Common use of Time-Based Options Clause in Contracts

Time-Based Options. On or before December 31, 2010, time-based options with respect to 5.8581% of Total Equity (13,840,708.1995 Units) shall have been granted by Capital Corp. and Capital Corp. II, respectively. Time-based options to purchase equity units accounting for 5.4550% of Total Equity (12,888,326.6328 Units) will be granted at Closing, with (i) 3.5264% of Total Equity (8,331,732.5137 Units) in grants made to Senior Managers and 1.9286% of Total Equity (4,556,594.1191 Units) in grants made to Key Employees. The remaining 0.4031% (952,381.5666 Units) (0.3317% (783,688.8257 Units) for Senior Managers and 0.0714% (168,692.7409 Units) for Key Employees) will be held back to be granted in connection with future hires, promotions and rebalancing, with the excess, if any, of 0.08062% of Total Equity (190,476.3133 Units) over that percentage of Total Equity with respect to which time-based options were granted in connection with new hires, promotions, and rebalancing to be granted at the end of each of 2006 and 2007 to all persons (“Founders”) who received time-based options at Closing (such excess, the “Unused Time-Based Pool”); provided, that the percentage of Total Equity available for grants of time-based options in connection with new hires, promotions and rebalancing in subsequent years shall be correspondingly reduced. Each Founder’s percentage share of the Unused Time-Based Pool allocated in 2006 or 2007 (subject to such Founder’s employment with SunGard at the time of allocation) shall equal (x) the number of equity units covered by time-based options included in such Founder’s initial option award, divided by (y) the total number of equity units covered by all time-based options included in initial option awards granted on the Closing Date to all Founders (who are employed by SunGard or any of its affiliates at the time of allocation) as a group (excluding the CEO). For purposes of this Section 1.8(b), (i) “Senior Managers” shall mean those Founders who receive time-based options and performance-based options in connection with Closing, and (ii) “Key Employees” shall mean those Founders who receive time-based options, but not performance-based options, in connection with Closing.

Time-Based Options. On or before December 31, 2010, time-based options with respect to 5.8581% of Total Equity (13,840,708.1995 Units) shall have been granted by Capital Corp. and Capital Corp. II, respectively. Time-based options to purchase equity units accounting for 5.4550% of Total Equity (12,888,326.6328 Units) will be granted at Closing, with (i) 3.5264% of Total Equity (8,331,732.5137 Units) in grants made to Senior Managers and 1.9286% of Total Equity (4,556,594.1191 Units) in grants made to Key Employees. The remaining 0.4031% (952,381.5666 Units) (0.3317% (783,688.8257 Units) for Senior Managers and 0.0714% (168,692.7409 Units) for Key Employees) will be held back to be granted in connection with future hires, promotions and rebalancing, with the excess, if any, of 0.08062% of Total Equity (190,476.3133 Units) over that percentage of Total Equity with respect to which time-based options were granted in connection with new hires, promotions, and rebalancing to be granted at the end of each of 2006 and 2007 to all persons (“Founders”) who received time-based options at Closing (such excess, the “Unused Time-Based Pool”); provided, that the percentage of Total Equity available for grants of time-based options in connection with new hires, promotions and rebalancing in subsequent years shall be correspondingly reduced. Each Founder’s percentage share of the Unused Time-Based Pool allocated in 2006 or 2007 (subject to such Founder’s employment with SunGard the Employer at the time of allocation) shall equal (x) the number of equity units covered by time-based options included in such Founder’s initial option award, divided by (y) the total number of equity units covered by all time-based options included in initial option awards granted on the Closing Date to all Founders (who are employed by SunGard or any of its affiliates at the time of allocation) as a group (excluding the CEO). For purposes of this Section 1.8(b), (i) “Senior Managers” shall mean those Founders who receive time-based options and performance-based options in connection with Closing, and (ii) “Key Employees” shall mean those Founders who receive time-based options, but not performance-based options, in connection with Closing.

Time-Based Options. On or before December 31, 2010, time-based options with respect to 5.8581% of Total Equity (13,840,708.1995 Units) shall have been granted by Capital Corp. and Capital Corp. II, respectively. Time-based options to purchase equity units accounting for 5.4550% of Total Equity (12,888,326.6328 Units) will be granted at Closing, with (i) 3.5264% of Total Equity (8,331,732.5137 Units) in grants made to Senior Managers and 1.9286% of Total Equity (4,556,594.1191 Units) in grants made to Key Employees. The remaining 0.4031% (952,381.5666 Units) (0.3317% (783,688.8257 Units) for Senior Managers and 0.0714% (168,692.7409 Units) for Key Employees) will be held back to be granted in connection with future hires, promotions and rebalancing, with the excess, if any, of 0.08062% of Total Equity (190,476.3133 Units) over that percentage of Total Equity with respect to which time-based options were granted in connection with new hires, promotions, and rebalancing to be granted at the end of each of 2006 and 2007 to all persons (“Founders”) who received time-based options at Closing (such excess, the “Unused Time-Based Pool”); provided, that the percentage of Total Equity available for grants of time-based options in connection with new hires, promotions and rebalancing in subsequent years shall be correspondingly reduced. Each Founder’s percentage share of the Unused Time-Based Pool allocated in 2006 or 2007 (subject to such Founder’s employment with SunGard at the time of allocation) shall equal (x) the number of equity units covered by time-based options included in such Founder’s initial option award, divided by (y) the total number of equity units covered by all time-based options included in initial option awards granted on the Closing Date to all Founders (who are employed by SunGard or any of its affiliates at the time of allocation) as a group (excluding the CEOExecutive). For purposes of this Section 1.8(b), (i) “Senior Managers” shall mean those Founders who receive time-based options and performance-based options in connection with Closing, and (ii) “Key Employees” shall mean those Founders who receive time-based options, but not performance-based options, in connection with Closing.