EXHIBIT 10.3



 





EXHIBIT 10.3




FORM OF EXECUTIVE SEPARATION AGREEMENT

BETWEEN THE BISYS GROUP, INC. AND ITS

NAMED EXECUTIVE OFFICERS (OTHER THAN THE CHIEF EXECUTIVE OFFICER)




[EXECUTIVE NAME AND ADDRESS]:



This letter will confirm the authorization of and your acceptance of the specific terms and
conditions of the “Key Executive” Separation Agreement that the Compensation Committee of The BISYS
Group, Inc. Board of Directors has approved for you (the “Executive”).





	1.	 	Termination for Just Cause
	 
	 	 	In the event that the Executive’s employment is terminated by the Company for Just Cause,
the Executive shall not be entitled to any additional salary, annual incentive and/or
benefit continuation payments beyond the Executive’s employment termination date.
	 
	 	 	For the purposes of the Separation Agreement, Termination for Just Cause shall be defined as
follows: (i) Any act of willful dishonesty by the Executive; (ii) The Executive’s material
failure to perform the duties ordinarily performed by a person holding your executive
office; or (iii) Activities by the Executive which are materially harmful to the reputation
of the Company and/or conviction of a felony.
	 
	2.	 	Termination Due to Mental and/or Physical Disability
	 
	 	 	In the event that the Executive’s employment is terminated due to the Executive’s inability
to perform his job responsibilities due to physical and/or mental disability, the Executive
shall be entitled to receive the following benefits.






	 	a)	 	Ninety (90) days of full income replacement benefits under BISYS Exempt
Employee Short Term Disability policy.
	 
	 	b)	 	An additional lump sum payment equal to nine (9) months of base salary pay.






	 	 	Payment of the lump sum payment described in 2b) above, will be made at the end of the
Executive’s one year of medical leave of absence and/or the termination of the Executive’s
actual BISYS employment status.
	 
	3.	 	Termination Other Than For Cause or Change of Control
	 
	 	 	In the event that the Executive’s employment is terminated by the Company (other than for
Just Cause or Disability as described above in sections 1) and 2), the Executive shall be
entitled to receive a lump sum payment equal to one (1) time the sum of the (i) Executive’s
present base salary and (ii) the greater of the Executive’s present fiscal year’s annual “At
Plan” incentive target amount or prior fiscal year’s annual incentive settlement amount.
	 
	4.	 	Termination After a Change of Control





 









 






	 	a)	 	In the event the Executive’s employment terminates after a Change of Control of
The BISYS Group, Inc., the Executive shall be entitled to receive a lump sum payment as
outlined in paragraph 4c) below.
	 
	 	b)	 	For purposes of this Separation Agreement, a Change of Control is defined as
follows:
	 
	 	 	 	Change of Control shall mean either (i) Approval by the stockholders of The BISYS
Group, Inc. of a merger, consolidation, liquidation or dissolution of The BISYS
Group, Inc., or the sale of all or substantially all of the assets of The BISYS
Group, Inc. in which the shareholders of The BISYS Group, Inc. immediately before
the consummation of the transaction do not own at least 51% of the voting shares of
the surviving successor, acquiring, or assuming corporation in such transaction; or
(ii) The acquisition by any person (including a group, within the meaning of Section
13(d) or 14(d) of the Securities Exchange Act of 1934) or beneficial ownership of
51% or more of The BISYS Group, Inc.’s then outstanding voting securities.
	 
	 	c)	 	Effective only after a Change of Control of The BISYS Group, Inc., the
Executive may unilaterally terminate his employment hereunder within twelve (12) months
after the Change of Control date and he shall receive a lump sum payment equal to two
(2) times the sum of (i) the Executive’s present base salary and (ii) the greater of
the Executive’s present fiscal year’s “At Plan” annual incentive target amount or prior
fiscal year’s annual incentive settlement amount.
	 
	 	d)	 	After the first twelve (12) month period, and for the following twenty-four
(24) month period, the Executive may terminate his employment hereunder the “Good
Reason” and receive the same lump sum payment described in paragraph c) above.
	 
	 	 	 	For purposes of this Agreement “Good Reason” shall mean any of the following:






	 	(i)	 	The assignment to the Executive by the company of reduced scope
of duties as compared with the Executive’s then positions, duties,
responsibilities, titles, or offices or any reduction in his duties or
responsibilities or any removal of the Executive from or any failure to
re-elect the Executive to any of such positions except in connection with the
termination of the Executive’s employment For Cause, Disability, or as a result
of the Executive’s death or by the Executive other than for Good Reason;
	 
	 	(ii)	 	A reduction by the Company of the Executive’s base salary as
then in effect prior to the Change of Control;
	 
	 	(iii)	 	A reduction by the company in any of the Executive’s annual
incentive plan, minimum, “At Plan” or maximum incentive amounts;
	 
	 	(iv)	 	A relocation of the Executive’s office which requires the
Executive to either relocate his residence or substantially change his commute
to work requirements; or
	 
	 	(v)	 	Failure by the Company to continue in effect any substantial
benefit or base salary and/or annual incentive plan in which the Executive is
then participating or plans providing the Executive with substantially similar
benefits or the taking of any action by the Company which would adversely
affect the Executive’s participation in or substantially reduce





 









 






	 	 	 	the Executive’s
benefits under any of such plans without offsetting compensation of
approximately equal value.






	5.	 	Accelerated Vesting of Unvested Stock Options Granted Under All BISYS Group, Inc. Stock
Option and Restricted Stock Purchase Plans
	 
	 	 	All Stock Options granted to the Executive under all BISYS Group, Inc. Stock Option and
Restricted Stock Purchase Plans prior to the Change of Control, will undergo full and
complete
accelerated vesting, effective with a Change of Control, as described in this Agreement.
	 
	6.	 	Accelerated Vesting of Unvested Employer Match Funds within BISYS’ Executive Deferred
Compensation Program
	 
	 	 	All unvested employer match funds within BISYS’ Executive Deferred Compensation Program will
undergo full and complete accelerated vesting, effective with a Change of Control, as
described in this Agreement.
	 
	7.	 	Legal Fees
	 
	 	 	All reasonable legal fees paid or incurred by the Executive pursuant to any dispute or
questions of interpretation relating to this Agreement shall be paid or reimbursed by the
Company if the Executive prevails in such dispute in whole or in part.
	 
	8.	 	“Triggering” Amount Option
	 
	 	 	Should the value of aggregate payments and benefits to be made to the Executive which are
deemed to be parachute payments as defined in Section 280G of the Internal Revenue Code of
1986, (the “Code”) as amended or any successor thereof, be deemed to include an “excess
parachute payment” under Section 280G of the Code, the Executive will receive whichever of
the following two (2) described alternatives that provides the Executive with the greater
total payment and benefit after the payment of any applicable excise tax, as defined by
Section 499S of the Code.






	 	a)	 	The entire aggregate payments and benefits as defined by this Agreement. The
Executive will be responsible for any excise tax, as defined by Section 499S of the
Code, associated with any payments which are beyond the Triggering amount. (Triggering
amount is equal to three (3) times the Executive’s “base amount” as determined in
accordance with said Section 280G of the Code.)
	 
	 	b)	 	Reduced aggregate payments and benefits equal to one dollar ($1.00) less than
the Triggering Amount described in 8a) above. The allocation of any termination payment
or benefit reduction will be determined by the Executive.





	 	 	 
	 

	 	 
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