FORM OF SunGard Capital Corp. And SunGard Capital Corp. II Management Non- Qualified Performance-Based Option Agreement Amendment Dated June 25, 2010
Exhibit 10.2
FORM OF
SunGard Capital Corp. And SunGard Capital Corp. II
Management Non-Qualified Performance-Based Option Agreement
Management Non-Qualified Performance-Based Option Agreement
Amendment Dated June 25, 2010
This Amendment to the Management Non-Qualified Performance-Based Option Agreement (this
“Amendment”) is entered into by and between SunGard Capital Corp., a Delaware corporation
(the “Company”), SunGard Capital Corp. II, a Delaware corporation (together with the
Company, the “Companies”), and the “Optionee” named below, as of June 25, 2010.
WHEREAS, the Company maintains the SunGard 2005 Management Incentive Plan, as amended (the
“Plan”), for the benefit of its and its affiliates’ eligible employees, non-employee
directors, and consultants and advisors who perform services for the Company or its affiliates;
WHEREAS, the Companies and the Optionee entered into the Management Non-Qualified
Performance-Based Option Agreement under the Plan (the “Agreement”), pursuant to which the
Companies granted the Optionee a non-qualified stock option to purchase the number of Units (as
defined in the Agreement) stated therein, dated _____, 200_____
(the “Option”);
WHEREAS, Section 9 of the Plan provides that the Administrator (as defined in the Plan) may at
any time amend the Option for any purpose which may at the time be permitted by law; provided,
that, the Administrator may not, without the Optionee’s consent, alter the terms of the Option so
as to affect adversely the Optionee’s rights under the Option;
WHEREAS, the Board has determined that this Amendment does not adversely affect the Optionee’s
rights under the Option;
WHEREAS, this Amendment applies to the portion of the Option that could be earned with respect
to performance for any calendar years after 2010 as follows:
If the Option was granted in 2007, this Amendment applies to calendar year 2011.
If the Option was granted in 2008, this Amendment applies to calendar years 2011 and 2012.
If the Option was granted in 2009, this Amendment applies to calendar years 2011, 2012 and
2013.
If the Option was granted in 2010, this Amendment applies to calendar years 2011, 2012, 2013
and 2014.
WHEREAS, this Amendment is not intended to modify the terms of any previous amendment;
NOW, THEREFORE, in consideration of the above recitals and the promises set forth in the Plan,
the Agreement and this Amendment, the parties agree as follows:
| 1. | Schedule A to the Agreement is hereby amended by adding the following new paragraphs to the end: |
“Performance Goals for Years After 2010:
1. Notwithstanding the foregoing as amended from time to time, the foregoing Base Case
performance goals shall be amended with respect to each calendar year after 2010.
As amended, with respect to each of the calendar years after 2010, the Option
shall be earned to the extent that the Amended Base Case (as defined below) for each such
calendar year is achieved during such period as follows, and the portion of the Option
that is earned for such calendar year shall vest in accordance with the vesting schedule
set forth in paragraph (2) below:
(a) If Actual Internal EBITA for such calendar year is less than or equal to 95% of
the Amended Base Case for that year, the Option will not be earned for any Units at the
end of that year;
(b) If Actual Internal EBITA for such calendar year is between 95% and 100% of the
Amended Base Case for that year, the number of Units underlying the Option that will be
earned at the end of that year will be determined by interpolation at the linear rate of
1/56.25 of the Units per one percentage point of Actual Internal EBITA (rounded to the
nearest .0001 of a Unit); and
(c) If Actual Internal EBITA for such calendar year is greater than 100% of the
Amended Base Case for that year, the Option shall not be earned for any further Units than
provided above until Actual Internal EBITA for such calendar year is equal to or greater
than 100% of the Original Base Case (as defined below) for that year as such target
appears in the Original Agreement (as defined below), at which point the Option shall be
earned as follows:
(i) If Actual Internal EBITA for such calendar year is between 100% and 106.25% of
the Original Base Case for that year, the number of Units underlying the Option that will
be earned for the calendar year will be the sum of (x) the number of Units calculated in
accordance with paragraph (b) above and (y) an amount determined by interpolation at the
linear rate of 1/56.25 of the Units per one percentage point of Actual Internal EBITA
(rounded to the nearest .0001 of a Unit) between 100% and 106.25% of the Original Base
Case; and
(ii) If Actual Internal EBITA for such calendar year is equal to or greater than
106.25% of the Original Base Case for that year, the Option shall be earned for 1/5 of the
Units (rounded to the nearest .0001 of a Unit) at the end of that year.
2. All Options earned as described above for calendar years after 2010 shall vest
and be exercisable as of the end of the applicable calendar year, to the extent earned,
subject to the other terms of the Agreement.
3. For vesting in years after 2010, cumulative vesting, if applicable, will not be
available.
| • | For purposes of this Amendment, for calendar years after 2010: |
“Amended Base Case” means the Actual Internal EBITA target for the Company
for each calendar year after 2010 as follows: the Company’s final consolidated
budgeted EBITA, as approved by the Board or Compensation Committee and as appears in the
Company’s operating budget for the applicable calendar year after 2010.
“Original Base Case” means the Base Case for applicable years after 2010 as
set forth in this Agreement before this Amendment.
“Original Agreement” means this Agreement as in effect before this Amendment,
including any prior amendments.”
| 2. | This Amendment shall apply to the portion of the Option to be earned with respect to calendar years in the Performance Period after 2010. | |
| 3. | In all respects not amended, the Agreement is hereby ratified and confirmed. |
IN WITNESS WHEREOF, the Companies agree to the terms of the foregoing Amendment as of the date
first written above.
| SunGard Capital Corp. and | SUNGARD CAPITAL CORP. | |||||
| SunGard Capital Corp. II | SUNGARD CAPITAL CORP. II | |||||
| By: | ||||||
| Optionee | Name of Optionee | |||||
FORM OF
SunGard Capital Corp. And SunGard Capital Corp. II
Management Performance-Based Restricted Stock Unit Agreement
Management Performance-Based Restricted Stock Unit Agreement
Amendment Dated June 25, 2010
This Amendment to the Management Performance-Based Restricted Stock Unit Agreement (this
“Amendment”) is entered into by and between SunGard Capital Corp., a Delaware corporation
(the “Company”), SunGard Capital Corp. II, a Delaware corporation (together with the
Company, the “Companies”), and the “Grantee” named below, on June 25, 2010.
WHEREAS, the Company maintains the SunGard 2005 Management Incentive Plan, as amended (the
“Plan”), for the benefit of its and its affiliates’ eligible employees, non-employee
directors, and consultants and advisors who perform services for the Company or its affiliates;
WHEREAS, the Companies and the Grantee entered into the Management Performance-Based
Restricted Stock Unit Agreement under the Plan (the “Agreement”), pursuant to which the
Companies granted the Grantee Restricted Stock Units for the number of Units (as defined in the
Agreement) stated therein, dated
_____, 200_____
(the “Stock Units”);
WHEREAS, Section 9 of the Plan provides that the Administrator (as defined in the Plan) may at
any time amend the Stock Units for any purpose which may at the time be permitted by law; provided,
that, the Administrator may not, without the Grantee’s consent, alter the terms of the Stock Units
so as to affect adversely the Grantee’s rights under the Stock Units;
WHEREAS, the Board has determined that this Amendment does not adversely affect the Grantee’s
rights under the Stock Units;
WHEREAS, this Amendment applies to the portion of the Stock Units that could be earned with
respect to performance for any calendar years after 2010 as follows:
If the Stock Units were granted in 2007, this Amendment applies to calendar year 2011.
If the Stock Units were granted in 2008, this Amendment applies to calendar years 2011 and
2012.
If the Stock Units were granted in 2009, this Amendment applies to calendar years 2011, 2012
and 2013.
If the Stock Units were granted in 2010, this Amendment applies to calendar years 2011,
2012, 2013 and 2014.
WHEREAS, this Amendment is not intended to modify the terms of any previous amendment;
NOW, THEREFORE, in consideration of the above recitals and the promises set forth in the Plan,
the Agreement and this Amendment, the parties agree as follows:
| 4. | Schedule A to the Agreement is hereby amended by adding the following new paragraphs to the end: |
“Performance Goals for Years After 2010:
1. Notwithstanding the foregoing as amended from time to time, the foregoing Base Case
performance goals shall be amended with respect to each calendar year after 2010.
As amended, with respect to each of the calendar years after 2010, the Stock Units
shall be earned to the extent that the Amended Base Case (as defined below) for each such
calendar year is achieved during such period as follows, and the portion of the Stock
Units that is earned for such calendar year shall vest in accordance with the vesting
schedule set forth in paragraph (2) below:
(a) If Actual Internal EBITA for such calendar year is less than or equal to 95% of
the Amended Base Case for that year, no Stock Units will be earned at the end of that
year;
(b) If Actual Internal EBITA for such calendar year is between 95% and 100% of the
Amended Base Case for that year, the number of Stock Units that will be earned at the end
of that year will be determined by interpolation at the linear rate of 1/56.25 of the
Stock Units per one percentage point of Actual Internal EBITA (rounded to the nearest
..0001 of a Stock Unit); and
(c) If Actual Internal EBITA for such calendar year is greater than 100% of the
Amended Base Case for that year, then no further Stock Units shall be earned other than
provided above until Actual Internal EBITA for such calendar year is equal to or greater
than 100% of the Original Base Case (as defined below) for that year as such target
appears in the Original Agreement (as defined below), at which point the Stock Units shall
be earned as follows:
(i) If Actual Internal EBITA for such calendar year is between 100% and 106.25% of
the Original Base Case for that year, the number of Stock Units that will be earned for
the calendar year will be the sum of (x) the number of Stock Units calculated in
accordance with paragraph (b) above and (y) an amount determined by interpolation at the
linear rate of 1/56.25 of the Stock Units per one percentage point of Actual Internal
EBITA (rounded to the nearest .0001 of a Stock Unit) between 100% and 106.25% of the
Original Base Case; and
(ii) If Actual Internal EBITA for such calendar year is equal to or greater than
106.25% of the Original Base Case for that year, 1/5 of the Stock Units shall be earned
(rounded to the nearest .0001 of a Stock Unit) at the end of that year.
2. All Stock Units earned as described above for calendar years after 2010 shall
vest as of the end of the applicable calendar year, to the extent earned, and subject to
the other terms of the Agreement.
3. For vesting in years after 2010, cumulative vesting, if applicable, will not be
available.
| • | For purposes of this Amendment, for calendar years after 2010: |
“Amended Base Case” means the Actual Internal EBITA target for the Company
for each calendar year after 2010 as follows: the Company’s final consolidated
budgeted EBITA, as approved by the Board or Compensation Committee and as appears in the
Company’s operating budget for the applicable calendar year after 2010.
“Original Base Case” means the Base Case for applicable years after 2010 as
set forth in this Agreement before this Amendment.
“Original Agreement” means this Agreement as in effect before this Amendment,
including any prior amendments.”
| 5. | This Amendment shall apply to the portion of the Stock Units to be earned with respect to calendar years in the Performance Period after 2010. | |
| 6. | In all respects not amended, the Agreement is hereby ratified and confirmed. |
IN WITNESS WHEREOF, the Companies agree to the terms of the foregoing Amendment as of the date
first written above.
| SunGard Capital Corp. and | SUNGARD CAPITAL CORP. | |||||
| SunGard Capital Corp. II | SUNGARD CAPITAL CORP. II | |||||
| By: | ||||||
| Grantee | Name of Grantee | |||||
FORM OF
SunGard Capital Corp. And SunGard Capital Corp. II
Management Non-Qualified Performance-Based Class A Option Agreement
Management Non-Qualified Performance-Based Class A Option Agreement
Amendment Dated June 25, 2010
This Amendment to the Management Non-Qualified Performance-Based Class A Option Agreement
(this “Amendment”) is entered into by and between SunGard Capital Corp., a Delaware
corporation (the “Company”), SunGard Capital Corp. II, a Delaware corporation (together
with the Company, the “Companies”), and the “Optionee” named below, as of June 25,
2010.
WHEREAS, the Company maintains the SunGard 2005 Management Incentive Plan, as amended (the
“Plan”), for the benefit of its and its affiliates’ eligible employees, non-employee
directors, and consultants and advisors who perform services for the Company or its affiliates;
WHEREAS, the Companies and the Optionee entered into the Management Non-Qualified
Performance-Based Class A Option Agreement under the Plan (the “Agreement”), pursuant to
which the Companies granted the Optionee a non-qualified stock option to purchase the number of
Shares (as defined in the Agreement) stated therein, dated _____, 200_____
(the “Option”);
WHEREAS, Section 9 of the Plan provides that the Administrator (as defined in the Plan) may at
any time amend the Option for any purpose which may at the time be permitted by law; provided,
that, the Administrator may not, without the Optionee’s consent, alter the terms of the Option so
as to affect adversely the Optionee’s rights under the Option;
WHEREAS, the Board has determined that this Amendment does not adversely affect the Optionee’s
rights under the Option;
WHEREAS, this Amendment applies to the portion of the Option that could be earned with respect
to performance for any calendar years after 2010 as follows:
If the Option was granted in 2007, this Amendment applies to calendar year 2011.
If the Option was granted in 2008, this Amendment applies to calendar years 2011 and 2012.
If the Option was granted in 2009, this Amendment applies to calendar years 2011, 2012 and
2013.
If the Option was granted in 2010, this Amendment applies to calendar years 2011, 2012, 2013
and 2014.
WHEREAS, this Amendment is not intended to modify the terms of any previous amendment;
NOW, THEREFORE, in consideration of the above recitals and the promises set forth in the Plan,
the Agreement and this Amendment, the parties agree as follows:
| 7. | Schedule A to the Agreement is hereby amended by adding the following new paragraphs to the end: |
“Performance Goals for Years After 2010:
1. Notwithstanding the foregoing as amended from time to time, the foregoing Base Case
performance goals shall be amended with respect to each calendar year after 2010.
As amended, with respect to each of the calendar years after 2010, the Option
shall be earned to the extent that the Amended Base Case (as defined below) for each such
calendar year is achieved during such period as follows, and the portion of the Option
that is earned for such calendar year shall vest in accordance with the vesting schedule
set forth in paragraph (2) below:
(a) If Actual Internal EBITA for such calendar year is less than or equal to 95% of
the Amended Base Case for that year, the Option will not be earned for any Shares at the
end of that year;
(b) If Actual Internal EBITA for such calendar year is between 95% and 100% of the
Amended Base Case for that year, the number of Shares underlying the Option that will be
earned at the end of that year will be determined by interpolation at the linear rate of
1/56.25 of the Shares per one percentage point of Actual Internal EBITA (rounded to the
nearest .0001 of a Share); and
(c) If Actual Internal EBITA for such calendar year is greater than 100% of the
Amended Base Case for that year, the Option shall not be earned for any further Shares
than provided above until Actual Internal EBITA for such calendar year is equal to or
greater than 100% of the Original Base Case (as defined below) for that year as such
target appears in the Original Agreement (as defined below), at which point the Option
shall be earned as follows:
(i) If Actual Internal EBITA for such calendar year is between 100% and 106.25% of
the Original Base Case for that year, the number of Shares underlying the Option that will
be earned for the calendar year will be the sum of (x) the number of Shares calculated in
accordance with paragraph (b) above and (y) an amount determined by interpolation at the
linear rate of 1/56.25 of the Shares per one percentage point of Actual Internal EBITA
(rounded to the nearest .0001 of a Share) between 100% and 106.25% of the Original Base
Case; and
(ii) If Actual Internal EBITA for such calendar year is equal to or greater than
106.25% of the Original Base Case for that year, the Option shall be earned for 1/5 of the
Shares (rounded to the nearest .0001 of a Share) at the end of that year.
2. All Options earned as described above for calendar years after 2010 shall vest
and be exercisable as of the end of the applicable calendar year, to the extent earned,
subject to the other terms of the Agreement.
3. For vesting in years after 2010, cumulative vesting, if applicable, will not be
available.
| • | For purposes of this Amendment, for calendar years after 2010: |
“Amended Base Case” means the Actual Internal EBITA target for the Company
for each calendar year after 2010 as follows: the Company’s final consolidated
budgeted EBITA, as approved by the Board or Compensation Committee and as appears in the
Company’s operating budget for the applicable calendar year after 2010.
“Original Base Case” means the Base Case for applicable years after 2010 as
set forth in this Agreement before this Amendment.
“Original Agreement” means this Agreement as in effect before this Amendment,
including any prior amendments.”
| 8. | This Amendment shall apply to the portion of the Option to be earned with respect to calendar years in the Performance Period after 2010. | |
| 9. | In all respects not amended, the Agreement is hereby ratified and confirmed. |
IN WITNESS WHEREOF, the Companies agree to the terms of the foregoing Amendment as of the date
first written above.
| SunGard Capital Corp. and | SUNGARD CAPITAL CORP. | |||||
| SunGard Capital Corp. II | SUNGARD CAPITAL CORP. II | |||||
| By: | ||||||
| Optionee | Name of Optionee | |||||
