Amendment No. 6 to SunGard Data Systems Inc. 1986 Stock Option Plan
This amendment updates the SunGard Data Systems Inc. 1986 Stock Option Plan to address how stock options are treated if the company completes a spin-off or similar transaction. It clarifies that employees or directors who move to the new spun-off company will not be considered terminated for stock option purposes, provided they remain with the spun-off entity or its affiliates within two years. The amendment also outlines what happens if such individuals leave the spun-off company, including special rules for transfers, death, or disability.
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.
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