Common use of Performance-Based Options Clause in Contracts

Performance-Based Options. On or before December 31, 2010, performance-based options with respect to 8.3545% of Total Equity (19,738,786.9512 Units) shall have been granted by Capital Corp. and Capital Corp. II to Senior Managers, consisting of 7.7576% of Total Equity (18,328,525.0878 Units) in grants made in connection with the Closing and the remaining 0.5969% (1,410,261.8634 Units) from a reserve pool for grants in connection with new hires, promotions, and rebalancing. At the end of each of 2006, 2007 and 2008, performance-based options shall be allocated among Senior Managers with respect to the excess, if any, of 0.11938% of Total Equity (282,052.3727 Units) over that percentage of Total Equity with respect to which performance-based options were granted in connection with new hires, promotions, and rebalancing in such year (such excess, the “Unused Performance-Based Pool”), and the percentage of Total Equity available for grants of performance-based options in connection with new hires, promotions, and rebalancing in subsequent years shall be correspondingly reduced. Each Senior Manager’s percentage share of the Unused Performance-Based Pool allocated in 2006, 2007, or 2008 (subject to such Senior Manager’s continued employment with SunGard) shall equal (x) the number of equity units covered by performance-based options included in such Senior Manager’s initial option award, divided by (y) the total number of equity units covered by all performance-based options included in initial option awards granted on the Closing Date to all Senior Managers (who are employed by SunGard or any of its affiliates at the time of allocation) as a group (excluding the CEO).

Performance-Based Options. On or before December 31, 2010, performance-based options with respect to 8.3545% of Total Equity (19,738,786.9512 Units) shall have been granted by Capital Corp. and Capital Corp. II to Senior Managers, consisting of 7.7576% of Total Equity (18,328,525.0878 Units) in grants made in connection with the Closing and the remaining 0.5969% (1,410,261.8634 Units) from a reserve pool for grants in connection with new hires, promotions, and rebalancing. At the end of each of 2006, 2007 and 2008, performance-based options shall be allocated among Senior Managers with respect to the excess, if any, of 0.11938% of Total Equity (282,052.3727 Units) over that percentage of Total Equity with respect to which performance-based options were granted in connection with new hires, promotions, and rebalancing in such year (such excess, the “Unused Performance-Based Pool”), and the percentage of Total Equity available for grants of performance-based options in connection with new hires, promotions, and rebalancing in subsequent years shall be correspondingly reduced. Each Senior Manager’s percentage share of the Unused Performance-Based Pool allocated in 2006, 2007, or 2008 (subject to such Senior Manager’s continued employment with SunGardthe Employer) shall equal (x) the number of equity units covered by performance-based options included in such Senior Manager’s initial option award, divided by (y) the total number of equity units covered by all performance-based options included in initial option awards granted on the Closing Date to all Senior Managers (who are employed by SunGard or any of its affiliates at the time of allocation) as a group (excluding the CEO).

Performance-Based Options. On or before December 31, 2010, performance-based options with respect to 8.3545% of Total Equity (19,738,786.9512 Units) shall have been granted by Capital Corp. and Capital Corp. II to Senior Managers, consisting of 7.7576% of Total Equity (18,328,525.0878 Units) in grants made in connection with the Closing and the remaining 0.5969% (1,410,261.8634 Units) from a reserve pool for grants in connection with new hires, promotions, and rebalancing. At the end of each of 2006, 2007 and 2008, performance-based options shall be allocated among Senior Managers with respect to the excess, if any, of 0.11938% of Total Equity (282,052.3727 Units) over that percentage of Total Equity with respect to which performance-based options were granted in connection with new hires, promotions, and rebalancing in such year (such excess, the “Unused Performance-Based Pool”), and the percentage of Total Equity available for grants of performance-based options in connection with new hires, promotions, and rebalancing in subsequent years shall be correspondingly reduced. Each Senior Manager’s percentage share of the Unused Performance-Based Pool allocated in 2006, 2007, or 2008 (subject to such Senior Manager’s continued employment with SunGard) shall equal (x) the number of equity units covered by performance-based options included in such Senior Manager’s initial option award, divided by (y) the total number of equity units covered by all performance-based options included in initial option awards granted on the Closing Date to all Senior Managers (who are employed by SunGard or any of its affiliates at the time of allocation) as a group (excluding the CEOExecutive).