Exhibit 10.5





EXHIBIT 10.5




Forms of 2009 Senior Management Performance-Based Class A Option Agreements




	 	 	 
	 

	 	Tier I Executive Officer Form
	 
	 	 
	 

	 	Name:
	 

	 	Number of Shares:
	 

	 	Price per Share:
	 

	 	Date of Grant:






SunGard Capital Corp.




Senior Management Non-Qualified Performance-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.


 


 









 





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,” “Date of Termination,” “Disability,”
“Employer,” “Good Reason,” “Investors,” “Retained Business,”
“Sale of a Business,” “Sold Business,” and “Year of Termination.” The term
“Performance Period” is defined in Schedule A. The term “Principal Investor” shall
have the same meaning as set forth in the Stockholders Agreement. 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 all or part of any class of 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




 


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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 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)	 	“Management Agreement” means the management agreement entered into as
of the Closing between the Company and certain affiliates of the Investors, as it may
be amended from time to time;






	 	(j)	 	“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;






	 	(k)	 	“Registration Rights Agreement” means the Participation, Registration
Rights and Coordination Agreement, dated as of August 10, 2005, by and among the




 


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Company, SunGard Capital Corp. II, SunGard Holding Corp., Solar Capital Corp. and
certain stockholders of the Company;




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






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






	 	(n)	 	“Vest on a Pro Rata Basis” means that the vesting of Optionee’s Option
shall continue through the end of the Year of Termination (but not thereafter),
provided that only a portion of the Option that otherwise would have vested at the end
of such year shall vest, such portion being determined by multiplying (i) the number of
Shares subject to the Option that otherwise would have vested at the end of such year
based upon attainment of pre-determined performance goals, by (ii)(A) the number of
days in which Optionee was employed by Employer during the Year of Termination divided
by (B) 365 (rounded to the nearest whole number of Shares);






Notwithstanding the foregoing, with respect to a termination of Employment described
in Section 3(a) during the 2009 or 2010 calendar year, “Vest on a Pro Rata
Basis” means that the Option shall continue to be earned through the end of the
Year of Termination (but not thereafter), provided that only a portion of the Option
that otherwise would have been earned at the end of such year shall be earned as of
the end of the calendar year, such portion being determined by multiplying (i) the
number of Shares subject to the Option that otherwise would have been earned at the
end of such calendar year based upon attainment of pre-determined performance goals,
by (ii) (A) the number of days in which Optionee was employed by Employer during the
Year of Termination divided by (B) 365 (rounded to the nearest whole number of
Shares); the portion of the Option that is earned for the Year of Termination as
described in this paragraph shall vest as of the last day of the Year of Termination
pursuant to Section 3(a); and




	 	(o)	 	“Vest on a Return-on-Equity Basis” means that Optionee’s Option shall
be subject to accelerated vesting at the time of a Change of Control as follows:






	 	(i)	 	If the Change of Control occurs on or before December 31, 2013
and results in the Investors receiving an amount constituting at least 300% of
the Investors’ initial equity investment in Company and any subsequent equity
investments, Shares shall vest as follows: (A) if the Investor internal rate
of return (“IRR”) as of the Change of Control date is 16% or higher, all
remaining Shares shall become fully vested and exercisable on the one-year
anniversary of the Change of Control; (B) if the Investor IRR as of the Change
of Control date is between 14% and 16%, the number of Shares determined by
interpolation (e.g., 50% acceleration at 15% IRR) shall become fully vested and
exercisable on the one-year anniversary of the Change of Control; and (C) if
the Investor IRR as of the Change of




 


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Control date is less than 14%, there will be no acceleration of vesting.
Vesting on the one-year anniversary of the Change of Control is contingent
on continued employment through the one-year anniversary date, except as
otherwise provided in Section 3(a).




	 	(ii)	 	If a Change of Control occurs and the requirements of
subsection (i) are not met, there will be no acceleration of vesting.






	 	(iii)	 	In determining the amount that has been received by the
Investors, the gross value of all cash (including prior distributions the
Investors or their Affiliates have received with respect to the Shares) and/or
securities (with the fair value of such securities to be determined by the
Board, which shall be entitled to take into account any restrictions on
transferability, liquidity or saleability of such securities) received by the
Investors shall be taken into account, minus the amount of commissions, fees
and expenses payable by the Investors to the investment bankers and
professional advisors in connection with the Change of Control. Management and
transaction fees specified in the Management Agreement shall be excluded,
provided that any increases in such fees from the fees in effect as of the date
of the Optionee’s Employment Agreement must be customary (on a percentage of
equity basis or in the case of transaction fees as a percentage of transaction
size) compared to fees charged by private equity sponsors to their portfolio
companies. In evaluating the amount of the transaction consideration, the
Board may take into consideration amounts paid into escrow and contingent
payments in connection with any transaction.





As used herein with respect to the Option, the Option shall be earned based on performance and
shall vest based on Section 3 below, and 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 for Good
Reason or (iii) the Optionee’s Disability or death, then (A) the Option shall Vest on a
Pro Rata Basis, (B) any unvested portion of the Option that was earned for the 2009 or
2010 calendar year based on Schedule A shall become fully vested as of the Date of
Termination, and (C) if a Change of Control has occurred, any amount that is scheduled
to vest on the one-year anniversary of the Change of Control pursuant to Section
2(o)(i) above shall become fully vested as of the Date of Termination;






	 	(b)	 	with respect to the portion of the Option that is earned for the 2009 or
2010 calendar year, if the Grantee’s Employment terminates as a result of
the Grantee’s Retirement or as a result of the Grantee’s
resignation other than for Good Reason, then the Option shall be deemed to have
stopped vesting as of the Date of Termination of such Grantee, and no portion
of the Option shall be earned for the calendar year in which the Date of
Termination occurs;






	 	(c)	 	with respect to the portion of the Option that is earned for calendar
years after 2010, if the Grantee’s Employment terminates as a result of
the Grantee’s Retirement or as a result of the Grantee’s
resignation other than for Good Reason, then the Option shall be deemed to have
stopped vesting as of the beginning of the year containing the Date of
Termination of such Grantee;






	 	(d)	 	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;



 


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	 	(e)	 	upon a Change of Control through December 31, 2013, the Option shall Vest on a Return-on-Equity
Basis; provided that, upon such a Change of Control following which Stock continues to
be held by any of the Principal Investors, if the Change of Control would not result in
full acceleration of vesting pursuant to this Section 3(e) without giving effect to
this proviso, the Administrator shall, as it considers appropriate in its sole
discretion, either (i) cause the Option to Vest on a Return-on-Equity Basis treating
the Fair Market Value of any retained Stock as an amount received by the Investors in
connection with the Change of Control, or (ii) permit the Option to Vest on a
Return-on-Equity Basis in connection with any disposition by the Principal Investors of
a material portion of their remaining Stock through December 31, 2013; and






	 	(f)	 	notwithstanding the foregoing, in the event of a Change of Control after the
2009 or 2010 calendar year, any portion of the Option that was earned with respect to
the 2009 or 2010 calendar year based on Schedule A and that has not yet vested shall
vest in full upon 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




 


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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 (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




 


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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
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



 


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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.



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.


 


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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.



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.



[SIGNATURE PAGE FOLLOWS]



 


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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




 


 









 





Schedule A

Vesting Schedule




(1) With respect to each of the 2009 and 2010 calendar years, the Option shall be earned to
the extent that the Base Case for each such calendar year is achieved during such period as
follows, and the portion of the Option that is earned for such calendar year shall vest in
accordance with the vesting schedule set forth in paragraph (2) below:



(a) If Actual Internal EBITA for such calendar year is less than or equal to 95% of the Base
Case for that year, the Option will not be earned for any Shares at the end of that year;



(b) If Actual Internal EBITA for such calendar year is between 95% and 100% of the Base Case
for that year, the number of Shares underlying the Option that will be earned for the calendar year
will be determined by interpolation at the linear rate of 1/78.32 of the Shares per one percentage
point of Actual Internal EBITA (rounded to the nearest .0001 of a Share);



(c) If Actual Internal EBITA for such calendar year is above 100% but not greater than 106.25%
of the Base Case for that year, the number of Shares underlying the Option that will be earned for
the calendar year will be the sum of (i) the number of Options calculated in accordance with
paragraph (b) above and (ii) the number of Options determined by interpolation at the linear rate
of 1/249.51 of the Shares per one percentage point of Actual Internal EBITA in excess of 100%
(rounded to the nearest .0001 of a Share);



(d) If Actual Internal EBITA for such calendar year is greater than 106.25% of the Base Case
for that year, the Option shall not be earned for any further Shares than provided above until
Actual Internal EBITA for such calendar year is equal to or greater than 100% of the Original Base
Case (as defined below), at which point the Option shall be earned as follows:



(i) if Actual Internal EBITA for such calendar year is between 100% and 106.25% of the
Original Base Case for that year, the number of Shares underlying the Option that will be earned
for the calendar year will be the sum of (x) the number of Options calculated in accordance with
paragraph (c) above and (y) an amount determined by interpolation at the linear rate of 1/56.25 of
the Shares per one percentage point of Actual Internal EBITA (rounded to the nearest .0001 of a
Share) between 100% and 106.25% of the Original Base Case; and



(ii) if Actual Internal EBITA for such calendar year is equal to or greater than 106.25% of
the Original Base Case for that year, the Option shall be earned for 1/5 of the Shares (rounded to
the nearest .0001 of a Share) at the end of that year;



provided that, only through December 31, 2010, any Shares that do not vest at the end of 2009 may
vest at the end of 2010 based on the cumulative Actual Internal EBITA as a percent of the
cumulative Original Base Case. For example, if Actual Internal EBITA in 2009 is 100% of the
Original Base Case, then approximately 8.89% of the Shares vest on December 31, 2009 (1/56.25 x 5
Actual Internal EBITA percentage points), and if cumulative Actual Internal EBITA for 2009 and 2010
is 105% of the cumulative Original Base Case, then approximately 26.67% of the Shares vest on
December 31, 2010 ([1/56.25 x 10 Internal EBITA percentage points x 2 years] — 8.89%).



(2) With respect to each of the 2009 and 2010 calendar years, the Option shall vest and be
exercisable with respect to 25% of the total number of Shares earned under paragraph (1) above at
the end of the applicable calendar year (“Initial Vesting Date”); and the remaining 75% of
the total number of Shares earned for the calendar year shall vest and be exercisable in equal
monthly installments over the 36 months following the Initial Vesting Date starting with the first
monthly anniversary of the Initial Vesting Date. All vesting shall be conditioned on continued
service with the Company through the applicable vesting date.


 


 









 





(3) With respect to each of the 2011, 2012 and 2013 calendar years, the Option shall be
exercisable to the extent that the Base Case is achieved during such period as follows:



(a) if Actual Internal EBITA for such calendar year is less than or equal to 95% of the Base
Case for that year, the Option will not become exercisable for any Shares at the end of that year;



(b) if Actual Internal EBITA for such calendar year is equal to or greater than 106.25% of the
Base Case for that year, the Option shall become exercisable for 1/5 of the Shares (rounded to the
nearest .0001 of a Share) at the end of that year; and



(c) if Actual Internal EBITA for such calendar year is between 95% and 106.25% of the Base
Case for that year, the number of Shares that vest and become exercisable at the end of that year
will be determined by interpolation at the linear rate of 1/56.25 of the Shares per one percentage
point of Actual Internal EBITA (rounded to the nearest .0001 of a Share).



For vesting in years after 2010, cumulative vesting will not be available.



For purposes of this Vesting Schedule:




“Performance Period” means the five-year period beginning on January 1, 2009.



“Actual Internal EBITA” means the Company’s actual earnings before interest, taxes and
amortization for a year, determined based on the Company’s audited financials. Actual Internal
EBITA shall not be reduced by costs of the acquisition of the Company by the Investors or the
Company’s proposed spin-off of its availability services business or related items, management and
transaction fees payable to the Investors or their affiliates, extraordinary items (as determined
by the Compensation Committee in consultation with the CEO) or non-cash equity incentive expenses.
Actual Internal EBITA shall be calculated without giving effect to purchase accounting and shall be
adjusted in good faith by the Compensation Committee in consultation with the CEO to reflect the
consequences of acquisitions and dispositions. Unless otherwise determined by the Board or
Compensation Committee and agreed to by the CEO, the adjustment for acquisitions and dispositions
shall be based on a cost of funds used for acquisitions and released by dispositions at a rate of
11%, compounded at the rate of 7.5% per annum, provided that transactions with a purchase price in
excess of $50 million may merit an alternative adjustment, in which case the rate will be as
mutually agreed by the CEO and the Board or Compensation Committee. Actual Internal EBITA targets
shall be appropriately adjusted by the Compensation Committee in consultation with the CEO in case
of changes in GAAP promulgated by FASB or the SEC or changes in depreciation methodology.



“Base Case” means the Actual Internal EBITA targets for the Company during each calendar year
in the Performance Period, as set forth below:



	 	 	 	 	 	 	 	 	 	 	 
	Base Case	 	2009	 	2010	 	2011	 	2012	 	2013
	Actual Internal EBITA
	 	The Company’s final	 	The Company’s final	 	 	 	 	 	 
	 (in millions)
	 	2009 consolidated	 	2010 consolidated	 	 	 	 	 	 
	 
	 	budgeted EBITA, as	 	budgeted EBITA, as	 	 	 	 	 	 
	 
	 	approved by the	 	approved by the	 	 	 	 	 	 
	 
	 	Board or	 	Board or	 	 	 	 	 	 
	 
	 	Compensation	 	Compensation	 	 	 	 	 	 
	 
	 	Committee and as	 	Committee and as	 	 	 	 	 	 
	
	 	appears in the	 	appears in the	 	 	 	 	 	 
	
	 	Company’s operating	 	Company’s operating	 	 	 	 	 	 
	
	 	budget for 2009	 	budget for 2010	 	 	 	 	 	 






“Original Base Case” means the Actual Internal EBITA targets for the Company as originally
determined in August 2005 by the Board for each of the 2009 and 2010 calendar years as set forth
below:



	 	 	 	 	 	 	 	 	 
	Original Base Case	 	2009	 	 	2010	 
	Actual Internal EBITA (in millions)
	 	 	 	 	 	 	 	 





 


 









 





	 	 	 
	 

	 	Tier II Executive Officer Form
	 
	 	 
	 

	 	Name:
	 

	 	Number of Shares:
	 

	 	Price per Share:
	 

	 	Date of Grant:






SunGard Capital Corp.




Management Non-Qualified Performance-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.



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.



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 terms “Change of
Control,” “Disability” and “Fair Market Value” shall have the same meaning as set forth in the
Stockholders Agreement without regard to any subsequent amendment thereof. The term “Performance
Period” is defined in Schedule A. 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)	 	“Business” means any one of the following business segments: Financial
Systems, Availability Services, Higher Education Systems and Public Sector Systems;






	 	(c)	 	“CEO” means the Chief Executive Officer of the Company;






	 	(d)	 	“Date of Termination” means the date that the termination of Optionee’s
Employment with Employer is effective on account of Optionee’s death, Optionee’s
Disability, termination by Employer for Cause or without Cause, or by Optionee, as the
case may be;






	 	(e)	 	“Employer” means the Company or, as the case may be, its Affiliate with
whom the Optionee has entered into an Employment relationship;






	 	(f)	 	“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;






	 	(g)	 	“Investors” means investment funds advised by Silver Lake Partners,
Bain Capital, The Blackstone Group, Goldman, Sachs & Co., Kohlberg Kravis Roberts,
Providence Equity Partners and Texas Pacific Group that own capital stock of the
Company;






	 	(h)	 	“Restrictive Covenant” means any of the restrictive covenants set forth
in Exhibit A, which is incorporated herein by reference;






	 	(i)	 	“Retirement” means termination of employment by Optionee after age 62;






	 	(j)	 	“Sale of a Business” means the sale, exchange or other disposition or
transfer of all or substantially all of the business or assets of one of the Businesses
to a purchaser that is unrelated to the Company or any of the Investors, provided that
a Sale of a Business shall not also constitute a Change of Control;






	 	(k)	 	“Sold Business” means a Business that is being sold in a Sale of a
Business; and




 


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	 	(l)	 	“Vest on a Pro Rata Basis” means that the vesting of Optionee’s Option
shall continue through the end of the Year of Termination (but not thereafter),
provided that only a portion of the Option that otherwise would have vested at the end
of such year shall vest, such portion being determined by multiplying (i) the number of
Shares subject to the Option that otherwise would have vested at the end of such year
based upon attainment of pre-determined performance goals, by (ii) (A) the number of
days in which Optionee was employed by Employer during the Year of Termination divided
by (B) 365 (rounded to the nearest whole number of Shares);






Notwithstanding the foregoing, with respect to a termination of Employment described
in Section 3(a) during the 2009 or 2010 calendar year, “Vest on a Pro Rata
Basis” means that the Option shall continue to be earned through the end of the
Year of Termination (but not thereafter), provided that only a portion of the Option
that otherwise would have been earned at the end of such year shall be earned as of
the end of the calendar year, such portion being determined by multiplying (i) the
number of Shares subject to the Option that otherwise would have been earned at the
end of such calendar year based upon attainment of pre-determined performance goals,
by (ii) (A) the number of days in which Optionee was employed by Employer during the
Year of Termination divided by (B) 365 (rounded to the nearest whole number of
Shares); the portion of the Option that is earned for the Year of Termination as
described in this paragraph shall vest as of the last day of the Year of Termination
pursuant to Section 3(a);




	 	(m)	 	“Vest on a Return-on-Equity Basis” means that Optionee’s Option shall
be subject to accelerated vesting at the time of a Change of Control as follows:






	 	(i)	 	If the Change of Control occurs on or before December 31, 2013
and results in the Investors receiving an amount constituting at least 300% of
the Investors’ initial equity investment in Company and any subsequent equity
investments, Shares shall vest as follows: (A) if the Investor internal rate
of return (“IRR”) as of the Change of Control date is 16% or higher, all
remaining Shares shall become fully vested and exercisable on the one-year
anniversary of the Change of Control; (B) if the Investor IRR as of the Change
of Control date is between 14% and 16%, the number of Shares determined by
interpolation (e.g., 50% acceleration at 15% IRR) shall become fully vested and
exercisable on the one-year anniversary of the Change of Control; and (C) if
the Investor IRR as of the Change of Control date is less than 14%, there will
be no acceleration of vesting. Vesting on the one-year anniversary of the
Change of Control is contingent on continued employment through the one-year
anniversary date, except as otherwise provided in Section 3(a).






	 	(ii)	 	If a Change of Control occurs and the requirements of
subsection (i) are not met, there will be no acceleration of vesting.




 


-3-









 











	 	(iii)	 	In determining the amount that has been received by the
Investors, the gross value of all cash (including prior distributions the
Investors or their Affiliates have received with respect to the Shares) and/or
securities (with the fair value of such securities to be determined by the
Board, which shall be entitled to take into account any restrictions on
transferability, liquidity or saleability of such securities) received by the
Investors shall be taken into account, minus the amount of commissions, fees
and expenses payable by the Investors to the investment bankers and
professional advisors in connection with the Change of Control. Management and
transaction fees specified in the Management Agreement shall be excluded,
provided that any increases in such fees from the fees in effect as of the date
of the Optionee’s Employment Agreement must be customary (on a percentage of
equity basis or in the case of transaction fees as a percentage of transaction
size) compared to fees charged by private equity sponsors to their portfolio
companies. In evaluating the amount of the transaction consideration, the
Board may take into consideration amounts paid into escrow and contingent
payments in connection with any transaction.






	 	(n)	 	“Year of Termination” means the fiscal year for the applicable
Performance Period during which Optionee’s Date of Termination occurs.





As used herein with respect to the Option, the Option shall be earned based on performance and
shall vest based on Section 3 below, and 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 Employer without Cause, (ii) the Optionee’s Disability or death, or (iii)
with respect to Shares earned for a calendar year after 2010, the Optionee’s
Retirement, then (A) the Option for the year of termination shall Vest on a Pro Rata Basis,
(B) any unvested portion of the Option that was earned for the 2009 or 2010 calendar
year shall become fully vested as of the Date of Termination, and
(C) if a Change in Control has occurred, any amount that is
scheduled to vest on the one-year anniversary of the Change in
Control pursuant to Section 2(m)(i) above shall become fully
vested as of the Date of Termination;






	 	(b)	 	with respect to the portion of the Option that is earned for the 2009 or 2010
calendar year, if the Optionee’s Employment terminates as a result of the Optionee’s
resignation or Retirement, then the Option shall be deemed to have stopped vesting as
of the Date of Termination of such Optionee, and no portion of the Option shall be
earned for the calendar year in which the Date of Termination occurs;






	 	(c)	 	with respect to the portion of the Option that is earned for calendar years
after 2010, if the Optionee’s Employment terminates as a result of the Optionee’s
resignation, then the Option shall be deemed to have stopped vesting as of the
beginning of the year containing the Date of Termination of such Optionee;




 


-4-









 











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






	 	(e)	 	upon a Change of Control through December 31, 2013, the Option shall Vest on a Return-on-Equity
Basis; provided that, upon such a Change of Control following which Stock continues to
be held by any of the Principal Investors, if the Change of Control would not result in
full acceleration of vesting pursuant to this Section 3(e) without giving effect to
this proviso, the Administrator shall, as it considers appropriate in its sole
discretion, either (i) cause the Option to Vest on a Return-on-Equity Basis treating
the Fair Market Value of any retained Stock as an amount received by the Investors in
connection with the Change of Control, or (ii) permit the Option to Vest on a
Return-on-Equity Basis in connection with any disposition by the Principal Investors of
a material portion of their remaining Stock through December 31, 2013;






	 	(f)	 	notwithstanding the foregoing, in the event of a Change of Control after the
2009 or 2010 calendar year, any portion of the Option that was earned with respect to
the 2009 or 2010 calendar year based on Schedule A and that has not yet vested shall
vest in full upon 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 after a Sale of a Business where the Optionee is
employed by a Sold Business and is not offered employment with a Retained Business on
substantially similar terms and conditions or a termination of Employment without Cause
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 the Company’s 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 (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




 


-5-









 











Option is exercised by a person other than the Optionee, the Company 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, provided that, upon termination of
the Optionee’s Employment (i) by Employer without Cause, (ii) by resignation by the
Optionee, or (iii) as a result of a Disability or death, the Option will remain
exercisable until the earlier of the 90th day after the Date of Termination
(or the one-year anniversary thereof, in the case of a termination resulting from
Disability or death) or the Final Exercise Date, 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. The Options granted hereunder and the related Shares are
subject to the call and put rights contained in Section 6 of the Stockholders Agreement, except
that such put rights shall be granted only if and to the extent permitted by the Code (including
Section 409A thereof); provided, however, that the call rights contained in Section 6 of the
Stockholders Agreement shall not apply in the event of a termination resulting from Disability or
death.



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.



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



 


-6-









 






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.



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.


 


-7-









 





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.



[SIGNATURE PAGE FOLLOWS]



 


-8-









 





By acceptance of this Option, the undersigned agrees hereby to become a party to, and be bound
by the terms of, the Stockholders Agreement 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



 


 









 





Schedule A

Vesting Schedule




(1) With respect to each of the 2009 and 2010 calendar years, the Option shall be earned to
the extent that the Base Case for each such calendar year is achieved during such period as
follows, and the portion of the Option that is earned for such calendar year shall vest in
accordance with the vesting schedule set forth in paragraph (2) below:



(a) If Actual Internal EBITA for such calendar year is less than or equal to 95% of the Base
Case for that year, the Option will not be earned for any Shares at the end of that year;



(b) If Actual Internal EBITA for such calendar year is between 95% and 100% of the Base Case
for that year, the number of Shares underlying the Option that will be earned for the calendar year
will be determined by interpolation at the linear rate of 1/78.32 of the Shares per one percentage
point of Actual Internal EBITA (rounded to the nearest .0001 of a Share);



(c) If Actual Internal EBITA for such calendar year is above 100% but not greater than 106.25%
of the Base Case for that year, the number of Shares underlying the Option that will be earned for
the calendar year will be the sum of (i) the number of Options calculated in accordance with
paragraph (b) above and (ii) the number of Options determined by interpolation at the linear rate
of 1/249.51 of the Shares per one percentage point of Actual Internal EBITA in excess of 100%
(rounded to the nearest .0001 of a Share);



(d) If Actual Internal EBITA for such calendar year is greater than 106.25% of the Base Case
for that year, the Option shall not be earned for any further Shares than provided above until
Actual Internal EBITA for such calendar year is equal to or greater than 100% of the Original Base
Case (as defined below), at which point the Option shall be earned as follows:



(i) if Actual Internal EBITA for such calendar year is between 100% and 106.25% of the
Original Base Case for that year, the number of Shares underlying the Option that will be earned
for the calendar year will be the sum of (x) the number of Options calculated in accordance with
paragraph (c) above and (y) an amount determined by interpolation at the linear rate of 1/56.25 of
the Shares per one percentage point of Actual Internal EBITA (rounded to the nearest .0001 of a
Share) between 100% and 106.25% of the Original Base Case; and



(ii) if Actual Internal EBITA for such calendar year is equal to or greater than 106.25% of
the Original Base Case for that year, the Option shall be earned for 1/5 of the Shares (rounded to
the nearest .0001 of a Share) at the end of that year;



provided that, only through December 31, 2010, any Shares that do not vest at the end of 2009 may
vest at the end of 2010 based on the cumulative Actual Internal EBITA as a percent of the
cumulative Original Base Case. For example, if Actual Internal EBITA in 2009 is 100% of the
Original Base Case, then approximately 8.89% of the Shares vest on December 31, 2009 (1/56.25 x 5
Actual Internal EBITA percentage points), and if cumulative Actual Internal EBITA for 2009 and 2010
is 105% of the cumulative Original Base Case, then approximately 26.67% of the Shares vest on
December 31, 2010 ([1/56.25 x 10 Internal EBITA percentage points x 2 years] — 8.89%).



(2) With respect to each of the 2009 and 2010 calendar years, the Option shall vest and be
exercisable with respect to 25% of the total number of Shares earned under paragraph (1) above at
the end of the applicable calendar year (“Initial Vesting Date”); and the remaining 75% of
the total number of Shares earned for the calendar year shall vest and be exercisable in equal
monthly installments over the 36 months following the Initial Vesting Date starting with the first
monthly anniversary of the Initial Vesting Date. All vesting shall be conditioned on continued
service with the Company through the applicable vesting date.


 


 









 





(3) With respect to each of the 2011, 2012 and 2013 calendar years, the Option shall be
exercisable to the extent that the Base Case is achieved during such period as follows:



(a) if Actual Internal EBITA for such calendar year is less than or equal to 95% of the Base
Case for that year, the Option will not become exercisable for any Shares at the end of that year;



(b) if Actual Internal EBITA for such calendar year is equal to or greater than 106.25% of the
Base Case for that year, the Option shall become exercisable for 1/5 of the Shares (rounded to the
nearest .0001 of a Share) at the end of that year; and



(c) if Actual Internal EBITA for such calendar year is between 95% and 106.25% of the Base
Case for that year, the number of Shares that vest and become exercisable at the end of that year
will be determined by interpolation at the linear rate of 1/56.25 of the Shares per one percentage
point of Actual Internal EBITA (rounded to the nearest .0001 of a Share).



For vesting in years after 2010, cumulative vesting will not be available.



For purposes of this Vesting Schedule:




“Performance Period” means the five-year period beginning on January 1, 2009.



“Actual Internal EBITA” means the Company’s actual earnings before interest, taxes and
amortization for a year, determined based on the Company’s audited financials. Actual Internal
EBITA shall not be reduced by costs of the acquisition of the Company by the Investors or the
Company’s proposed spin-off of its availability services business or related items, management and
transaction fees payable to the Investors or their affiliates, extraordinary items (as determined
by the Compensation Committee in consultation with the CEO) or non-cash equity incentive expenses.
Actual Internal EBITA shall be calculated without giving effect to purchase accounting and shall be
adjusted in good faith by the Compensation Committee in consultation with the CEO to reflect the
consequences of acquisitions and dispositions. Unless otherwise determined by the Board or
Compensation Committee and agreed to by the CEO, the adjustment for acquisitions and dispositions
shall be based on a cost of funds used for acquisitions and released by dispositions at a rate of
11%, compounded at the rate of 7.5% per annum, provided that transactions with a purchase price in
excess of $50 million may merit an alternative adjustment, in which case the rate will be as
mutually agreed by the CEO and the Board or Compensation Committee. Actual Internal EBITA targets
shall be appropriately adjusted by the Compensation Committee in consultation with the CEO in case
of changes in GAAP promulgated by FASB or the SEC or changes in depreciation methodology.



“Base Case” means the Actual Internal EBITA targets for the Company during each calendar year
in the Performance Period, as set forth below:



	 	 	 	 	 	 	 	 	 	 	 
	Base Case	 	2009	 	2010	 	2011	 	2012	 	2013
	Actual Internal EBITA
	 	The Company’s final	 	The Company’s final	 	 	 	 	 	 
	(in millions)
	 	2009 consolidated	 	2010 consolidated	 	 	 	 	 	 
	 
	 	budgeted EBITA, as	 	budgeted EBITA, as	 	 	 	 	 	 
	 
	 	approved by the	 	approved by the	 	 	 	 	 	 
	 
	 	Board or	 	Board or	 	 	 	 	 	 
	 
	 	Compensation	 	Compensation	 	 	 	 	 	 
	 
	 	Committee and as	 	Committee and as	 	 	 	 	 	 
	
	 	appears in the	 	appears in the	 	 	 	 	 	 
	
	 	Company’s operating	 	Company’s operating	 	 	 	 	 	 
	
	 	budget for 2009	 	budget for 2010	 	 	 	 	 	 






“Original Base Case” means the Actual Internal EBITA targets for the Company as originally
determined in August 2005 by the Board for each of the 2009 and 2010 calendar years as set forth
below:



	 	 	 	 	 	 	 	 	 
	Original Base Case	 	2009	 	 	2010	 
	Actual Internal EBITA (in millions)
	 	 	 	 	 	 	 	 






 


 









 





Exhibit A

Restrictive Covenants




1. Optionee will not render services for any organization or engage directly or indirectly in
any business which, in the judgment and sole determination of the Chief Executive Officer of the
Company or another senior officer designated by the Committee, is or becomes competitive with the
Company, or which organization or business, or the rendering of services to such organization or
business, is or becomes otherwise prejudicial to or in conflict with the interests of the Company.
If Optionee’s employment or other service with the Company has terminated, the judgment of the
Chief Executive Officer or other designated officer will be based on Optionee’s position and
responsibilities while employed by the Company, Optionee’s post-employment responsibilities and
position with the other organization or business, the extent of past, current and potential
competition or conflict between the Company and the other organization or business, the effect on
the Company’s customers, suppliers, employees and competitors of Optionee’s assuming the
post-employment position and such other considerations as are deemed relevant given the applicable
facts and circumstances.



2. Optionee will not disclose to anyone outside the Company, or use other than in the
Company’s business, any confidential or proprietary information or material relating to the
business of the Company, acquired by Optionee either during or after employment with the Company.
Optionee understands that the Company’s proprietary and confidential information includes, by way
of example: (a) the identity of customers and prospects, their specific requirements, and the
names, addresses and telephone numbers of individual contacts; (b) prices, renewal dates and 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, marketing and sales
strategies, and software and service development strategies; (d) source code, object code,
specifications, user manuals, technical manuals and other documentation for software products; (e)
screen designs, report designs and other designs, concepts and visual expressions for software
products; (f) employment and payroll records; (g) forecasts, budgets, acquisition models and other
non-public financial information; and (h) expansion plans, business or development plans,
management policies, information about possible acquisitions or divestitures, potential new
products, markets or market extensions, and other business and acquisition strategies and policies.



3. Optionee will promptly communicate to the Company, in writing, all marketing strategies,
product ideas, software designs and concepts, software enhancement and improvement ideas, and other
ideas and inventions (collectively, “works and ideas”) pertaining to the Company’s business,
whether or not patentable or copyrightable, that are made, written, developed, or conceived by
Optionee, alone or with others, at any time (during or after business hours) while Optionee is
employed by the Company or during the three months after Optionee’s employment terminates.
Optionee understands that all of those works and ideas will be the Company’s exclusive property,
and by accepting this Option Optionee assigns and agrees to assign all Optionee’s right, title and
interest in those works and ideas to the Company. Optionee will sign all documents which the
Company deems necessary to confirm its ownership of those works and ideas, and Optionee will
cooperate fully with the Company to allow the Company to take full advantage of those works and
ideas, including the securing of patent and/or copyright protection and/or other similar rights in
the United States and in foreign countries.



4. Optionee will not solicit or contact at any time, directly or through others, for the
purpose or with the effect of competing or interfering with or harming any part of the Company’s
business: (a) any customer or acquisition target under contract with the Company at any time
during the last two years of Optionee’s employment with the Company; (b) any prospective customer
or acquisition target that received or requested a proposal, offer or letter of intent from the
Company at any time during the last two years of Optionee’s employment with the Company; (c) any
affiliate of any such customer or prospect; (d) any of the individual contacts established by the
Company or Optionee or others at the Company during the period of Optionee’s employment with the
Company; or (e) any individual who is an employee or independent contractor of the Company at the
time of the solicitation or contact or who has been an employee or independent contractor within
three months before such solicitation or contact.