EX-10.1



 





AMENDMENT NO. 2

TO

THE BISYS GROUP, INC.

2006 EMPLOYEE STOCK PURCHASE PLAN




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




     “4.01. Number of Shares. The total number of shares of Common Stock for which Options may be
granted under this Plan shall not exceed in the aggregate eight hundred thousand (800,000) shares
of Common Stock. The Plan will be implemented by an Offering of shares of Common Stock (the
“Offering”). The Offering shall begin on October 10, 2006 and shall terminate on February 9, 2007.”



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




     “(b) 85% of the fair market value of a share of Common Stock subject to the Option on February
9, 2007, based upon the last sale price of a share of Common Stock on the New York Stock Exchange
on that date.”



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




     “8.01. Automatic Exercise. Unless a Participant gives written notice to the Company of
withdrawal pursuant to Section 9.01, his Option to acquire Common Stock with payroll deductions
made during any Offering will be deemed to have been exercised automatically on February 9, 2007
for the purchase of the number of shares of Common Stock which the accumulated payroll deductions
in his account at that time will purchase at the applicable Option price (but not in excess of the
number of shares of Common Stock for which Options have been granted to the Employee pursuant to
Section 7.02), and any excess in his account at that time will be returned to him.”



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




     “8.03. Delivery of Stock. As promptly as practicable after February 9, 2007, the Company will
deliver to each Participant, in such Participant’s name, the shares of Common Stock purchased upon
exercise of such Participant’s Option. Such issuances shall be in “book entry” form. No shares of
Common Stock issued under the Plan may be certificated prior to February 10, 2007.”



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




     “9.02. Cessation of Employee Status. In the event a Participant shall cease to be an Employee,
as defined in Section 2.06, on or before December 31, 2006, for any reason other than as a result
of his death, the payroll deductions credited to his account will be returned to him.



 









 





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




     “9.03. Termination Due to Death. In the event a Participant shall cease to be an Employee, as
defined in Section 2.06, by reason of his death, his legal representative shall have the right to
elect, by written notice given to the Executive Vice President of Human Resources of the Company
prior to February 9, 2007 either:



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



     “(b) To exercise the Participant’s Option granted under Section 7.02 for the purchase of
shares of Common Stock on February 9, 2007 for the purchase of the number of shares of Common Stock
which the accumulated payroll deductions in the Participant’s account will purchase at the
applicable Option price, and any excess in such account will be returned to the Participant’s legal
representative.



     “In the event that no such written notice of election shall be duly received by the office of
the Executive Vice President of Human Resources of the Company, the Participant’s legal
representative shall automatically be deemed to have elected, pursuant to paragraph (b), to
exercise the Participant’s Option.”