SUNGARD DATA SYSTEMS INC.
Exhibit 10.9
SUNGARD DATA SYSTEMS INC.
Amendment No. 6 to
1986 Stock Option Plan
In accordance with the resolutions adopted by the Board of Directors of SunGard Data Systems Inc., a Delaware corporation (the Company), at its meeting held December 14, 2004, the SunGard Data Systems Inc. 1986 Stock Option Plan, as previously amended (the Plan), is amended as follows:
NEW SECTION 5(e). Effective as of December 14, 2004, new Section 5(e) is added to the Plan as follows:
(e) Spin-off. For all purposes of the Plan and any agreement thereunder, if a spin-off or comparable transaction in which the transferee is controlled by SunGard or its existing stockholders immediately prior to such transfer (a Spin-off) is completed, then:
(i) A participant in the Plan will not be deemed to have been terminated from the Company if the participant (Spun-off Participant) is, or becomes within two years after completion of the Spin-off, an employee or director of the public parent entity that results from the Spin-off (the Spun-off Parent) or any parent or subsidiary of the Spun-off Parent (collectively, the Spun-off Company).
(ii) If a Spun-off Participant ceases to be an employee or director of the Spun-off Company as a result of death or permanent disability (as determined by the Committee), then the provisions applicable to termination by death or disability shall apply at that time.
(iii) If a Spun-off Participant ceases to be an employee or director of the Spun-off Company other than by reason of death or permanent disability (as determined by the Committee), then the Spun-Off Participant shall be deemed to be terminated from the Company.
(iv) If a Spun-off Participant is an employee of a subsidiary of the Spun-off Parent and such subsidiary ceases to be a subsidiary of the Spun-off Parent, then the Spun-off Participant shall be deemed to be terminated from the Company unless Section 5(e)(v) is applicable.
(v) A Spun-off Participant shall not be deemed to be terminated from the Company if the Spun-off Participant is transferred (i) from the Spun-off Company to the Company (which transfer could occur by means of the transfer of a subsidiary of the Spun-off Company to the Company) within two years after completion of the Spin-off, in which case such Participant shall no longer be considered a Spun-off Participant, (ii) from the Spun-off Company to a subsidiary of the Spun-off Company, or vice versa, or (iii) from one subsidiary of the Spun-off Company to another.
1