Exhibit 10.1**THE ULTIMATE SOFTWARE GROUP, INC.****AMENDED AND RESTATED CHANGE IN CONTROL BONUS PLAN****FOR EXECUTIVE OFFICERS****Section 1. Purpose**     The purpose of The Ultimate Software Group, Inc. Amended and Restated Change in Control BonusPlan for Executive Officers is to provide cash bonus payments to certain executive officers of theCompany upon a Change in Control of the Company. The Plan is designed to promote the interests ofthe Company and its shareholders by providing an additional incentive to management to maximize thevalue of the Company’s business and its common stock.**Section 2. Definitions**     The following capitalized words as used herein shall have the following meanings:     (a) “Award” means the contingent right of a Participant to receive a cash paymentunder the Plan upon a Change in Control of the Company, subject to such terms and conditions as theCommittee may establish under the terms of the Plan.     (b) “Board” means the Board of Directors of the Company.     (c) “Change in Control” shall have the same meaning as the term “Change of Control,”as set forth in the Company’s Amended and Restated 2005 Equity and Incentive Plan, effective as ofMay 15, 2007.     (d) “CIC Plans” means this Plan and The Ultimate Software Group, Inc. Amended andRestated Change in Control Bonus Plan for Officers and Employees.     (e) “Committee” means the Compensation Committee of the Board, or such other committeeof the Board that the Board shall designate from time to time to administer the Plan.     (f) “Company” means The Ultimate Software Group, Inc., a Delaware company.     (g) “Participant” means an officer of the Company who has been granted an Award underthe Plan.     (h) “Plan” means The Ultimate Software Group, Inc. Amended and Restated Change inControl Bonus Plan for Executive Officers, as it may be amended from time to time.
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     (i) “Sales Proceeds” means the fair market value of the gross consideration receivedby the Company or its stockholders in the Change in Control transaction, as determined by theCommittee in good faith immediately prior to the consummation of the Change in Control, taking intoaccount such factors as the Committee deems appropriate.**Section 3. Plan Administration**     (a) Committee Members. The Plan shall be administered by the Committee. TheCommittee shall have such powers and authority as may be necessary or appropriate for the Committeeto carry out its functions as described in the Plan. No member of the Committee shall be liablefor any action or determination made in good faith by the Committee with respect to the Plan or anyAward thereunder.     (b) Discretionary Authority. Subject to the express limitations of the Plan, theCommittee shall have authority in its discretion to determine the time or times at which Awards maybe granted, the recipients of Awards, and all other terms of Awards under the Plan. The Committeeshall also have discretionary authority to interpret the Plan, to make all factual determinationsunder the Plan, and to make all other determinations necessary or advisable for the administrationof the Plan. The Committee may prescribe, amend, and rescind rules and regulations relating to thePlan. All interpretations, determinations, and actions by the Committee shall be final,conclusive, and binding upon all parties.**Section 4. Participation**     An officer of the Company who is designated by the Committee to participate in the Plan shallbe deemed a Participant in the Plan. The Participants are listed on Schedule A hereto.The Committee may designate additional Participants from time to time as it shall determine in itssole discretion.**Section 5. Grant of Awards**     The Committee shall determine the Participants to whom Awards are granted under the Plan andthe terms of payment under an Award in accordance with the terms of the Plan. The schedule ofAwards applicable to each Participant shall be as set forth in Schedule A hereto. TheCommittee may supplement Schedule A from time to time in its sole discretion withadditional Participants or additional Awards, but shall not reduce the entitlement of anyParticipant under any previously granted Award, except as provided in Section 9(b) hereof.**Section 6. Payment of Awards**     (a) Change in Control. Payments to Participants under the Plan shall be made onlyupon the consummation of a Change in Control transaction, provided that the Participant remainsemployed by the Company at the time of such consummation in accordance with Section 7 hereof.Payments to Participants shall be determined on the basis of a percentage of the Sales Proceeds inthe Change in Control transaction, or onsuch other basis as determined by the Committee in its sole discretion and as set forth inSchedule A hereto or in any other action in writing approved by the Committee.
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     (b) Limitation on Payments. The aggregate amount of payments to Participants(including any “280G gross-up payment” under Schedule A hereto) that may be made under theCIC Plans shall not exceed six percent (6%) of the Sales Proceeds. To the extent that theaggregate payments under the CIC Plans would otherwise exceed six percent (6%) of the SalesProceeds, the Committee shall reduce one or more payments, under either or both of the CIC Plans,in its discretion in the manner that it determines to be equitable and appropriate under thecircumstances.     (c) Time and Form of Payment. All payments to Participants hereunder shall be made insingle, lump-sum cash payments upon the consummation of the Change in Control transaction.     (d) Tax Withholding. All payments under this Plan shall be subject to applicableFederal and state income and employment taxes and any other amounts that the Company is required bylaw to deduct and withhold from such payment.**Section 7. Employment Requirement**     (a) Termination prior to Change in Control. Any payment to a Participant under thePlan shall be conditioned upon such Participant’s continued employment with the Company until theconsummation of the Change in Control. A Participant shall not be entitled to the payment under anAward if his or her employment is terminated at any time or for any reason prior to theconsummation of a Change in Control, including by reason of death, disability, retirement,voluntary or involuntary termination, or termination with or without cause.     (b) Termination following Change in Control. The termination of a Participant’semployment upon or following the consummation of a Change in Control shall not affect theParticipant’s right to payment under an Award, regardless of the reason for such termination.**Section 8. Unfunded Status**     All rights of Participants to benefits under the Plan are unfunded obligations of the Company.Plan benefits shall be paid from the general assets of the Company, and each of the Participantsshall have the status of an unsecured general creditor of the Company with respect to all interestsunder the Plan.**Section 9. General Provisions**     (a) Effective Date. The Plan, as amended and restated, shall become effective on July24, 2007.
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     (b) Term; Amendment and Termination.     (i) Unless otherwise amended, extended or terminated by the Board as provided inSection 9(b)(ii) below, the Plan shall terminate automatically on July 23, 2012. In theevent of such termination, all rights of Participants under the Plan shall be deemedextinguished unless a Change in Control has occurred prior to such date.     (ii) The Company may, from time to time prior to July 23, 2012, by action of the Board,amend or terminate the Plan at any time, provided that any resulting reduction in aParticipant’s right to payments under a previously granted Award shall be compensated for bya replacement plan or arrangement of comparable value to the affected Participant. On orbefore July 23, 2011, the Board shall consider whether to extend the term of the Plan orreplace the Plan with a plan or arrangement of comparable value to the Participants. Thedetermination of whether a replacement plan or arrangement is of comparable value shall bemade by the Committee in its sole discretion, acting in good faith and based upon the factsand circumstances existing at the time of the Committee’s determination.     (c) No Right to Employment. Nothing in the Plan shall be deemed to give anyParticipant the right to remain employed by the Company or any subsidiary or to limit, in any way,the right of the Company or any subsidiary to terminate, or to change the terms of, a Participant’semployment at any time.     (d) Governing Law. The Plan shall be governed by and construed in accordance with thelaws of Delaware, without regard to choice-of-law rules.**THE ULTIMATE SOFTWARE GROUP, INC.**
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**SCHEDULE A**