SS&C TECHNOLOGIES HOLDINGS, INC. AMENDED AND RESTATED STOCK OPTION AGREEMENT
EXHIBIT 10.1
SS&C TECHNOLOGIES HOLDINGS, INC.
AMENDED AND RESTATED STOCK OPTION AGREEMENT
1. Grant of Option. On May 31, 2001 (the “Grant Date”), SS&C Technologies, Inc.,
a Delaware corporation, granted to Xxxxxxx X. Xxxxx (the “Optionee”), an option (the “Original
Option”), pursuant to the Company’s 1998 Stock Incentive Plan, as amended, to purchase an aggregate
of 150,000 shares of Common Stock, $.01 par value per share, of SS&C Technologies, Inc. at an
exercise price of $3.30 per share. On November 23, 2005, the Original Option was assumed (the
“Assumption”) by SS&C Technologies Holdings, Inc. (formerly known as Sunshine Acquisition
Corporation), a Delaware corporation (the “Company”), and automatically converted into an option
(the “Assumed Option”) for the Optionee to purchase 75,000 shares of the Company’s Common Stock,
$0.01 par value per share, at an exercise price of $6.60 per share. On March 10, 2010, the Company
effected an 8.5-for-1 split of its Common Stock, and the Assumed Option became an option to
purchase 637,500 shares of the Company’s Common Stock at an exercise price of $0.78 per share (the
“Exercise Price”). Pursuant to this Amended and Restated Stock Option Agreement, the Company and
the Optionee hereby agree that the Assumed Option shall be amended such that it becomes an option
(the “Option”) for the Optionee to purchase 637,500 shares (the “Shares”) of Class A Non-Voting
Common Stock, $0.01 par value per share, of the Company at the Exercise Price, purchasable as set
forth in, and subject to the terms and conditions of, this Option and the Company’s 1998 Stock
Incentive Plan, as amended and restated by the 2006 Amendment and Restatement (the “Plan”), which
is incorporated herein by reference. Unless earlier terminated, the Option shall expire on May 31,
2011 (the “Final Exercise Date”). Unless otherwise defined herein, the terms defined in the Plan
shall have the same defined meanings in this Option.
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It is intended that this Option shall be an Incentive Stock Option (“ISO”), as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”). To the extent that this Option is not an ISO it shall be treated as a nonstatutory stock option. | |
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It is intended that this Option shall not be an incentive stock option as defined in Section 422 of the Code. |
2. Vesting Schedule.
In connection with the Assumption, the Option became fully vested and exercisable on November
23, 2005.
The right of exercise shall be cumulative so that to the extent this Option is not exercised
in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in
part, with respect to all Shares for which it is vested until the earlier of the Final Exercise
Date or the termination of this Option under the provisions hereof or the Plan.
3. Exercise of Option. This Option shall be exercisable during its term in
accordance with the Vesting Schedule as follows:
(i) Right to Exercise.
(a) This Option may not be exercised for a fraction of a Share.
(b) In the event of the Optionee’s death or disability or if the Optionee ceases to be an
Eligible Participant (as defined below), the exercisability of this Option is governed by Sections
6 and 7 below, subject to the limitation contained in subsection 3(i)(c).
(c) In no event may this Option be exercised after the Final Exercise Date.
(ii) Method of Exercise. Unless the Company or its agents notify the Optionee of
alternate exercise procedures, each election to exercise this Option shall be in writing and shall
state the election to exercise this Option and the number of Shares with respect to which this
Option is being exercised. Such written notice shall be signed by the Optionee and shall be
delivered to the Secretary of the Company in person, by certified mail or by such other means
acceptable to the Company. The written notice shall be accompanied by payment of the Exercise
Price. This Option shall be deemed to be exercised upon receipt by the Company of such written
notice accompanied by the Exercise Price.
No Shares will be issued pursuant to the exercise of this Option unless such issuance and such
exercise shall comply with all relevant provisions of law and the requirements of any stock
exchange or stock market upon which the Shares may then be listed.
4. Method of Payment. Payment of the Exercise Price shall be by any of the
following, or a combination thereof at the election of the Optionee:
(i) cash; or
(ii) check; or
(iii) by delivery of an irrevocable and unconditional undertaking by a creditworthy broker to
deliver promptly to the Company sufficient funds to pay the Exercise Price, or by delivery by the
Optionee to the Company of a copy of irrevocable and unconditional instructions to a creditworthy
broker to deliver promptly to the Company cash or a check sufficient to pay the Exercise Price; or
(iv) surrender of other shares of common stock of the Company which (A) have been owned by the
Optionee for more than six (6) months on the date of surrender, and (B) have a Fair Market Value on
the date of surrender equal to the Exercise Price of the Shares as to which the Option is being
exercised.
5. Continuous Relationship with the Company Required. Except as otherwise
provided in Section 7 below, this Option may not be exercised unless the Optionee, at the time he
or she exercises this Option, is, and has been at all times since the Grant Date of this Option, an
employee, officer or director of, or consultant or advisor to, the Company or any parent or
subsidiary of the Company as defined in Section 424(e) or (f) of the Code (an “Eligible
Participant”).
6. Termination of Relationship with the Company. In the event the Optionee ceases
to be an Eligible Participant, the Optionee may, to the extent otherwise so entitled at the date of
such termination (the “Termination Date”), exercise this Option for a period of three months
following the Termination Date. To the extent that the Optionee was not entitled to exercise this
Option at the date of such termination, or if the Optionee does not exercise this Option within the
time specified herein, this Option shall terminate. Notwithstanding the foregoing, if the Optionee,
during the term of this Option, violates the non-competition or confidentiality provisions of any
employment contract, confidentiality and nondisclosure agreement or other agreement between the
Optionee and the Company, the right to exercise this Option shall terminate immediately upon such
violation.
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7. Exercise Period Upon Death or Disability. If the Optionee dies or becomes
disabled (within the meaning of Section 22(e)(3) of the Code) prior to the date of expiration of
this Option while he or she is
an Eligible Participant and the Company has not terminated such relationship for “Cause” as
specified in Section 8 below, this Option shall be exercisable, within the period of twelve (12)
months following the date of death or disability of the Optionee by the Optionee (or in the case of
death by an authorized transferee), provided that this Option shall be exercisable only to the
extent that this Option was exercisable by the Optionee on the date of his or her death or
disability, and further provided that this Option shall not be exercisable after the Final Exercise
Date.
8. Discharge for Cause. If the Optionee, prior to the date of expiration of this
Option, is discharged by the Company for “Cause” (as defined below), the right to exercise this
Option shall terminate immediately upon the effective date of such discharge. “Cause” shall mean
willful misconduct by the Optionee or willful failure by the Optionee to perform his or her
responsibilities to the Company (including, without limitation, breach by the Optionee of any
provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar
agreement between the Optionee and the Company), as determined by the Company, which determination
shall be conclusive. The Optionee shall be considered to have been discharged for Cause if the
Company determines, within 30 days after the Optionee’s resignation, that discharge for Cause was
warranted.
9. Non-Transferability of Option. This Option may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution and may be exercised during
the lifetime of Optionee only by Optionee. The terms of this Option shall be binding upon the
executors, administrators, heirs, successors and assigns of the Optionee.
10. Term of Option. This Option may be exercised only within the term expiring on
the Final Exercise Date, and may be exercised during such term only in accordance with the Plan and
the terms of this Option.
11. Withholding. No Shares will be issued pursuant to the exercise of this Option
unless and until the Optionee pays to the Company, or makes provision satisfactory to the Company
for payment of, any federal, state or local withholding taxes required by law to be withheld in
respect of this Option.
12. Acquisition Events. This Option shall become immediately exercisable in full
if, on or prior to the first anniversary of an Acquisition Event, the Optionee terminates his or
her employment for Good Reason or is terminated without Cause (for purposes of this Section 12, as
defined in the Plan) by the surviving or acquiring corporation.
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| SS&C TECHNOLOGIES HOLDINGS, INC. |
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| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxxx | |||
| Title: | President and Chief Operating Officer | |||
OPTIONEE ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY’S 1998
STOCK INCENTIVE PLAN AS AMENDED AND RESTATED BY THE 2006 AMENDMENT AND RESTATEMENT WHICH IS
INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION
OF EMPLOYMENT, DIRECTORSHIP, CONSULTANCY OR OTHER RELATIONSHIP WITH THE COMPANY, NOR SHALL IT
INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S
EMPLOYMENT OR CONSULTANCY OR OTHER RELATIONSHIP ANY TIME, WITH OR WITHOUT CAUSE.
OPTIONEE ACKNOWLEDGES AND AGREES THAT ANY SHARES ACQUIRED BY THE OPTIONEE UPON THE EXERCISE OF
THE OPTION SHALL BE SUBJECT TO THAT CERTAIN STOCKHOLDERS AGREEMENT DATED AS OF NOVEMBER 23, 2005,
AS AMENDED TO DATE, BY AND AMONG SS&C TECHNOLOGIES HOLDINGS, INC., CARLYLE PARTNERS IV, L.P., CPIV
COINVESTMENT, L.P. AND XXXXXXX X. XXXXX.
The Optionee acknowledges receipt of a copy of the Plan and represents that he is familiar
with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms
and provisions thereof. The Optionee has reviewed the Plan and this Option in their entirety, has
had an opportunity to obtain the advice of counsel prior to executing this Option and fully
understands all provisions of this Option. The Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Board of Directors of the Company upon
any questions arising under the Plan or this Option.
| Dated: May 24, 2011 | /s/ Xxxxxxx X. Xxxxx | |||
| Xxxxxxx X. Xxxxx | ||||
