EX-10.1



 





EXECUTION COPY




Amendment to

Key Executive Separation Agreement




     This Amendment to the Key Executive Separation Agreement (the “Agreement”), dated as of
September 6, 2005, by and between The Bisys Group, Inc. (the “Company”) and Bruce Dalziel (the
“Executive”) is effective as of May 31, 2007 (the “Effective Date”).



     WHEREAS, the Company has determined that it is in the best interests of the Company and its
stockholders that the Agreement should be amended as set forth herein;



     NOW, THEREFORE, the Agreement is hereby amended as follows:




	1.	 	Section 8 of the Agreement is amended in its entirety to read as follows:






	 	8.	 	Additional Payment
	 
	 	 	 	If any of the payments or benefits received or to be received by the
Executive (whether pursuant to the terms of the Separation Agreement or any
other plan, arrangement or agreement (all such payments and benefits,
excluding the Gross-Up Payment, being hereinafter referred to as the “Total
Payments”)) will be subject to any excise tax imposed under Section 4999 of
the Internal Revenue Code of 1986, as amended (the “Excise Tax”), the
Company shall pay to the Executive an additional amount (the “Gross Up
Payment”) such that the net amount retained by the Executive, after
deduction of any Excise Tax on the Total Payments and any federal, state and
local income and employment taxes and Excise Tax upon the Gross-Up Payment,
and after taking into account the phase out of itemized deductions and
personal exemptions attributable to the Gross-Up Payment, shall be equal to
the Total Payments. Notwithstanding the foregoing, the amount of the
Gross-Up Payment together with the aggregate parachute payments (as such
term is defined below) payable to Executive shall not exceed $3.5 million in
the aggregate, based on the after tax cost to the Company of providing such
benefits.
	 
	 	 	 	For purposes of determining whether any of the Total Payments will be
subject to the Excise Tax and the amount of such Excise Tax, (a) all of the
Total Payments shall be treated as “parachute payments” (within the meaning
of Section 280G(b)(2) of the Code) unless the Company determines in good
faith that such payments or benefits (in whole or in part) do not constitute
parachute payments, (b) all “excess parachute payments” within the meaning
of Section 280G(b)(l) of the Code shall be treated as subject to the Excise
Tax unless the Company determines in good faith that such excess parachute
payments (in whole or in part) represent reasonable compensation for
services actually rendered (within the meaning of Section 280G(b)(4)(B) of
the Code) in excess of the Base




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	 	 	 	Amount allocable to such reasonable compensation, or are otherwise not
subject to the Excise Tax, and (c) the value of any noncash benefits or any
deferred payment or benefit shall be determined by the Company and its
advisors in accordance with the principles of Sections 280G(d)(3) and (4) of
the Code. For purposes of determining the amount of the Gross-Up Payment,
the Executive shall be deemed to pay federal income tax at the highest
marginal rate of federal income taxation in the calendar year in which the
Gross-Up Payment is to be made and state and local income taxes at the
highest marginal rate of taxation in the state and locality of the
Executive’s residence on the date of termination of the Executive’s
employment (or if the Executive’s employment is not terminated, then the
date on which the Gross-Up Payment is calculated for purposes of this
Section 8), net of the maximum reduction in federal income taxes which could
be obtained from deduction of such state and local taxes.
	 
	 	 	 	In the event that the Excise Tax is finally determined to be less than the
amount taken into account hereunder in calculating the Gross-Up Payment, the
Executive shall repay to the Company, within five (5) business days
following the time that the amount of such reduction in the Excise Tax is
finally determined, the portion of the Gross-Up Payment attributable to such
reduction plus that portion of the Gross-Up Payment attributable to the
Excise Tax and federal, state and local income and employment taxes imposed
on the Gross-Up Payment being repaid by the Executive, to the extent that
such repayment results in a reduction in the Excise Tax and a
dollar-for-dollar reduction in the Executive’s taxable income and wages for
purposes of federal, state and local income and employment taxes, plus
interest on the amount of such repayment at 120% of the rate provided in
Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is
determined to exceed the amount taken into account hereunder in calculating
the Gross-Up Payment (including by reason of any payment the existence or
amount of which cannot be determined at the time of the Gross-Up Payment),
the Company shall make an additional Gross-Up Payment in respect of such
excess (plus any interest, penalties or additions payable by the Executive
with respect to such excess) within five (5) business days following the
time that the amount of such excess is finally determined. The Executive
and the Company shall each reasonably cooperate with the other in connection
with any administrative or judicial proceedings concerning the existence or
amount of liability for Excise Tax with respect to the Total Payments.
	 
	 	 	 	Except as modified hereby, the Agreement shall remain in full force and effect.





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     IN WITNESS WHEREOF, the authorized representative of the Company and the Executive have
executed this Amendment to the Key Executive Separation Agreement, effective as of the Effective
Date.



	 	 	 	 	 
	 	THE BISYS GROUP, INC.

 	 
	 	By:  	/s/ Robert J. Casale
 	 
	 	 	Robert J. Casale 	 
	 	 	Interim President and CEO 	 
	 



	 	 	 	 	 
	 	 	 
	 	                                /s/ Bruce Dalziel
 	 
	 	BRUCE DALZIEL 	 
	 	 	 
	 




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