REGISTRATION RIGHTS AGREEMENT Dated as of November 1, 2012 Among SUNGARD DATA SYSTEMS INC., THE GUARANTORS LISTED ON SCHEDULE I HERETO and CITIGROUP GLOBAL MARKETS INC. As Representative for the Initial Purchasers GOLDMAN, SACHS & CO.Registration Rights Agreement • November 7th, 2012 • Sungard Capital Corp Ii • Services-computer processing & data preparation • New York
This Agreement is entered into in connection with the Purchase Agreement, dated as of October 18, 2012 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Representative, which provides for, among other things, the sale by the Company to the Initial Purchasers of (i) $1,000,000,000 aggregate principal amount of the Company’s 6.625% Senior Subordinated Notes due 2019 (the “Notes”), which will be guaranteed by the Guarantors. The Notes are issued under an indenture, dated as of the date hereof (as amended and supplemented from time to time, the “Indenture”), among the Company, the Guarantors and The Bank of New York Mellon, as trustee (the “Trustee”). Pursuant to the Purchase Agreement and the Indenture, the Guarantors are required to guarantee (collectively, the “Guarantees”) the Company’s obligations under the Notes and the Indenture. References to the “Securities” shall mean, collectively, the Notes, and, when issued, the Guarantees. In order to induce the Ini
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 11, 2005 As Amended and Restated as of June 9, 2009 As Further Amended and Restated as of March 11, 2011 As Further Amended as of November 10, 2011 As Further Amended and Restated as of March 2,...Credit Agreement • March 14th, 2013 • Sungard Capital Corp Ii • Services-computer processing & data preparation • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of August 11, 2005, as amended and restated as of June 9, 2009, as further amended and restated as of March 11, 2011, by the Second Refinancing Amendment dated as of March 11, 2011, as amended by the Third Amendment dated as of November 10, 2011, as further amended and restated as of March 2, 2012, by the Fourth Amendment dated as of March 2, 2012, as further amended and restated as of December 17, 2012, by the Fifth Amendment dated as of December 17, 2012, and as further amended and restated as of March 8, 2013, by the Sixth Amendment dated as of March 8, 2013, among SUNGARD DATA SYSTEMS INC., a Delaware corporation (“SunGard” or the “Company”), SUNGARD HOLDCO LLC, a Delaware limited liability company (“Holdings”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”)
EMPLOYMENT AGREEMENTEmployment Agreement • March 25th, 2015 • Sungard Capital Corp Ii • Services-computer processing & data preparation • Pennsylvania
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into, by and between SunGard Data Systems Inc. (collectively with its successors and assigns, “SunGard”) and Kevin McCurry (“Executive”) effective as of January 20, 2014 (the “Effective Date”). SunGard, its parents, subsidiaries and other affiliates, and their respective successors and assigns, are collectively referred to as the “Company”.
SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT Dated as of December 19, 2012 by and among SUNGARD AR FINANCING LLC, as Borrower, THE FINANCIAL INSTITUTIONS SIGNATORY HERETO FROM TIME TO TIME, as Lenders, and GENERAL ELECTRIC CAPITAL...Credit and Security Agreement • December 20th, 2012 • Sungard Capital Corp Ii • Services-computer processing & data preparation
THIS SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (as further amended, restated, supplemented or otherwise modified and in effect from time to time, the “Agreement”) is entered into as of December 19, 2012 by and among SUNGARD AR FINANCING LLC, a Delaware limited liability company (the “Borrower”), the financial institutions signatory hereto from time to time as lenders (the “Lenders”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as a Lender, as swing line lender (in such capacity, the “Swing Line Lender”) and as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).
SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II MANAGEMENT TIME-BASED RESTRICTED STOCK UNIT AGREEMENT THIS AWARD AND ANY SECURITIES ISSUED UPON THE PAYMENT OF THIS RESTRICTED STOCK UNIT AWARD ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND...Stockholders Agreement • March 25th, 2015 • Sungard Capital Corp Ii • Services-computer processing & data preparation • Delaware
This agreement (the “Agreement”) evidences Restricted Stock Units granted by SunGard Capital Corp., a Delaware corporation (the “Company”), and SunGard Capital Corp. II, a Delaware corporation (“Lowerco” and together with the Company, the “Companies”), to the undersigned (the “Grantee”), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (as amended from time to time, the “Plan”) which is incorporated herein by reference and of which the Grantee hereby acknowledges receipt.
SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II MANAGEMENT TIME-BASED RESTRICTED STOCK UNIT AGREEMENT THIS AWARD AND ANY SECURITIES ISSUED UPON THE PAYMENT OF THIS RESTRICTED STOCK UNIT AWARD ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND...Stockholders Agreement • November 9th, 2012 • Sungard Capital Corp Ii • Services-computer processing & data preparation • Delaware
This agreement (the “Agreement”) evidences Restricted Stock Units granted by SunGard Capital Corp., a Delaware corporation (the “Company”), and SunGard Capital Corp. II, a Delaware corporation (“Lowerco” and together with the Company, the “Companies”), to the undersigned (the “Grantee”), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (as amended from time to time, the “Plan”) which is incorporated herein by reference and of which the Grantee hereby acknowledges receipt.
AMENDED AND RESTATED PARTICIPATION, REGISTRATION RIGHTS AND COORDINATION AGREEMENT by and among SunGard Capital Corp. SunGard Capital Corp. II SunGard Holding Corp. SunGard Holdco LLC SunGard Data Systems Inc. and Certain Persons who will be...And Coordination Agreement • November 13th, 2012 • Sungard Capital Corp Ii • Services-computer processing & data preparation • Delaware
This Amended and Restated Participation, Registration Rights and Coordination Agreement (the “Agreement”) is made as of November 7, 2012 by and among:
SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II SUNGARD MANAGEMENT INCENTIVE PLAN FORM OF TIME BASED APPRECIATION UNIT AWARD AGREEMENTAgreement • June 14th, 2013 • Sungard Capital Corp Ii • Services-computer processing & data preparation • Delaware
THIS AWARD AND ANY SECURITIES ISSUED UPON THE PAYMENT OF THIS APPRECIATION UNIT AWARD ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS RELATING TO SALE AND OTHER PROVISIONS AS SET FORTH IN THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT AMONG SUNGARD CAPITAL CORP., SUNGARD CAPITAL CORP. II, SUNGARD HOLDING CORP., SUNGARD HOLDCO LLC, SUNGARD DATA SYSTEMS INC., AND CERTAIN STOCKHOLDERS OF SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II, DATED AS OF NOVEMBER 7, 2012 (AS IN EFFECT FROM TIME TO TIME, THE “STOCKHOLDERS AGREEMENT”).
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT by and among SunGard Capital Corp. SunGard Capital Corp. II SunGard Holding Corp. SunGard Holdco LLC SunGard Data Systems Inc. and Certain Stockholders of SunGard Capital Corp. and SunGard Capital Corp. II...Stockholders Agreement • November 13th, 2012 • Sungard Capital Corp Ii • Services-computer processing & data preparation • Delaware
WHEREAS, the Company was formed by the Principal Investors for the purpose of the acquisition of SDS and functions solely as a holding company, with its principal asset being an indirect investment in the common stock of SDS;
AMENDED AND RESTATED LEASE AGREEMENT Between and SUNGARD AVAILABILITY SERVICES LP, Tenant ForLease Agreement • March 24th, 2010 • Sungard Capital Corp Ii • Services-computer processing & data preparation • New Jersey
NOW, THEREFORE, for good and valuable consideration, the receipt of which and the legal sufficiency of which are hereby acknowledged by the parties, and the parties intending to be legally bound hereunder, the parties agree, as follows:
AMENDED AND RESTATED PRINCIPAL INVESTOR AGREEMENT by and among SunGard Capital Corp. SunGard Capital Corp. II SunGard Holding Corp. SunGard Holdco LLC SunGard Data Systems Inc. and the Principal Investors Dated as of November 7, 2012Principal Investor Agreement • November 13th, 2012 • Sungard Capital Corp Ii • Services-computer processing & data preparation • Delaware
WHEREAS, the Company was formed by the Principal Investors for the purpose of the acquisition of SDS and functions solely as a holding company, with its principal asset being an indirect investment in the common stock of SDS;
AGREEMENT AND PLAN OF MERGER by and among SunGard Capital Corp., SunGard Data Systems Inc., SunGard Investment Ventures LLC, SunGard Higher Education Inc., Sophia Holding I, L.P., Sophia Holding II, L.P., Sophia, L.P., Sophia Purchaser Company, L.P.,...Agreement and Plan of Merger • August 10th, 2011 • Sungard Capital Corp Ii • Services-computer processing & data preparation • New York
This AGREEMENT AND PLAN OF MERGER, dated as of August 4, 2011 (this “Agreement”), is entered into by and among SunGard Capital Corp., a Delaware corporation (“SunGard Capital”), SunGard Data Systems Inc., a Delaware corporation and wholly owned subsidiary of SunGard Capital (“SunGard Data”), SunGard Investment Ventures LLC, a Delaware limited liability company and wholly owned subsidiary of SunGard Data (the “Seller” and together with SunGard Capital and SunGard Data, the “SunGard Entities”), SunGard Higher Education Inc., a Delaware corporation and wholly owned, indirect subsidiary of SunGard Data (the “Company”), Sophia Holding I, L.P., a Delaware limited partnership (“Sophia Holding I”), Sophia Holding II, L.P., a Delaware limited partnership and wholly owned subsidiary of Sophia Holding I (“Sophia Holding II”), Sophia, L.P., a Delaware limited partnership and wholly owned subsidiary of Sophia Holding II (“Parent”), Sophia Purchaser Company, L.P., a Delaware limited partnership and
AGREEMENT AND PLAN OF MERGER by and among FIDELITY NATIONAL INFORMATION SERVICES, INC., SEAHAWK MERGER SUB 1, INC. SEAHAWK MERGER SUB, LLC SEAHAWK MERGER SUB 3, INC. SUNGARD, and SUNGARD CAPITAL CORP. II August 12, 2015Agreement and Plan of Merger • August 14th, 2015 • Sungard Capital Corp Ii • Services-computer processing & data preparation • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of August 12, 2015 (this “Agreement”), by and among SunGard, a Delaware corporation (the “Company”), SunGard Capital Corp. II, a Delaware corporation (“SCCII”), Fidelity National Information Services, Inc., a Georgia corporation (“Parent”), Seahawk Merger Sub 1, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub 1”), Seahawk Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub 2”), and Seahawk Merger Sub 3, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub 3”, and, together with Merger Sub 1 and Merger Sub 2, the “Merger Subs”).
ContractSungard Capital Corp Ii • November 14th, 2011 • Services-computer processing & data preparation • New York
THIRD AMENDMENT dated as of November 10, 2011 (this “Amendment”), to the Restated Credit Agreement dated as of August 11, 2005, as amended and restated as of June 9, 2009, as further amended by the First Refinancing Amendment dated as of January 31, 2011 and the Second Refinancing and Incremental Amendment dated as of March 11, 2011 (as previously amended, the “Credit Agreement”), among SUNGARD DATA SYSTEMS INC. (the “Company”), SUNGARD HOLDCO LLC (“Holdings”), the Overseas Borrowers from time to time party thereto (the “Overseas Borrowers” and, together with the Company, the “Borrowers”), the Lenders from time to time party thereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), collateral agent, Swing Line Lender and L/C Issuer.
AMENDED AND RESTATED LEASE AGREEMENT Between RUSSO FAMILY LIMITED PARTNERSHIP, LP, Landlord and SUNGARD AVAILABILITY SERVICES LP, Tenant ForLease Agreement • March 24th, 2010 • Sungard Capital Corp Ii • Services-computer processing & data preparation • New Jersey
RUSSO FAMILY LIMITED PARTNERSHIP, L.P. c/o Russo Development, L.L.C., 71 Hudson Street, Hackensack, New Jersey 07601 (hereinafter referred to as “Landlord”),
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 23rd, 2011 • Sungard Capital Corp Ii • Services-computer processing & data preparation
THIS AMENDMENT, dated as of May 17, 2011, between SunGard Data Systems Inc., a Delaware corporation (the “Company”), and Robert Woods (“Executive”).
ASSET PURCHASE AGREEMENT among SUNGARD DATA SYSTEMS INC., SUNGARD HIGHER EDUCATION INC., SOPHIA, L.P. and SOPHIA PURCHASER COMPANY, L.P. Dated as of August 4, 2011Asset Purchase Agreement • August 10th, 2011 • Sungard Capital Corp Ii • Services-computer processing & data preparation • New York
This Asset Purchase Agreement is dated as of August 4, 2011 (the “Agreement”), among SunGard Data Systems Inc., a Delaware corporation (“SunGard Data”), SunGard Higher Education Inc., a Delaware corporation and wholly owned subsidiary of SunGard Data (the “Company,” and each of the Company and SunGard Data, a “Seller Party”, and the Company and SunGard Data, collectively, the “Seller Parties”), Sophia, L.P., a Delaware limited partnership (“Parent”), and Sophia Purchaser Company, L.P., a Delaware limited partnership and wholly owned subsidiary of Parent (“Purchaser,” and together with Parent, the “Purchaser Parties,” and the Seller Parties together with the Purchaser Parties, the “Parties”).
FORM OF SunGard Capital Corp. And SunGard Capital Corp. II Management Non- Qualified Performance-Based Option Agreement Amendment Dated June 25, 2010Based Option Agreement • August 6th, 2010 • Sungard Capital Corp Ii • Services-computer processing & data preparation
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.
RECITALSCredit Agreement • May 5th, 2011 • Sungard Capital Corp Ii • Services-computer processing & data preparation • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of August 11, 2005, as amended and restated as of June 9, 2009, as further amended and restated as of March 11, 2011, by the Second Refinancing Amendment dated as of March 11, 2011, among SUNGARD DATA SYSTEMS INC., a Delaware corporation (“SunGard” or the “Company”), the Overseas Borrowers from time to time party hereto, SUNGARD HOLDCO LLC, a Delaware limited liability company (“Holdings”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
Form of 2009 Tier I Senior Management Time-Based Restricted Stock Unit AgreementRestricted Stock Unit Agreement • November 6th, 2009 • Sungard Capital Corp Ii • Services-prepackaged software • Delaware
This agreement (the “Agreement”) evidences Restricted Stock Units granted by SunGard Capital Corp., a Delaware corporation (the “Company”), and SunGard Capital Corp. II, a Delaware corporation (“Lowerco” and together with the Company, the “Companies”), to the undersigned (the “Grantee”), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (as amended from time to time, the “Plan”) which is incorporated herein by reference and of which the Grantee hereby acknowledges receipt and the Executive Employment Agreement, dated August 11, 2005, between the Grantee and SunGard Data Systems Inc. (the “Employment Agreement”). Any exercise of discretionary authority granted under the Plan shall be subject to the express terms of this Agreement, and the last sentence of Section 3 of the Plan shall not apply to determinations of the Administrator with respect to this Agreement or the provisions of the Plan as applied to this Agreement.
Addendum to Executive Employment AgreementExecutive Employment Agreement • December 30th, 2009 • Sungard Capital Corp Ii • Services-computer processing & data preparation
THIS ADDENDUM TO EXECUTIVE EMPLOYMENT AGREEMENT (the “Addendum”) entered into this 23rd day of December 2009, by and between Michael J. Ruane (“Executive”) and SunGard Data Systems Inc. (“SunGard”).
SunGard Capital Corp. and SunGard Capital Corp. II Management Time-Based Restricted Stock Unit Agreement THIS AWARD AND ANY SECURITIES ISSUED UPON THE PAYMENT OF THIS RESTRICTED STOCK UNIT AWARD ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND...Restricted Stock Unit Agreement • August 6th, 2010 • Sungard Capital Corp Ii • Services-computer processing & data preparation • Delaware
This agreement (the “Agreement”) evidences Restricted Stock Units granted by SunGard Capital Corp., a Delaware corporation (the “Company”), and SunGard Capital Corp. II, a Delaware corporation (“Lowerco” and together with the Company, the “Companies”), to the undersigned (the “Grantee”), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (as amended from time to time, the “Plan”) which is incorporated herein by reference and of which the Grantee hereby acknowledges receipt.
ContractFirst Refinancing • March 1st, 2011 • Sungard Capital Corp Ii • Services-computer processing & data preparation • New York
FIRST REFINANCING AMENDMENT dated as of January 31, 2011 (this “Amendment”), relating to the Amended and Restated Credit Agreement dated as of August 11, 2005, as amended and restated as of June 9, 2009 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SUNGARD DATA SYSTEMS INC. (the “Company”), SUNGARD HOLDCO LLC (“Holdings”), the Overseas Borrowers from time to time party thereto (the “Overseas Borrowers” and, together with the Company, the “Borrowers”), the Lenders from time to time party thereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), collateral agent, Swing Line Lender and L/C Issuer.
SunGard Capital Corp. Management Non-Qualified Performance-Based Class A Option Agreement THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER...Agreement • August 6th, 2010 • Sungard Capital Corp Ii • Services-computer processing & data preparation • Delaware
This agreement (the “Agreement”) evidences a stock option granted by SunGard Capital Corp., a Delaware corporation (the “Company”), to the undersigned (the “Optionee”), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (as amended from time to time, the “Plan”) which is incorporated herein by reference and of which the Optionee hereby acknowledges receipt.
SunGard Capital Corp. And SunGard Capital Corp. II Senior Management Non- Qualified Performance-Based Option Agreement Amendment Dated November 30, 2009Option Agreement • December 3rd, 2009 • Sungard Capital Corp Ii • Services-computer processing & data preparation
This Amendment to the Senior 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 undersigned (the “Optionee”), on November 30, 2009.
AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT Dated as of September 30, 2010 by and among SUNGARD AR FINANCING LLC, as Borrower, THE FINANCIAL INSTITUTIONS SIGNATORY HERETO FROM TIME TO TIME, as Lenders, and GENERAL ELECTRIC CAPITAL CORPORATION,...Credit and Security Agreement • October 6th, 2010 • Sungard Capital Corp Ii • Services-computer processing & data preparation
THIS AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (as further amended, restated, supplemented or otherwise modified and in effect from time to time, the “Agreement”) is entered into as of September 30, 2010 by and among SUNGARD AR FINANCING LLC, a Delaware limited liability company (the “Borrower”), the financial institutions signatory hereto from time to time as lenders (the “Lenders”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as a Lender, as swing line lender (in such capacity, the “Swing Line Lender”) and as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).
SunGard Capital Corp. SunGard Capital Corp. II SunGard Data Systems Inc. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATIONSungard Capital Corp Ii • January 26th, 2012 • Services-computer processing & data preparation
On August 4, 2011, SunGard Data Systems Inc., a Delaware corporation (“SunGard”), and SunGard Higher Education Inc., a Delaware corporation and formerly a wholly owned subsidiary of SunGard (“HE”), entered into an Asset Purchase Agreement (as amended, the “Asset Purchase Agreement”) with companies affiliated with Hellman & Friedman Capital Partners VI, L.P. Also on August 4, 2011, SunGard, affiliates of SunGard, and HE entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with affiliates of Hellman & Friedman, including Sophia, L.P., a Delaware limited partnership (“Purchaser Parent”) and Datatel Parent Corp., a Delaware corporation (“Datatel”), an existing Hellman & Friedman portfolio company. The Asset Purchase Agreement and the Merger Agreement provided that SunGard would sell SunGard’s Higher Education business segment (excluding SunGard’s K-12 education business) (the “Higher Education Businesses”) to affiliates of Hellman & Friedman for an aggregate pu
SunGard Capital Corp. Management Non-Qualified Performance-Based Class A Option Agreement Amendment Dated November 30, 2009Sungard Capital Corp Ii • December 3rd, 2009 • Services-computer processing & data preparation
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”) and the undersigned (the “Optionee”), on November 30, 2009.
Forms of 2009 Senior Management Performance-Based Class A Option AgreementsAgreement • November 6th, 2009 • Sungard Capital Corp Ii • Services-prepackaged software • Delaware
This agreement (the “Agreement”) evidences a stock option granted by SunGard Capital Corp., a Delaware corporation (the “Company”), to the undersigned (the “Optionee”), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (as amended from time to time, the “Plan”) which is incorporated herein by reference and of which the Optionee hereby acknowledges receipt and the Executive Employment Agreement, dated August 11, 2005, between the Optionee and SunGard Data Systems Inc. (the “Employment Agreement”). Any exercise of discretionary authority granted under the Plan shall be subject to the express terms of this Agreement, and the last sentence of Section 3 of the Plan shall not apply to determinations of the Administrator with respect to this Agreement or the provisions of the Plan as applied to this Agreement.
SunGard Capital Corp. and SunGard Capital Corp. II Management Performance-Based Restricted Stock Unit Agreement THIS AWARD AND ANY SECURITIES ISSUED UPON THE PAYMENT OF THIS RESTRICTED STOCK UNIT AWARD ARE SUBJECT TO RESTRICTIONS ON VOTING AND...Restricted Stock Unit Agreement • August 6th, 2010 • Sungard Capital Corp Ii • Services-computer processing & data preparation • Delaware
This agreement (the “Agreement”) evidences Restricted Stock Units granted by SunGard Capital Corp., a Delaware corporation (the “Company”), and SunGard Capital Corp. II, a Delaware corporation (“Lowerco” and together with the Company, the “Companies”), to the undersigned (the “Grantee”), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (as amended from time to time, the “Plan”) which is incorporated herein by reference and of which the Grantee hereby acknowledges receipt.
FORM OF INDEMNIFICATION PRIORITY AND INFORMATION SHARING AGREEMENTIndemnification Priority and Information Sharing Agreement • October 29th, 2010 • Sungard Capital Corp Ii • Services-computer processing & data preparation • Delaware
This INDEMNIFICATION PRIORITY AND INFORMATION SHARING AGREEMENT, dated as of October 28, 2010 (this “Agreement”), is among (i) [ ] (the “Sponsor”), a [ ] limited partnership and the manager of the funds set forth on Annex 1 (each a “Fund” and collectively, the “Funds”), on the one hand, and (ii) SunGard Capital Corp., a Delaware corporation, SunGard Capital Corp. II, a Delaware corporation, SunGard Holding Corp., a Delaware Corporation, SunGard Holdco LLC, a Delaware limited liability company and SunGard Data Systems Inc., a Delaware corporation (each a “SunGard Company” and collectively, the “SunGard Companies”), on the other hand.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2011 • Sungard Capital Corp Ii • Services-computer processing & data preparation
THIS AMENDMENT, dated as of May 12, 2011, between SunGard Data Systems Inc., a Delaware corporation (the “Company”), and Kathleen Asser Weslock (“Executive”).
EXCHANGE AGREEMENTExchange Agreement • March 21st, 2014 • Sungard Capital Corp Ii • Services-computer processing & data preparation • New York
WHEREAS, pursuant to the separation of Spinco from SunGard, the terms of which will be set forth in the Separation and Distribution Agreement to be dated as of March 31, 2014 between SunGard and Spinco (the “Separation Agreement”), Spinco will issue to SunGard, in connection with SunGard’s contribution of assets and liabilities to Spinco, an aggregate principal amount of senior notes due 2022 (“Spinco Securities”) with a fair market value equal to the fair market value of $389,250,000 aggregate principal amount of SunGard’s existing 7.375% senior notes due 2018, which were originally issued on November 16, 2010 held by the Investment Banks (“SunGard Old Debt Obligations”);
SunGard Capital Corp. And SunGard Capital Corp. II Management Performance-Based Restricted Stock Unit Agreement Amendment Dated November 30, 2009Unit Award Agreement • December 3rd, 2009 • Sungard Capital Corp Ii • Services-computer processing & data preparation
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 undersigned (the “Grantee”), on November 30, 2009.
SunGard Capital Corp. Senior Management Non-Qualified Time-Based Class A Option Agreement THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER...Agreement • November 6th, 2009 • Sungard Capital Corp Ii • Services-prepackaged software • Delaware
This agreement (the “Agreement”) evidences a stock option granted by SunGard Capital Corp., a Delaware corporation (the “Company”), to the undersigned (the “Optionee”), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (as amended from time to time, the “Plan”) which is incorporated herein by reference and of which the Optionee hereby acknowledges receipt and the Executive Employment Agreement, dated August 11, 2005, between the Optionee and SunGard Data Systems Inc. (the “Employment Agreement”). Any exercise of discretionary authority granted under the Plan shall be subject to the express terms of this Agreement, and the last sentence of Section 3 of the Plan shall not apply to determinations of the Administrator with respect to this Agreement or the provisions of the Plan as applied to this Agreement.
