exv10w2






Exhibit 10.2




2006 EQUITY INCENTIVE PLAN OF SS&C TECHNOLOGIES HOLDINGS, INC.

AMENDED AND RESTATED STOCK OPTION GRANT NOTICE

AND AMENDED AND RESTATED STOCK OPTION AGREEMENT




AMENDED AND RESTATED STOCK OPTION GRANT NOTICE



This Amended and Restated Stock Option Grant Notice and the attached Amended and Restated Stock
Option Agreement amend and restate the Stock Option Grant Notice and Stock Option Agreement between
the Company and the Optionee dated ______________ and shall be effective upon the closing of an
IPO (as defined in the Amended and Restated Stock Option Agreement).



Unless otherwise defined herein, the terms defined in the 2006 Equity Incentive Plan of SS&C
Technologies Holdings, Inc. (the “Plan”) shall have the same defined meanings in this
Amended and Restated Stock Option Grant Notice (“Stock Option Grant Notice”) and Amended
and Restated Stock Option Agreement (“Stock Option Agreement”).



You have been granted an Option to purchase Common Stock of SS&C Technologies Holdings, Inc. (the
“Company”), subject to the terms and conditions set forth in this Stock Option Grant
Notice, the Stock Option Agreement attached hereto as Appendix A (collectively, the
“Agreement”) and the Plan, as follows:




	 	 	 
	Name of Optionee:

	 	 

	 
	 	 
	Total Number of Shares subject to the Option:

	 	 

	 
	 	 
	Exercise Price per Share:

	 	$ 

	 
	 	 
	Total Exercise Price:

	 	$ 

	 
	 	 
	 
	 	 
	Grant Date:

	 	 

	 
	 	 
	Type of Option:

	 	Non-Qualified Stock Option
	 
	 	 
	Final Expiration Date:

	 	[10 years from Grant Date] 







	 	 	 
	Vesting Schedule:

	 	This Option will vest and become exercisable in accordance
with the vesting schedule set forth in Article II of the
Stock Option Agreement depending on the classification of the
Option as follows:
	 
	 	 
	 

	 	Time Options: _________ Shares Subject to the Option
	 
	 	 
	 

	 	Performance Options: _________ Shares Subject to the Option
	 
	 	 
	 

	 	Superior Options: _________ Shares Subject to the Option






     Your signature below indicates your agreement and understanding that this Option is
subject to all of the terms and conditions contained in the Agreement and the Plan. ACCORDINGLY,
PLEASE BE SURE TO READ ALL OF THE AGREEMENT, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF
THIS OPTION. This Stock Option Grant Notice may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute one instrument. This Stock
Option Grant Notice may be executed by facsimile signatures.



 









 





OPTIONEE






 
[NAME]



[Stock Option Grant Notice]






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SS&C TECHNOLOGIES HOLDINGS, INC.








By 

    Title:




[Stock Option Grant Notice]





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APPENDIX A



AMENDED AND RESTATED STOCK OPTION AGREEMENT




ARTICLE I

GRANT OF OPTION




     Section 1.1 Grant of Option. In consideration of the Optionee’s agreement to
remain a Service Provider of the Company or one of its Subsidiaries and for other good and valuable
consideration, the Company hereby grants to the Optionee the Option to purchase any part or all of
an aggregate of the Shares set forth in the Stock Option Grant Notice upon the terms and conditions
set forth in the Plan and the Agreement. The Optionee hereby agrees that except as required by
law, he or she will not disclose to any Person other than the Optionee’s spouse and/or tax, legal
and financial advisor (if any) the grant of the Option or any of the terms or provisions hereof
without the prior approval of the Administrator, and the Optionee agrees that, in the discretion of
the Administrator, the Option shall terminate and any unexercised portion of such Option (whether
or not then exercisable) shall be forfeited if the Optionee violates the non-disclosure provisions
of this Section 1.1.



     Section 1.2 Option Subject to Plan. The Option granted hereunder is subject
to the terms and provisions of the Plan, including without limitation, Article V and Article VIII
thereof.



     Section 1.3 Exercise Price. The purchase price of the Shares covered by the
Option shall be the Exercise Price per Share set forth in the Stock Option Grant Notice (without
commission or other charge).



ARTICLE II

VESTING SCHEDULE; EXERCISABILITY 1




     Section 2.1 Commencement of Vesting and Exercisability of Time Options



          (a) Vesting. Except as provided below, the Time Options shall become vested and exercisable,
so long as the Optionee remains continuously a Service Provider from the date hereof through each
applicable date set forth below, as follows:




               (i) 25% of the Time Options shall become vested and exercisable on [___]; and



               (ii) 1/36 of the remaining Time Options shall become vested and exercisable on the day of the
month of the Grant Date each month thereafter until all of the Time Options are fully vested.



          (b) Liquidity Event Vesting. All Time Options shall become fully vested and exercisable
immediately prior to the effective date of a Liquidity Event.




     Section 2.2 Commencement of Vesting and Exercisability of Performance Options




 




			
	1	 	William A. Etherington received an option that was fully vested as of the grant date.




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          (a) Classification of Performance Options and Superior Options. The Superior Options shall
become Performance Options. The Performance Options shall be divided into six groups: the 2006
Options, the 2007 Options, the 2008 Options, the 2009 Options, the 2010 Options and 2011 Options.
The number of Performance Options in each group shall be determined as follows:




               (i) Each of the 2006 Options, 2007 Options, 2008 Options and 2009 Options shall have a number
of Performance Options equal to 20% of the original number of Performance Options set forth in the
Stock Option Grant Notice.



               (ii) The 2010 Options shall have a number of Performance Options equal to the sum of (A) 20%
of the original number of Performance Options set forth in the Stock Option Grant Notice and (B)
50% of the original number of Superior Options set forth in the Stock Option Grant Notice.



               (iii) The 2011 Options shall have a number of Performance Options equal to 50% of the original
number of Superior Options set forth in the Stock Option Grant Notice.



          (b) Performance Acceleration. Subject to the provisions set forth below, the Performance
Options shall vest and become exercisable as follows:




               (i) The 2006 Options, 2007 Options, 2008 Options and 2009 Options are all fully vested, as
previously determined by the Administrator.



               (ii) 100% of the 2010 Options shall vest and become exercisable on December 31, 2010 if, on
such date (or within 120 days thereafter), the Administrator determines that EBITDA for 2010 equals
or exceeds the high end of the EBITDA Range for 2010. If the Administrator determines that the
EBITDA for 2010 is below the low end of the EBITDA Range for 2010, none of the 2010 Options shall
vest and if the Administrator determines that the 2010 EBITDA is within the 2010 EBITDA Range, then
the Administrator will use linear interpolation to determine the percentage of the 2010 Options
that shall vest and become exercisable, which percentage shall be between 50% and 100% of the 2010
Options. Any 2010 Options that do not vest shall be added to the 2011 Options, except as otherwise
provided by the Board.



               (iii) The 2011 Options shall vest and become exercisable as provided in clause (ii), but with
“2011” substituted for “2010”, except that any 2011 Options that do not vest shall remain unvested
but may become vested and exercisable pursuant to Section 2.2(c) or (d).



          (c) Liquidity Event Vesting. Except as provided below, a percentage of Performance Options
shall vest and become exercisable immediately prior to the effective date of a Liquidity Event if
Liquidity Proceeds in a Liquidity Event equal or exceed a certain return on the Investment, as
follows:




               (i) If, in connection with a Liquidity Event, Liquidity Proceeds are equal to 2.5 times the
Investment, the Performance Options shall vest and become exercisable with respect to that
percentage of the Performance Options equal to the difference between (x)



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50% of the Performance Options, and (y) the percentage of Performance Options that vested
pursuant to Section 2.2(b) prior to the date of the Liquidity Event;



               (ii) If, in connection with a Liquidity Event, Liquidity Proceeds are between 2.5 times the
Investment and 3.0 times the Investment, the Performance Options shall vest and become exercisable
with respect to that percentage of the Performance Options equal to the difference between (x) a
portion of the Performance Options that is between 50% and 100% of the Performance Options as
determined by the Administrator using linear interpolation and (y) the percentage of Performance
Options that vested pursuant to Section 2.2(b) prior to the date of the Liquidity Event; and



               (iii) If, in connection with a Liquidity Event, Liquidity Proceeds are equal to or greater
than 3.0 times the Investment, the Performance Options shall become fully vested and exercisable
immediately prior to the effective date of the Liquidity Event.



          (d) Internal Rate of Return Acceleration. If, in connection with a Liquidity Event, Liquidity
Proceeds are greater than or equal to the Internal Rate of Return for the Performance Options with
respect to all Investments, the Performance Options shall become fully vested and exercisable
immediately prior to the effective date of such Liquidity Event.




     Section 2.3 Administrator Determination of Targets. The Administrator shall
make the determination as to whether the respective EBITDA Targets or Internal Rate of Return have
been met, and shall determine the extent, if any, to which the Options have become vested and
exercisable, on any such date as the Administrator in its sole discretion shall determine;
provided, however, that with respect to each Fiscal Year such date shall not be later than the
120th day following the end of such Fiscal Year.



     Section 2.4 No Vesting of Options. Any portion of the Options that have not
become vested or exercisable pursuant to Sections 2.1 or 2.2 on or prior to the date of the
Optionee’s Termination of Service shall be forfeited and shall not thereafter become exercisable.



     Section 2.5 Duration of Exercisability. The installments of the Options that
become exercisable as provided for above are cumulative. Each such installment which becomes
exercisable shall remain exercisable until it becomes unexercisable under Section 2.6.



     Section 2.6 Expiration of Option



          (a) The Options may not be exercised to any extent by anyone after the first to occur of the
following events:




               (i) The Final Expiration Date;



               (ii) Except as the Administrator may otherwise approve, ninety (90) days following the date of
the Optionee’s Termination of Service for any reason other than Cause, death or Disability;



               (iii) Except as the Administrator may otherwise approve, the date of the Optionee’s
Termination of Service for Cause;



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               (iv) Except as the Administrator may otherwise approve, twelve months following the Optionee’s
Termination of Service by reason of the Optionee’s death or Disability; or



               (v) Pursuant to the terms of the Stockholders Agreement.



          (b) For the purposes of the Plan and this Agreement, the date of the Termination of Service
shall be the last day of the Optionee’s service as a Service Provider, whether such day is selected
by agreement with the Optionee or unilaterally by the Company or its Subsidiary and whether with or
without advance notice. For the avoidance of doubt, no period of notice that is given or that
ought to have been given under applicable law in respect of such Termination of Service will be
utilized in determining entitlement under the Plan, the Stockholders Agreement or this Agreement.
Any action by the Company or its Subsidiary taken in accordance with the terms of the Plan and this
Agreement as set out aforesaid shall be deemed to fully and completely satisfy any liability or
obligation of the Company or its Subsidiary to the Optionee in respect of the Plan or this
Agreement arising from or in connection with such Termination of Service, including in respect of
any period of notice given or that ought to have been given under applicable law in respect of such
Termination of Service.



     Section 2.7 Partial Exercise. Any exercisable portion of the Options or all
the Options, if then wholly exercisable, may be exercised in whole or in part at any time prior to
the time when the Options or portion thereof becomes unexercisable.



     Section 2.8 Exercise of Options. The exercise of the Options shall be
governed by the terms of this Agreement and the terms of the Plan, including, without limitation,
the provisions of Article V of the Plan. In order to exercise an option, the Participant must
provide written notice of exercise to the Company in accordance with the Plan and this Agreement.



     Section 2.9 Manner of Exercise; Tax Withholding



          (a) To the extent permitted by law or the applicable listing rules, if any, the Optionee may
pay for the Shares with respect to which such Option or portion of such Option is exercised through
(i) payment in cash; (ii) with the consent of the Administrator, the delivery of Shares which have
been owned by the Optionee for at least six months, duly endorsed for transfer to the Company with
a Fair Market Value on the date of delivery equal to the aggregate Exercise Price of the exercised
portion of the Option (provided such Common Stock is not subject to any repurchase, forfeiture,
unfulfilled vesting or other similar requirements), (iii) with the consent of the Administrator,
through the surrender of Shares then issuable upon exercise of the Option having a Fair Market
Value on the date of the exercise of the Option equal to the aggregate Exercise Price of the
exercised portion of the Option (in which case the Optionee will be deemed the legal owner of such
surrendered Shares at the time of the exercise of the Option), or (iv) through a cashless exercise
program (effectuated through a broker) approved by the Administrator.




          (b) The Optionee shall pay to the Company or any applicable Subsidiary, or make provision
satisfactory to the Company or such Subsidiary, for payment of, any taxes required by law to be
withheld in connection with the grant, vesting, assignment, and/or exercise of any portion of the
Option, as applicable. With respect to any portion of the Option that is


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exercised (i) prior to an IPO, (ii) prior to a Change in Control, and (iii) within the period
beginning on the date ninety (90) days prior to the date the Option is scheduled to expire pursuant
to Section 2.6(a)(ii) or Section 2.6(a)(iv) and ending on the date such option is scheduled to
expire pursuant to Section 2.6(a)(ii) or Section 2.6(a)(iv), as applicable, and subject to any
applicable legal conditions or restrictions, the Company shall, upon the Optionee’s request,
withhold from the shares of Common Stock otherwise issuable to the Optionee upon the exercise of
the Option or any portion thereof a number of whole Shares having a Fair Market Value, determined
as of the date of exercise, not in excess of the minimum of tax required to be withheld by law (or
such lower amount as may be necessary to avoid variable award accounting); provided that the
foregoing is at such time permitted under the terms of the agreements governing any indebtedness to
which the Company or any of its Subsidiaries may be a party; and provided, further that no
fractional shares of Common Stock will be retained to satisfy any portion of the withholding tax
and the Optionee hereby agrees to satisfy any additional amount of withholding taxes that are not
satisfied through the retention of shares of Common Stock by the Company. Any shares of Common
Stock retained by the Company pursuant to this Section shall be deducted from the underlying shares
to be received by such Optionee upon exercise of the Option. Any adverse consequences to the
Optionee arising in connection with the Share withholding procedure set forth in the preceding
sentence shall be the sole responsibility of the Optionee.




ARTICLE III

OTHER PROVISIONS




     Section 3.1 Optionee Representation; Not a Contract of Service. The Optionee
hereby represents that the Optionee’s execution of this Agreement and participation in the Plan is
voluntary and that the Optionee has in no way been induced to enter into this Agreement in exchange
for or as a requirement of the expectation of service with the Company or any of its Subsidiaries.
Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue as a
Service Provider or shall interfere with or restrict in any way the rights of the Company or its
Subsidiaries, which are hereby expressly reserved, to discharge the Optionee at any time for any
reason whatsoever, with or without Cause except pursuant to an employment or consulting agreement
executed by and between the Company and the Optionee and approved by the Board.



     Section 3.2 Shares Subject to Plan and Stockholders Agreement; Restrictions on the
Transfer of Options and Common Stock. The Optionee acknowledges that this Option and any
shares acquired upon exercise of the Option are subject to the terms of the Plan and the
Stockholders Agreement including, without limitation, the restrictions set forth in Sections 5.6
and 5.7 of the Plan.



     Section 3.3 Construction. This Agreement shall be administered, interpreted
and enforced under the laws of the state of Delaware.



     Section 3.4 Adjustments in EBITDA. The EBITDA Ranges specified in Appendix B
are based upon (i) certain revenue and expense assumptions about the future business of the
Company; (ii) a management model prepared by the Company for the projected financial performance of
the Company, which incorporates the desired internal rate of return on the



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investment by the Principal Stockholders in debt and equity securities or instruments of the
Company and its Subsidiaries and (iii) the continued application of accounting policies used by the
Company as of the date the Option is granted. Accordingly, in the event that, after such date, the
Administrator determines, in its sole discretion, that any acquisition or disposition of any
business by the Company, any dividend or other distribution (whether in the form of cash, Common
Stock, other securities, or other property), recapitalization, reclassification, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Common Stock or other securities of the Company, issuance of warrants or
other rights to purchase Common Stock or other securities of the Company, any unusual or
nonrecurring transactions or events affecting the Company, or the financial statements of the
Company, or change in applicable laws, regulations, or changes in generally accepted accounting
principles applicable to, or the accounting policies used by, the Company occurs such that an
adjustment is determined by the Administrator to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available with respect to the
Option, then the Administrator shall, subject to Section 8.1 of the Plan, in good faith and in such
manner as it may deem equitable, adjust the EBITDA Ranges to reflect the projected effect of such
transaction(s) or event(s) on the EBITDA Ranges.




     Section 3.5 Conformity to Securities Laws. The Optionee acknowledges that the
Plan is intended to conform to the extent necessary with all provisions of the Securities Act of
1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and any and all regulations and rules promulgated thereunder by the Securities and
Exchange Commission, including without limitation Rule 16b-3. Notwithstanding anything herein to
the contrary, the Plan, the Stockholders Agreement and this Agreement shall be administered, and
the Option is granted and may be exercised, only in such a manner as to conform to such laws, rules
and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be
deemed amended to the extent necessary to conform to such laws, rules and regulations.



     Section 3.6 Amendment, Suspension and Termination. The Option may be wholly
or partially amended or otherwise modified, suspended or terminated at any time or from time to
time by the Administrator or the Board, provided that, except as provided by Section 8.1 of the
Plan, neither the amendment, suspension nor termination of this Agreement shall, without the
consent of the Optionee, alter or impair any rights or obligations under the Option.



ARTICLE IV

DEFINITIONS




     Whenever the following terms are used in this Agreement, they shall have the meaning specified
below unless the context clearly indicates to the contrary. Capitalized terms used in this
Agreement and not defined below shall have the meaning given such terms in the Plan. The singular
pronoun shall include the plural, where the context so indicates.



     Section 4.1 [Intentionally omitted.]



     Section 4.2 Agreement. “Agreement” shall have the meaning set forth in the
Stock Option Grant Notice.



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     Section 4.3 [Intentionally omitted.]



     Section 4.4 Cause. “Cause” shall mean,



          (a) the Board’s determination that the Optionee failed to substantially perform his or her
duties (other than any such failure resulting from the Optionee’s disability) which is not remedied
within ten days after receipt of written notice from the Company or one of its Subsidiaries, as
applicable, specifying such failure;




          (b) the Board’s determination that the Optionee failed to carry out, or comply with any lawful
and reasonable directive of the Board or the Optionee’s immediate supervisor, which is not remedied
within ten days after receipt of written notice from the Company or one of its Subsidiaries, as
applicable, specifying such failure;




          (c) the Optionee’s conviction, plea of no contest, plea of nolo contendere, or imposition of
unadjudicated probation for any felony or a crime involving moral turpitude;




          (d) the Optionee’s unlawful use (including being under the influence) or possession of illegal
drugs on the Company’s or one of its Subsidiaries’, as applicable, premises or while performing the
Optionee’s duties and responsibilities; or




          (e) the Optionee’s commission of a material act of fraud, embezzlement, misappropriation,
willful misconduct, or breach of fiduciary duty against the Company or one of its Subsidiaries, as
applicable.



Notwithstanding the foregoing, if the Optionee is a party to a written employment or consulting
agreement with the Company (or one of its Subsidiaries), then “Cause” shall be as such term is
defined in the applicable written employment or consulting agreement.




     Section 4.5 Company. “Company” shall mean SS&C Technologies Holdings, Inc.



     Section 4.6 EBITDA. “EBITDA” for a given Fiscal Year shall mean consolidated
earnings before interest, taxes, depreciation, and amortization of the Company and its consolidated
Subsidiaries, adjusted for management fees paid to the Principal Stockholders, or its Affiliates,
less all annual bonuses payable with respect to the applicable Fiscal Year to the extent not
deducted, as reflected on the Company’s audited consolidated financial statements for such Fiscal
Year, but excluding certain extraordinary and non-recurring items as determined by the
Administrator. EBITDA shall include earnings from any company acquired by the Company on or before
March 31, 2006.



     Section 4.7 EBITDA Range. “EBITDA Range” for a given year shall be as set
forth in Appendix B of this Agreement, subject to the provisions of Section 3.4.



     Section 4.8 Exercise Price. “Exercise Price” shall mean the per share price
set forth in the Stock Option Grant Notice.



     Section 4.9 Final Expiration Date. “Final Expiration Date” shall mean the
date set forth in the Stock Option Grant Notice.



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     Section 4.10 Fiscal Year. “Fiscal Year” shall mean the fiscal year of the
Company, as in effect from time to time.



     Section 4.11 Grant Date. “Grant Date” shall be the date set forth in the
Stock Option Grant Notice.



     Section 4.12 “IPO” means the Company’s initial public offering of Common Stock
pursuant to a registration statement filed in accordance with the Securities Act.



     Section 4.13 Internal Rate of Return. “Internal Rate of Return” shall mean,
with respect to any Investment, a dollar amount representing a 40% Investor Return on such
Investment.



     For purposes of calculating the Internal Rate of Return:



     (x) The amount of an Investment shall be the amount paid by such Principal Stockholder to any
Person (including, without limitation, the Company, any Subsidiary, or any underwriter) for the
purchase of equity securities; provided that if such Principal Stockholder shall have acquired such
equity securities directly from another Principal Stockholder or through an uninterrupted series of
Principal Stockholders, the amount of such Investment shall be the amount initially paid to
purchase such equity securities from a Person other than a Principal Stockholder; and



     (y) The initial date of an Investment shall be the date such Principal Stockholder purchased
such equity securities from any Person (including, without limitation, the Company, any Subsidiary,
or any underwriter); provided that if such Principal Stockholder acquired such equity securities
directly from another Principal Stockholder or through an uninterrupted series of Principal
Stockholders, the initial date of such Investment shall be the date such equity securities were
initially acquired from a Person other than a Principal Stockholder.



     Section 4.14 Investment. “Investment” shall mean any investment of funds by
the Principal Stockholders in equity securities of the Company and its Subsidiaries.



     Section 4.15 Investor Return. “Investor Return” shall mean the annual
compounded pre-tax internal rate of return on a given Investment determined with respect to the
period beginning on the initial date of such Investment and ending on the effective date of a
Liquidity Event.



     Section 4.16 Liquidity Event. “Liquidity Event” shall mean either (a) the
consummation of the sale, transfer, conveyance or other disposition in one or a series of related
transactions, of the equity securities of the Company or its successor held, directly or
indirectly, by all of the Principal Stockholders in exchange for currency, such that immediately
following such transaction (or series of related transactions), the total number of all equity
securities held, directly or indirectly, by all of the Principal Stockholders and any Affiliate of
any Principal Stockholder(s) is, in the aggregate, less than 50% of the total number of equity
securities (as adjusted for the occurrence of a Corporate Event) held, directly or indirectly, by
all of the Principal Stockholders immediately following the consummation of the IPO; or (b) the
consummation of the sale, lease, transfer, conveyance or other disposition (other than by way of



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merger or consolidation), in one or a series of related transactions, of all or substantially
all of the assets of the Company, or the Company and its Subsidiaries taken as a whole, to any
“person” (as such term is defined in Section 13(d)(3) of the Exchange Act) other than to any
Principal Stockholder(s) or an Affiliate of any Principal Stockholder(s). For the avoidance of
doubt, the IPO shall not constitute a “Liquidity Event.”




     Section 4.17 Liquidity Proceeds. “Liquidity Proceeds” shall mean the sum of
(a) the aggregate fair-market value of the consideration actually received (excluding any
management or similar fees) by the Principal Stockholders on their Investment in connection with a
Liquidity Event, after taking into account all post closing adjustments and after deducting all
transaction costs and expenses, and assuming exercise of all options and warrants to purchase
equity securities of the Company outstanding as of the effective date of such Liquidity Event
(after giving effect to different dates of investment, if any, and after giving effect to any
dilution of securities or instruments arising in connection with such Liquidity Event); provided
however, that if the Principal Stockholders retain any Investment or portion thereof following such
Liquidity Event, the fair market value of such Investment (or portion) immediately following such
Liquidity Event shall be deemed “consideration received” for purposes of calculating the Liquidity
Proceeds, and provided further that the fair market value of any non-cash consideration (including
stock) shall be determined by the Board in its sole discretion as of the date of such Liquidity
Event and (b) the amount of cash dividends the Principal Stockholders receive on the Investment
from time to time.



     Section 4.18 Option(s). “Option(s)” shall mean the option(s) to purchase
Common Stock granted under this Agreement.



     Section 4.19 Performance Options. “Performance Option(s)” shall mean the
portion of the Options designated as Performance Options in the Stock Option Grant Notice.



     Section 4.20 Plan. “Plan” shall mean the 2006 Equity Incentive Plan of SS&C
Technologies Holdings, Inc.



     Section 4.21 Principal Stockholders. “Principal Stockholders” shall mean (i)
Carlyle Partners IV, L.P., a Delaware limited partnership, and CP IV Coinvestment, L.P. a Delaware
limited partnership, and (ii) any of their Affiliates to which (X) any of the Principal
Stockholders or any other Person transfers Common Stock or (Y) the Company issues Common Stock.



     Section 4.22 Share. “Share” shall mean a share of Common Stock.



     Section 4.23 Stock Option Grant Notice. “Stock Option Grant Notice” shall
mean the first page of this Agreement.



     Section 4.24 Superior Options. “Superior Options” shall mean the portion of
the Options designated as Superior Options in the Stock Option Grant Notice.



     Section 4.25 Time Options. “Time Options” shall mean the portion of the
Options designated as Time Options in the Stock Option Grant Notice.



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     Section 4.26 Vesting Commencement Date. “Vesting Commencement Date” shall
have the meaning set forth in the Stock Option Grant Notice.



***





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APPENDIX B




EBITDA RANGES

($ Millions)




As of the end of the fiscal year




	 	 	 	 	 	 
	 
	 	Fiscal Year	 	 	EBITDA Range	 
	 	2010

	 	 	To be determined by the Board	 
	 	2011

	 	 	To be determined by the Board	 
	 






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2006 EQUITY INCENTIVE PLAN OF SS&C TECHNOLOGIES HOLDINGS, INC.

AMENDED AND RESTATED STOCK OPTION GRANT NOTICE

AND AMENDED AND RESTATED STOCK OPTION AGREEMENT




AMENDED AND RESTATED STOCK OPTION GRANT NOTICE



This Amended and Restated Stock Option Grant Notice and the attached Amended and Restated Stock
Option Agreement amend and restate the Stock Option Grant Notice and Stock Option Agreement between
the Company and the Optionee dated _________ and shall be effective upon the closing of an
IPO (as defined in the Amended and Restated Stock Option Agreement).



Unless otherwise defined herein, the terms defined in the 2006 Equity Incentive Plan of SS&C
Technologies Holdings, Inc. (the “Plan”) shall have the same defined meanings in this
Amended and Restated Stock Option Grant Notice (“Stock Option Grant Notice”) and Amended
and Restated Stock Option Agreement (“Stock Option Agreement”).




You have been granted an Option to purchase Common Stock of SS&C Technologies Holdings, Inc. (the
“Company”), subject to the terms and conditions set forth in this Stock Option Grant
Notice, the Stock Option Agreement attached hereto as Appendix A (collectively, the
“Agreement”) and the Plan, as follows:




	 	 	 
	Name of Optionee:
	 	 
	 

	 	 

	 
	 	 
	Total Number of Shares subject to the Option:
	 	 

	 
	 	 
	Exercise Price per Share:

	 	$

 

	 
	 	 
	Total Exercise Price:

	 	$

 

	 
	 	 
	Grant Date:
	 	 
	 

	 	 

	Type of Option:

	 	Non-Qualified Stock Option
	 
	 	 
	Final Expiration Date:

	 	[10 years from Grant Date]
 







	 	 	 	 	 
	Vesting Schedule:	 	This Option will vest and become exercisable in accordance
with the vesting schedule set forth in Article II of the
Stock Option Agreement depending on the classification of the
Option as follows:
	 
	 	 	 	 
	 

	 	Time Options:
	 	_________ Shares Subject to the Option
	 
	 	 	 	 
	 

	 	Performance Options:
	 	_________ Shares Subject to the Option
	 
	 	 	 	 
	 

	 	Superior Options:
	 	_________ Shares Subject to the Option






     Your signature below indicates your agreement and understanding that this Option is
subject to all of the terms and conditions contained in the Agreement and the Plan. ACCORDINGLY,
PLEASE BE SURE TO READ ALL OF THE AGREEMENT, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF
THIS OPTION. This Stock Option Grant Notice may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute one instrument. This Stock
Option Grant Notice may be executed by facsimile signatures.












 





OPTIONEE






 

[NAME]



[Stock Option Grant Notice]






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     SS&C TECHNOLOGIES HOLDINGS, INC.







	By

Title:


	 





[Stock Option Grant Notice]






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APPENDIX A




AMENDED AND RESTATED STOCK OPTION AGREEMENT




ARTICLE
I

GRANT OF OPTION




     Section 1.1 Grant of Option. In consideration of the Optionee’s agreement to
remain a Service Provider of the Company or one of its Subsidiaries and for other good and valuable
consideration, the Company hereby grants to the Optionee the Option to purchase any part or all of
an aggregate of the Shares set forth in the Stock Option Grant Notice upon the terms and conditions
set forth in the Plan and the Agreement. The Optionee hereby agrees that except as required by
law, he or she will not disclose to any Person other than the Optionee’s spouse and/or tax, legal
and financial advisor (if any) the grant of the Option or any of the terms or provisions hereof
without the prior approval of the Administrator, and the Optionee agrees that, in the discretion of
the Administrator, the Option shall terminate and any unexercised portion of such Option (whether
or not then exercisable) shall be forfeited if the Optionee violates the non-disclosure provisions
of this Section 1.1.



     Section 1.2 Option Subject to Plan. The Option granted hereunder is subject
to the terms and provisions of the Plan, including without limitation, Article V and Article VIII
thereof.



     Section 1.3 Exercise Price. The purchase price of the Shares covered by the
Option shall be the Exercise Price per Share set forth in the Stock Option Grant Notice (without
commission or other charge).



ARTICLE
II

VESTING SCHEDULE; EXERCISABILITY




     Section 2.1 Commencement of Vesting and Exercisability of Time Options



          (a) Vesting. Except as provided below, the Time Options shall become vested and exercisable,
so long as the Optionee remains continuously a Service Provider from the date hereof through each
applicable date set forth below, as follows:




               (i) 25% of the Time Options shall become vested and exercisable on [___]; and



               (ii) 1/36 of the remaining Time Options shall become vested and exercisable on the day of the
month of the Grant Date each month thereafter until all of the Time Options are fully vested.



          (b) Liquidity Event Vesting. All Time Options shall become fully vested and exercisable
immediately prior to the effective date of a Liquidity Event.




     Section 2.2 Commencement of Vesting and Exercisability of Performance Options



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          (a) Classification of Performance Options and Superior Options. The Superior Options shall
become Performance Options. The Performance Options shall be divided into five groups: the 2007
Options, the 2008 Options, the 2009 Options, the 2010 Options and the 2011 Options. The number of
Performance Options in each group shall be determined as follows:




               (i) Each of the 2007 Options, 2008 Options and 2009 Options shall have a number of Performance
Options equal to 20% of the original number of Performance Options set forth in the Stock Option
Grant Notice.



               (ii) Each of the 2010 Options and the 2011 Options shall have a number of Performance Options
equal to the sum of (A) 20% of the original number of Performance Options set forth in the Stock
Option Grant Notice and (B) 50% of the original number of Superior Options set forth in the Stock
Option Grant Notice.



          (b) Performance Acceleration. Subject to the provisions set forth below, the Performance
Options shall vest and become exercisable as follows:




               (i) The 2007 Options, 2008 Options and 2009 Options are all fully vested, as previously
determined by the Administrator.



               (ii) 100% of the 2010 Options shall vest and become exercisable on December 31, 2010 if, on
such date (or within 120 days thereafter), the Administrator determines that EBITDA for 2010 equals
or exceeds the high end of the EBITDA Range for 2010. If the Administrator determines that the
EBITDA for 2010 is below the low end of the EBITDA Range for 2010, none of the 2010 Options shall
vest and if the Administrator determines that the 2010 EBITDA is within the 2010 EBITDA Range, then
the Administrator will use linear interpolation to determine the percentage of the 2010 Options
that shall vest and become exercisable, which percentage shall be between 50% and 100% of the 2010
Options. Any 2010 Options that do not vest shall be added to the 2011 Options, except as otherwise
provided by the Board.



               (iii) The 2011 Options shall vest and become exercisable as provided in clause (ii), but with
“2011” substituted for “2010”, except that any 2011 Options that do not vest shall remain unvested
but may become vested and exercisable pursuant to Section 2.2(c) or (d).



          (c) Liquidity Event Vesting. Except as provided below, a percentage of Performance Options
shall vest and become exercisable immediately prior to the effective date of a Liquidity Event if
Liquidity Proceeds in a Liquidity Event equal or exceed a certain return on the Investment, as
follows:




               (i) If, in connection with a Liquidity Event, Liquidity Proceeds are equal to 2.5 times the
Investment, the Performance Options shall vest and become exercisable with respect to that
percentage of the Performance Options equal to the difference between (x) 50% of the Performance
Options, and (y) the percentage of Performance Options that vested pursuant to Section 2.2(b) prior
to the date of the Liquidity Event;



               (ii) If, in connection with a Liquidity Event, Liquidity Proceeds are between 2.5 times the
Investment and 3.0 times the Investment, the Performance Options shall



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vest and become exercisable with respect to that percentage of the Performance Options equal
to the difference between (x) a portion of the Performance Options that is between 50% and 100% of
the Performance Options as determined by the Administrator using linear interpolation and (y) the
percentage of Performance Options that vested pursuant to Section 2.2(b) prior to the date of the
Liquidity Event; and




               (iii) If, in connection with a Liquidity Event, Liquidity Proceeds are equal to or greater
than 3.0 times the Investment, the Performance Options shall become fully vested and exercisable
immediately prior to the effective date of the Liquidity Event.



          (d) Internal Rate of Return Acceleration. If, in connection with a Liquidity Event, Liquidity
Proceeds are greater than or equal to the Internal Rate of Return for the Performance Options with
respect to all Investments, the Performance Options shall become fully vested and exercisable
immediately prior to the effective date of such Liquidity Event.




     Section 2.3 Administrator Determination of Targets. The Administrator shall
make the determination as to whether the respective EBITDA Targets or Internal Rate of Return have
been met, and shall determine the extent, if any, to which the Options have become vested and
exercisable, on any such date as the Administrator in its sole discretion shall determine;
provided, however, that with respect to each Fiscal Year such date shall not be later than the
120th day following the end of such Fiscal Year.



     Section 2.4 No Vesting of Options. Any portion of the Options that have not
become vested or exercisable pursuant to Sections 2.1 or 2.2 on or prior to the date of the
Optionee’s Termination of Service shall be forfeited and shall not thereafter become exercisable.



     Section 2.5 Duration of Exercisability. The installments of the Options that
become exercisable as provided for above are cumulative. Each such installment which becomes
exercisable shall remain exercisable until it becomes unexercisable under Section 2.6.



     Section 2.6 Expiration of Option



          (a) The Options may not be exercised to any extent by anyone after the first to occur of the
following events:




               (i) The Final Expiration Date;



               (ii) Except as the Administrator may otherwise approve, ninety (90) days following the date of
the Optionee’s Termination of Service for any reason other than Cause, death or Disability;



               (iii) Except as the Administrator may otherwise approve, the date of the Optionee’s
Termination of Service for Cause;



               (iv) Except as the Administrator may otherwise approve, twelve months following the Optionee’s
Termination of Service by reason of the Optionee’s death or Disability; or



               (v) Pursuant to the terms of the Stockholders Agreement.



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          (b) For the purposes of the Plan and this Agreement, the date of the Termination of Service
shall be the last day of the Optionee’s service as a Service Provider, whether such day is selected
by agreement with the Optionee or unilaterally by the Company or its Subsidiary and whether with or
without advance notice. For the avoidance of doubt, no period of notice that is given or that
ought to have been given under applicable law in respect of such Termination of Service will be
utilized in determining entitlement under the Plan, the Stockholders Agreement or this Agreement.
Any action by the Company or its Subsidiary taken in accordance with the terms of the Plan and this
Agreement as set out aforesaid shall be deemed to fully and completely satisfy any liability or
obligation of the Company or its Subsidiary to the Optionee in respect of the Plan or this
Agreement arising from or in connection with such Termination of Service, including in respect of
any period of notice given or that ought to have been given under applicable law in respect of such
Termination of Service.




     Section 2.7 Partial Exercise. Any exercisable portion of the Options or all
the Options, if then wholly exercisable, may be exercised in whole or in part at any time prior to
the time when the Options or portion thereof becomes unexercisable.



     Section 2.8 Exercise of Options. The exercise of the Options shall be
governed by the terms of this Agreement and the terms of the Plan, including, without limitation,
the provisions of Article V of the Plan. In order to exercise an option, the Participant must
provide written notice of exercise to the Company in accordance with the Plan and this Agreement.



     Section 2.9 Manner of Exercise; Tax Withholding



          (a) To the extent permitted by law or the applicable listing rules, if any, the Optionee may
pay for the Shares with respect to which such Option or portion of such Option is exercised through
(i) payment in cash; (ii) with the consent of the Administrator, the delivery of Shares which have
been owned by the Optionee for at least six months, duly endorsed for transfer to the Company with
a Fair Market Value on the date of delivery equal to the aggregate Exercise Price of the exercised
portion of the Option (provided such Common Stock is not subject to any repurchase, forfeiture,
unfulfilled vesting or other similar requirements), (iii) with the consent of the Administrator,
through the surrender of Shares then issuable upon exercise of the Option having a Fair Market
Value on the date of the exercise of the Option equal to the aggregate Exercise Price of the
exercised portion of the Option (in which case the Optionee will be deemed the legal owner of such
surrendered Shares at the time of the exercise of the Option), or (iv) through a cashless exercise
program (effectuated through a broker) approved by the Administrator.




          (b) The Optionee shall pay to the Company or any applicable Subsidiary, or make provision
satisfactory to the Company or such Subsidiary, for payment of, any taxes required by law to be
withheld in connection with the grant, vesting, assignment, and/or exercise of any portion of the
Option, as applicable. With respect to any portion of the Option that is exercised (i) prior to an
IPO, (ii) prior to a Change in Control, and (iii) within the period beginning on the date ninety
(90) days prior to the date the Option is scheduled to expire pursuant to Section 2.6(a)(ii) or
Section 2.6(a)(iv) and ending on the date such option is scheduled to expire pursuant to Section
2.6(a)(ii) or Section 2.6(a)(iv), as applicable, and subject to any applicable legal conditions or
restrictions, the Company shall, upon the Optionee’s






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request, withhold from the shares of Common Stock otherwise issuable to the Optionee upon the
exercise of the Option or any portion thereof a number of whole Shares having a Fair Market Value,
determined as of the date of exercise, not in excess of the minimum of tax required to be withheld
by law (or such lower amount as may be necessary to avoid variable award accounting); provided that
the foregoing is at such time permitted under the terms of the agreements governing any
indebtedness to which the Company or any of its Subsidiaries may be a party; and provided, further
that no fractional shares of Common Stock will be retained to satisfy any portion of the
withholding tax and the Optionee hereby agrees to satisfy any additional amount of withholding
taxes that are not satisfied through the retention of shares of Common Stock by the Company. Any
shares of Common Stock retained by the Company pursuant to this Section shall be deducted from the
underlying shares to be received by such Optionee upon exercise of the Option. Any adverse
consequences to the Optionee arising in connection with the Share withholding procedure set forth
in the preceding sentence shall be the sole responsibility of the Optionee.




ARTICLE
III

OTHER PROVISIONS




     Section 3.1 Optionee Representation; Not a Contract of Service. The Optionee
hereby represents that the Optionee’s execution of this Agreement and participation in the Plan is
voluntary and that the Optionee has in no way been induced to enter into this Agreement in exchange
for or as a requirement of the expectation of service with the Company or any of its Subsidiaries.
Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue as a
Service Provider or shall interfere with or restrict in any way the rights of the Company or its
Subsidiaries, which are hereby expressly reserved, to discharge the Optionee at any time for any
reason whatsoever, with or without Cause except pursuant to an employment or consulting agreement
executed by and between the Company and the Optionee and approved by the Board.



     Section 3.2 Shares Subject to Plan and Stockholders Agreement; Restrictions on the
Transfer of Options and Common Stock. The Optionee acknowledges that this Option and any
shares acquired upon exercise of the Option are subject to the terms of the Plan and the
Stockholders Agreement including, without limitation, the restrictions set forth in Sections 5.6
and 5.7 of the Plan.



     Section 3.3 Construction. This Agreement shall be administered, interpreted
and enforced under the laws of the state of Delaware.



     Section 3.4 Adjustments in EBITDA. The EBITDA Ranges specified in Appendix B
are based upon (i) certain revenue and expense assumptions about the future business of the
Company; (ii) a management model prepared by the Company for the projected financial performance of
the Company, which incorporates the desired internal rate of return on the investment by the
Principal Stockholders in debt and equity securities or instruments of the Company and its
Subsidiaries and (iii) the continued application of accounting policies used by the Company as of
the date the Option is granted. Accordingly, in the event that, after such date, the Administrator
determines, in its sole discretion, that any acquisition or disposition of any business by the
Company, any dividend or other distribution (whether in the form of cash,



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Common Stock, other securities, or other property), recapitalization, reclassification, stock
split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Common Stock or other securities of the Company, issuance of warrants or
other rights to purchase Common Stock or other securities of the Company, any unusual or
nonrecurring transactions or events affecting the Company, or the financial statements of the
Company, or change in applicable laws, regulations, or changes in generally accepted accounting
principles applicable to, or the accounting policies used by, the Company occurs such that an
adjustment is determined by the Administrator to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available with respect to the
Option, then the Administrator shall, subject to Section 8.1 of the Plan, in good faith and in such
manner as it may deem equitable, adjust the EBITDA Ranges to reflect the projected effect of such
transaction(s) or event(s) on the EBITDA Ranges.




     Section 3.5 Conformity to Securities Laws. The Optionee acknowledges that the
Plan is intended to conform to the extent necessary with all provisions of the Securities Act of
1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and any and all regulations and rules promulgated thereunder by the Securities and
Exchange Commission, including without limitation Rule 16b-3. Notwithstanding anything herein to
the contrary, the Plan, the Stockholders Agreement and this Agreement shall be administered, and
the Option is granted and may be exercised, only in such a manner as to conform to such laws, rules
and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be
deemed amended to the extent necessary to conform to such laws, rules and regulations.



     Section 3.6 Amendment, Suspension and Termination. The Option may be wholly
or partially amended or otherwise modified, suspended or terminated at any time or from time to
time by the Administrator or the Board, provided that, except as provided by Section 8.1 of the
Plan, neither the amendment, suspension nor termination of this Agreement shall, without the
consent of the Optionee, alter or impair any rights or obligations under the Option.



ARTICLE
IV

DEFINITIONS




     Whenever the following terms are used in this Agreement, they shall have the meaning specified
below unless the context clearly indicates to the contrary. Capitalized terms used in this
Agreement and not defined below shall have the meaning given such terms in the Plan. The singular
pronoun shall include the plural, where the context so indicates.



     Section 4.1 [Intentionally omitted.]



     Section 4.2 Agreement. “Agreement” shall have the meaning set forth in the
Stock Option Grant Notice.



     Section 4.3 [Intentionally omitted.]



     Section 4.4 Cause. “Cause” shall mean,



          (a) the Board’s determination that the Optionee failed to substantially perform






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his or her duties (other than any such failure resulting from the Optionee’s disability) which
is not remedied within ten days after receipt of written notice from the Company or one of its
Subsidiaries, as applicable, specifying such failure;




          (b) the Board’s determination that the Optionee failed to carry out, or comply with any lawful
and reasonable directive of the Board or the Optionee’s immediate supervisor, which is not remedied
within ten days after receipt of written notice from the Company or one of its Subsidiaries, as
applicable, specifying such failure;




          (c) the Optionee’s conviction, plea of no contest, plea of nolo contendere, or imposition of
unadjudicated probation for any felony or a crime involving moral turpitude;




          (d) the Optionee’s unlawful use (including being under the influence) or possession of illegal
drugs on the Company’s or one of its Subsidiaries’, as applicable, premises or while performing the
Optionee’s duties and responsibilities; or




          (e) the Optionee’s commission of a material act of fraud, embezzlement, misappropriation,
willful misconduct, or breach of fiduciary duty against the Company or one of its Subsidiaries, as
applicable.



Notwithstanding the foregoing, if the Optionee is a party to a written employment or consulting
agreement with the Company (or one of its Subsidiaries), then “Cause” shall be as such term is
defined in the applicable written employment or consulting agreement.




     Section 4.5 Company. “Company” shall mean SS&C Technologies Holdings, Inc.



     Section 4.6 EBITDA. “EBITDA” for a given Fiscal Year shall mean consolidated
earnings before interest, taxes, depreciation, and amortization of the Company and its consolidated
Subsidiaries, adjusted for management fees paid to the Principal Stockholders, or its Affiliates,
less all annual bonuses payable with respect to the applicable Fiscal Year to the extent not
deducted, as reflected on the Company’s audited consolidated financial statements for such Fiscal
Year, but excluding certain extraordinary and non-recurring items as determined by the
Administrator. EBITDA shall include earnings from any company acquired by the Company on or before
March 31, 2006.



     Section 4.7 EBITDA Range. “EBITDA Range” for a given year shall be as set
forth in Appendix B of this Agreement, subject to the provisions of Section 3.4.



     Section 4.8 Exercise Price. “Exercise Price” shall mean the per share price
set forth in the Stock Option Grant Notice.



     Section 4.9 Final Expiration Date. “Final Expiration Date” shall mean the
date set forth in the Stock Option Grant Notice.



     Section 4.10 Fiscal Year. “Fiscal Year” shall mean the fiscal year of the
Company, as in effect from time to time.



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     Section 4.11 Grant Date. “Grant Date” shall be the date set forth in the
Stock Option Grant Notice.



     Section 4.12 “IPO” means the Company’s initial public offering of Common Stock
pursuant to a registration statement filed in accordance with the Securities Act.



     Section 4.13 Internal Rate of Return. “Internal Rate of Return” shall mean,
with respect to any Investment, a dollar amount representing a 40% Investor Return on such
Investment.



     For purposes of calculating the Internal Rate of Return:



     (x) The amount of an Investment shall be the amount paid by such Principal Stockholder to any
Person (including, without limitation, the Company, any Subsidiary, or any underwriter) for the
purchase of equity securities; provided that if such Principal Stockholder shall have acquired such
equity securities directly from another Principal Stockholder or through an uninterrupted series of
Principal Stockholders, the amount of such Investment shall be the amount initially paid to
purchase such equity securities from a Person other than a Principal Stockholder; and



     (y) The initial date of an Investment shall be the date such Principal Stockholder purchased
such equity securities from any Person (including, without limitation, the Company, any Subsidiary,
or any underwriter); provided that if such Principal Stockholder acquired such equity securities
directly from another Principal Stockholder or through an uninterrupted series of Principal
Stockholders, the initial date of such Investment shall be the date such equity securities were
initially acquired from a Person other than a Principal Stockholder.



     Section 4.14 Investment. “Investment” shall mean any investment of funds by
the Principal Stockholders in equity securities of the Company and its Subsidiaries.



     Section 4.15 Investor Return. “Investor Return” shall mean the annual
compounded pre-tax internal rate of return on a given Investment determined with respect to the
period beginning on the initial date of such Investment and ending on the effective date of a
Liquidity Event.



     Section 4.16 Liquidity Event. “Liquidity Event” shall mean either (a) the
consummation of the sale, transfer, conveyance or other disposition in one or a series of related
transactions, of the equity securities of the Company or its successor held, directly or
indirectly, by all of the Principal Stockholders in exchange for currency, such that immediately
following such transaction (or series of related transactions), the total number of all equity
securities held, directly or indirectly, by all of the Principal Stockholders and any Affiliate of
any Principal Stockholder(s) is, in the aggregate, less than 50% of the total number of equity
securities (as adjusted for the occurrence of a Corporate Event) held, directly or indirectly, by
all of the Principal Stockholders immediately following the consummation of the IPO; or (b) the
consummation of the sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or a series of related transactions, of all or substantially all
of the assets of the Company, or the Company and its Subsidiaries taken as a whole, to any “person”
(as such term is defined in Section 13(d)(3) of the Exchange Act) other than to any



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Principal Stockholder(s) or an Affiliate of any Principal Stockholder(s). For the avoidance
of doubt, the IPO shall not constitute a “Liquidity Event.”




     Section 4.17 Liquidity Proceeds. “Liquidity Proceeds” shall mean the sum of
(a) the aggregate fair-market value of the consideration actually received (excluding any
management or similar fees) by the Principal Stockholders on their Investment in connection with a
Liquidity Event, after taking into account all post closing adjustments and after deducting all
transaction costs and expenses, and assuming exercise of all options and warrants to purchase
equity securities of the Company outstanding as of the effective date of such Liquidity Event
(after giving effect to different dates of investment, if any, and after giving effect to any
dilution of securities or instruments arising in connection with such Liquidity Event); provided
however, that if the Principal Stockholders retain any Investment or portion thereof following such
Liquidity Event, the fair market value of such Investment (or portion) immediately following such
Liquidity Event shall be deemed “consideration received” for purposes of calculating the Liquidity
Proceeds, and provided further that the fair market value of any non-cash consideration (including
stock) shall be determined by the Board in its sole discretion as of the date of such Liquidity
Event and (b) the amount of cash dividends the Principal Stockholders receive on the Investment
from time to time.



     Section 4.18 Option(s). “Option(s)” shall mean the option(s) to purchase
Common Stock granted under this Agreement.



     Section 4.19 Performance Options. “Performance Option(s)” shall mean the
portion of the Options designated as Performance Options in the Stock Option Grant Notice.



     Section 4.20 Plan. “Plan” shall mean the 2006 Equity Incentive Plan of SS&C
Technologies Holdings, Inc.



     Section 4.21 Principal Stockholders. “Principal Stockholders” shall mean (i)
Carlyle Partners IV, L.P., a Delaware limited partnership, and CP IV Coinvestment, L.P. a Delaware
limited partnership, and (ii) any of their Affiliates to which (X) any of the Principal
Stockholders or any other Person transfers Common Stock or (Y) the Company issues Common Stock.



     Section 4.22 Share. “Share” shall mean a share of Common Stock.



     Section 4.23 Stock Option Grant Notice. “Stock Option Grant Notice” shall
mean the first page of this Agreement.



     Section 4.24 Superior Options. “Superior Options” shall mean the portion of
the Options designated as Superior Options in the Stock Option Grant Notice.



     Section 4.25 Time Options. “Time Options” shall mean the portion of the
Options designated as Time Options in the Stock Option Grant Notice.



     Section 4.26 Vesting Commencement Date. “Vesting Commencement Date” shall
have the meaning set forth in the Stock Option Grant Notice.



***






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APPENDIX B



EBITDA RANGES

($ Millions)





As of the end of the fiscal year




	 	 	 	 	 	 
	 
	 	Fiscal Year	 	 	EBITDA Range	 
	 	2010

	 	 	To be determined by the Board	 
	 	2011

	 	 	To be determined by the Board	 
	 







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