause. If the Optionee’s Employment
is terminated by the Employer for Cause, for the period ending one hundred
eighty-one (181) days following the later of Optionee’s Date of
Termination or the date on which this Option is exercised, the Company shall
have a Call Option at the lower of (i) the exercise price paid by Optionee
for such Shares (less any distributions received with respect to such Shares
under the SunGard Capital Corp. and SunGard Capital Corp. II Dividend Rights
Plan or with respect to such Shares after the exercise of this Option), or (ii)
the then Fair Market Value of such Shares, provided, however, that the
Companies’ Call Options pursuant to this Section 5(b) shall cease to
apply on an IPO.






	 	(c)	 	Put on Disability or Death. If the Optionee’s Employment
terminates as a result of the Optionee’s Disability or death (and if and
to the extent permitted by the Code (including Section 409A thereof)) the
Optionee (or, the Optionee’s Beneficiary) shall have a Put Option at any
time after Optionee’s Date of Termination, but prior to an IPO.






	 	(d)	 	The Company may assign its rights under this Section 5 to any of
their subsidiaries or to the Investors.






	 	(e)	 	The provisions of this Section 5 supersede Section 6 of the
Stockholders Agreement with respect to the Options granted hereunder and the
related Shares.





6. Share
Restrictions, etc. Except as expressly provided herein, the
Optionee’s rights hereunder and with respect to Shares received upon
exercise are subject to the restrictions and other provisions contained in the
Stockholders Agreement.


7. Distributions, Redemptions, etc. On the occurrence
of an Adjustment Event, the per-Share exercise price of this Option, whether
vested or unvested, shall be reduced by an amount equal to the per-Share amount
paid in connection with the Adjustment Event; provided, however, that any such
reduction shall be limited to that portion of such amount which would not cause
the per-Share exercise price of the Option to be reduced below 25% of the fair
market value, as of the date the Option was granted, of the Shares. In the case
of a redemption or repurchase of the Shares, the number of Shares that are
subject to the Option will be automatically reduced by an amount proportionate
to the percentage reduction in outstanding shares of the affected class
resulting from the redemption or repurchase. Notwithstanding the foregoing,
adjustments under this Section shall be made in accordance with the
requirements of Section 409A of the Code, where applicable, so as not to
cause the Option to be considered “deferred compensation” under
Section 409A.


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8. Forfeiture. Upon exercise, payment or delivery
pursuant to this Option, Optionee shall certify on a form acceptable to the
Committee that Optionee is in compliance with the Restrictive Covenants and all
other agreements between Optionee and the Company or any of its Affiliates. If
the Company determines that Optionee is not in compliance with one or more of
the Restrictive Covenants or with the provisions of any agreement between
Optionee and the Company or any of its Affiliates, and such non-compliance has
not been authorized in advance in a specific written waiver from the Company,
the Committee may cancel any unexercised portion. The Company shall also have
the following (and only the following) additional remedies:



	 	(a)	 	During the six months after any exercise, payment or delivery of Shares
pursuant to this Option, such exercise, payment or delivery may be rescinded at
the Company’s option if Optionee fails to comply in any material respect
with the terms of the Restrictive Covenants or of any other agreement with the
Company or any of its Affiliates or if Optionee breaches any duty to the
Company or any of its Affiliates. The Company shall notify Optionee in writing
of any such rescission within one year after such exercise, payment or
delivery. Within ten days after receiving such a notice from the Company,
Optionee shall remit or deliver to the Company (i) the amount of any gain
realized upon the sale of any Shares acquired upon the exercise of this Option,
(ii) any consideration received upon the exchange of any Shares acquired
upon the exercise of this Option (or the extent that such consideration was not
received in the form of cash, the cash equivalent thereof valued of the time of
the exchange) and (iii) the number of Shares received in connection with the
rescinded exercise.






	 	(b)	 	The Company shall have the right to offset, against any Shares and any
cash amounts due to Optionee under or by reason of Optionee’s holding
this Option, any amounts to which the Company is entitled as a result of
Optionee’s violation of the Restrictive Covenants or of any other
agreement with the Company or any of its Affiliates or Optionee’s breach
of any duty to the Company or any of its Affiliates. Accordingly, Optionee
acknowledges that (i) the Company may delay exercise of this Option or
withhold delivery of Shares, (ii) the Company may place the proceeds of
any sale or other disposition of Shares in an escrow account of the
Company’s choosing pending resolution of any dispute with the Company or
any of its Affiliates, and (iii) the Company has no liability for any
attendant market risk caused by any such delay, withholding, or escrow.





Optionee acknowledges and agrees that
the calculation of damages from a breach of any of the Restrictive Covenants or
of any other agreement with the Company or any of its Affiliates or of any duty
to the Company or any of its Affiliates would be difficult to calculate
accurately and that the right to offset or other remedy provided for herein is
reasonable and not a penalty. Optionee further agrees not to challenge the
reasonableness of such provisions even where the Company rescinds, delays,
withholds or escrows Shares or proceeds or uses those Shares or proceeds as a
setoff.


9. Legends,
etc. Shares issued upon exercise shall bear such legends as may be required
or provided for under the terms of the Stockholders Agreement.


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10. Transfer
of Option. This Option may only be transferred by the laws of descent and
distribution, to a legal representative in the event of the Optionee’s
incapacity, or to a Family Member with the consent of the Compensation
Committee of the Board, such consent not to be unreasonably withheld.


11. Withholding. The exercise of the Option will give
rise to “wages” subject to withholding. The Optionee expressly
acknowledges and agrees that the Optionee’s rights hereunder, including
the right to be issued Shares upon exercise, are subject to the Optionee
promptly paying to the Company in cash (or by such other means as may be
acceptable to the Administrator in its discretion) all taxes required to be
withheld. The Optionee also authorizes the Company and its subsidiaries to
withhold such amount from any amounts otherwise owed to the Optionee and the
Company may so withhold as provided in Section 4(a) above.


12. Effect on
Employment. Neither the grant of this Option, nor the issuance of Shares
upon exercise of this Option, shall give the Optionee any right to be retained
in the employ of the Company or any of its Affiliates, affect the right of the
Company or any of its Affiliates to discharge or discipline such Optionee at
any time, or affect any right of such Optionee to terminate his or her
Employment at any time.


13. Governing
Law. This Agreement and all claims arising out of or based upon this
Agreement or relating to the subject matter hereof shall be governed by and
construed in accordance with the domestic substantive laws of the State of
Delaware without giving effect to any choice or conflict of laws provision or
rule that would cause the application of the domestic substantive laws of any
other jurisdiction.


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By acceptance of this
Option, the undersigned agrees hereby to become a party to, and be bound by the
terms of, the Stockholders Agreement and the Registration Rights Agreement, ,
in each case treating the undersigned as a “Manager” as defined
therein.


Executed as of the
Date of Grant.


SunGard Capital Corp.


SUNGARD CAPITAL CORP.


By:
                                                       


Optionee


I acknowledge that I have received a copy
of this Agreement and certain related information, and that I have read and
understood these documents. I accept and agree to all of the provisions of this
Agreement. 



	 	                                                                               




Optionee






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Schedule A

Vesting Schedule


Option for 25% of the total number of
Shares is exercisable on the first anniversary of the Date of Grant
(“Initial Vesting Date”); and


Option for the remaining 75% of the
total number of Shares is exercisable in equal monthly installments over the 48
months following the Initial Vesting Date starting with the first monthly
anniversary of the Initial Vesting Date.





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