<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[X] Definitive Proxy Statement RULE 14C-5(D)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
SunGard Data Systems Inc.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
SunGard Data Systems Inc.
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
[LETTERHEAD OF SUNGARD APPEARS HERE]
April 3, 1995
Dear Stockholder:
You are cordially invited to attend the 1995 Annual Meeting of Stockholders of
SunGard Data Systems Inc., which will be held on Monday, May 8, 1995, beginning
at 9:00 a.m., at the Four Seasons Hotel, One Logan Square, Philadelphia,
Pennsylvania. The official notice of the meeting, together with a proxy
statement and proxy card, is enclosed. Please give this information your
careful attention.
Your participation in the Company's affairs is important. To assure your
representation at the meeting, whether or not you expect to be present, please
date and sign the enclosed proxy card and return it as soon as possible in the
envelope provided. Also, please indicate on the proxy card whether you plan to
attend the meeting.
Your copy of the Company's 1994 Annual Report also is enclosed. We appreciate
your interest in the Company.
Sincerely,
s/James L. Mann
James L. Mann
Chairman, President and
Chief Executive Officer
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE DATE AND SIGN YOUR +
+ PROXY CARD AND PROMPTLY RETURN IT IN THE REPLY ENVELOPE PROVIDED (WHICH +
+ REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES). IF YOU RECEIVE +
+ MORE THAN ONE PROXY CARD BECAUSE YOU OWN SHARES THAT ARE REGISTERED +
+ DIFFERENTLY, THEN PLEASE DATE, SIGN AND RETURN ALL OF THEM. THANK YOU. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
<PAGE>
SunGard Data Systems Inc.
1285 Drummers Lane
Wayne, Pennsylvania 19087
(610) 341-8700
--------------------------------------------
| NOTICE OF ANNUAL MEETING OF STOCKHOLDERS |
| MAY 8, 1995 |
--------------------------------------------
To Our Stockholders:
The 1995 Annual Meeting of Stockholders of SunGard Data Systems Inc. will be
held at 9:00 a.m. local time, on Monday, May 8, 1995, at the Four Seasons Hotel,
One Logan Square, Philadelphia, Pennsylvania 19103, for the following purposes:
1. To elect directors.
2. To vote on approval of an Amendment to the Company's 1986 Stock Option Plan
extending the term of the Plan.
3. To vote on ratification of the appointment of Coopers & Lybrand L.L.P. as
the Company's independent accountants for 1995.
4. To act upon such other business as may properly come before the meeting.
Only holders of the Company's common stock at the close of business on March 15,
1995 are entitled to receive notice of the meeting and to vote at the meeting.
You are cordially invited to attend the meeting in person. Whether or not you
plan to attend the meeting, you are urged to date and sign the enclosed proxy
card and promptly return it in the enclosed reply envelope (which requires no
postage if mailed in the United States).
By Order of the Board of Directors,
s/Lawrence A. Gross
Lawrence A. Gross
Vice President and General Counsel,
Secretary
April 3, 1995
<PAGE>
SunGard Data Systems Inc.
1285 Drummers Lane
Wayne, Pennsylvania 19087
(610) 341-8700
PROXY STATEMENT
This proxy statement and the accompanying proxy card are being furnished to the
stockholders of SunGard Data Systems Inc. in connection with the solicitation of
proxies on behalf of the Board of Directors of the Company for use in voting at
the 1995 Annual Meeting of Stockholders or at any adjournment or postponement of
the meeting. These proxy materials are first being mailed to stockholders on or
about April 3, 1995.
Proxies in the form enclosed, if properly submitted and not revoked, will be
voted as directed on the proxies. Any proxy not directing to the contrary will
be voted "for" the election of the named nominees as directors and "for"
approval of each of the other proposals. Sending in a signed proxy does not
affect a stockholder's right to attend the meeting and vote in person, since the
proxy is revocable. Any stockholder who submits a proxy may revoke it at any
time before it is voted by delivering a later-dated proxy or a written notice of
revocation to the Secretary of the Company at the Company's headquarters or at
the meeting.
At the close of business on March 15, 1995, the record date for the
determination of stockholders of the Company entitled to receive notice of and
to vote at the 1995 Annual Meeting, the Company's outstanding voting securities
consisted of 18,750,103 shares of common stock, held by approximately 2,200
stockholders of record. In order for a quorum to be present at the 1995 Annual
Meeting, a majority of the outstanding shares of the Company's common stock as
of the close of business on the record date must be present in person or
represented by proxy at the meeting. All such shares that are present in person
or represented by proxy at the meeting will be counted in determining whether a
quorum is present, no matter how the shares are voted or whether they abstain
from voting or are broker non-votes.
Holders of common stock are entitled to one vote per share. The election of
directors will be determined by a plurality vote, with the eight nominees
receiving the most "for" votes being elected. Approval of each of the other
proposals requires that a majority of the quorum vote "for" the proposal. An
abstention or broker non-vote on any proposal other than the election of
directors, therefore, will have the same legal effect as an "against" vote,
although some persons analyzing the voting results may interpret these actions
differently.
The Company will pay the cost of this solicitation, which will be made primarily
by mail. Proxies also may be solicited in person, or by telephone, facsimile or
similar means, by directors, officers or employees of the Company without
additional compensation. In addition, D. F. King & Co., Inc. will provide
solicitation services to the Company for a fee of approximately $4,000 plus out-
of-pocket expenses. The Company will, on request, reimburse stockholders who
are brokers, dealers, banks or voting trustees, or their nominees, for their
reasonable expenses in sending proxy materials and annual reports to the
beneficial owners of the shares they hold of record.
1
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
Eight directors are to be elected at the 1995 Annual Meeting to serve for one-
year terms until the 1996 Annual Meeting and until their respective successors
are elected and qualified. All of the nominees currently are serving as
directors of the Company. The Company knows of no reason why any nominee would
be unable to serve as a director. Each nominee has consented to being named in
this proxy statement and to serve if elected. If any nominee should for any
reason become unable to serve, then all valid proxies will be voted for the
election of such substitute nominee as the Board of Directors may designate, or
the Board may reduce the number of directors to eliminate the vacancy.
The following information about the Company's nominees for election as directors
is based, in part, upon information furnished by the nominees.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Nominee and Current Positions with the Company Age Principal Occupations and Employment
====================================================================================================================================
<S> <C> <C>
Gregory S. Bentley 39 Vice President (since 1991), Bentley Systems, Inc., Exton, PA
Director (since 1991) (engineering software company); President (1983 to 1991), SunGard
Member, Audit Committee Capital Markets Inc., a subsidiary of the Company since 1987.
- ------------------------------------------------------------------------------------------------------------------------------------
Michael C. Brooks 50 Managing Partner (since 1993) and General Partner (since 1985),
Director (since 1985) J. H. Whitney & Co., New York, NY (venture capital firm).
Chairman, Compensation Committee
Member, Executive Committee
- ------------------------------------------------------------------------------------------------------------------------------------
Albert A. Eisenstat 64 Private investor (since 1993); Executive or Senior Vice President
Director (since 1991) (1985 to 1993) and Vice President and General Counsel (1980 to
Member, Compensation 1987), Apple Computer, Inc., Cupertino, CA (computer and software
Committee company).
- ------------------------------------------------------------------------------------------------------------------------------------
Bernard Goldstein 64 Managing Director (since 1979), Broadview Associates, L. P.,
Director (since 1994) Fort Lee, NJ (investment banking firm).
Member, Compensation Committee
- ------------------------------------------------------------------------------------------------------------------------------------
James L. Mann 60 Chairman of the Board (since 1987) and President and Chief
Director (since 1983) Executive Officer (since 1986) of the Company; President and Chief
Chairman, Executive Committee Operating Officer (1983 to 1985) of the Company.
Chairman of the Board, President
and Chief Executive Officer
- ------------------------------------------------------------------------------------------------------------------------------------
Michael Roth 63 Of Counsel (since 1989), Rosenman & Colin, New York, NY (law
Director (since 1991) firm); Partner (1979 to 1989), Shea & Gould, New York, NY (law
Member, Audit Committee firm).
- ------------------------------------------------------------------------------------------------------------------------------------
Malcolm I. Ruddock 52 Treasurer (since 1989), Director of Finance (1988 to 1989) and
Director (since 1983) Director of Acquisitions and Divestments (1979 to 1988), Sun
Chairman, Audit Committee Company, Inc., Philadelphia, PA (independent refiner and
Member, Executive Committee marketer).
- ------------------------------------------------------------------------------------------------------------------------------------
Lawrence J. Schoenberg 62 Director of public companies (since 1990); Chairman (1967 to
Director (since 1991) 1991) and Chief Executive Officer (1967 to 1990), AGS Computers,
Member, Audit Committee Inc., Mountainside, NJ (software and computer services company).
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Mr. Brooks also is a director of P-COM, Inc. Mr. Eisenstat also is a director
of Commercial Metals Company. Mr. Goldstein also is a director of Apple
Computer, Inc., Franklin Electronic Publishers Inc.
2
<PAGE>
and SPSS, Inc. Mr. Schoenberg also is a director of Government Technology
Services Inc., Forecross Corporation, Merisel Inc. and PennAmerica Group Inc.
Board of Directors and Committee Meetings
During 1994, the Board of Directors held four meetings, the Audit Committee held
four meetings, the Compensation Committee held two meetings, and the Executive
Committee held one meeting. The Board of Directors does not have a standing
Nominating Committee. During 1994, each director attended 100% of the total
number of meetings of the Board of Directors and Committees on which he served.
The Audit Committee reviews the Company's accounting and financial practices and
policies and the scope and results of the Company's external and internal
audits. The Audit Committee also recommends to the Board of Directors the
selection of the Company's independent public accountants and administers the
Company's business conduct, conflict of interest and related policies.
The Compensation Committee establishes the compensation policies for executive
officers of the Company, evaluates and approves the compensation of the chief
executive officer and reviews his recommendations as to the compensation of the
other executive officers. The Compensation Committee also administers the
Company's stock option, purchase and award plans. Only outside directors who
are not employees of the Company may serve on the Compensation Committee.
The Executive Committee reviews certain aspects of transactions and policies
that have been generally approved by the Board of Directors. The Executive
Committee also is authorized to exercise the powers of the Board of Directors
during the intervals between Board meetings, except those powers that are
prohibited by law from being delegated.
Director Compensation
Directors who are employees of the Company do not receive additional
compensation for serving on the Board of Directors or Committees. Each outside
director receives an annual fee of $6,000, fees of $2,000 for each quarterly
meeting of the Board of Directors attended and $500 for each other Board meeting
attended, and reimbursement of applicable travel and other expenses. Before
1995, no additional fees were paid for attendance at Committee meetings.
Beginning in 1995, each outside director Committee chairman will receive an
annual fee of $2,000, and each outside director Committee member will receive
fees of $1,000 for each Committee meeting attended.
Under the Company's Restricted Stock Award Plan for Outside Directors,
restricted stock awards are automatically granted to "outside directors" --
those who are not, and were not during the twelve months before election to the
Board, officers or employees of the Company. Each outside director
automatically receives an award of 5,000 shares upon initial election to the
Board, and will automatically receive additional awards of 5,000 shares upon
reelection as an outside director every fifth year thereafter.
The shares awarded are subject to transfer restrictions until they vest, at the
rate of 1,000 shares per year, on the dates of the Company's next five Annual
Meetings following the date of grant. If an outside director dies or is
permanently disabled, or if a change in control of the Company occurs, then all
remaining unvested shares immediately vest. If an outside director's
directorship terminates for any other reason, then all remaining unvested shares
are forfeited. At the 1994 Annual Meeting, Mr. Goldstein received his initial
restricted stock award for 5,000 shares of common stock.
The Company has entered into indemnification agreements, in the form approved by
the stockholders, with the Company's directors and officers.
3
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table contains certain information about the beneficial ownership
of the Company's common stock as of March 15, 1995 (the record date) by each
person who is known by the Company to beneficially own more than 5% of the
Company's common stock, by each of the Company's directors, by each of the
Company's executive officers named in the Summary Compensation Table below, and
by all of the Company's directors and executive officers as a group.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Number of Shares Beneficially Owned Percent
Name of Beneficial Owner or Group ------------------------------------------------------ of
Voting or Right to Class/(4)/
Direct/(1)/ Investment Power/(2)/ Acquire/(3)/
=======================================================================================================================
<S> <C> <C> <C> <C>
First Union Corporation -- 937,300 /(6)/ -- 5.0%
First Union National Bank of North Carolina/(5)/
11 Tobey Village Office Park
Pittsford, New York 14534
- -----------------------------------------------------------------------------------------------------------------------
FMR Corp./(5)/ -- 2,432,750 /(7)/ -- 13.0%
Edward C. Johnson 3d, Chairman, FMR Corp.
82 Devonshire Street
Boston, Massachusetts 02109
- -----------------------------------------------------------------------------------------------------------------------
T. Rowe Price Associates, Inc./(5)/ -- 1,448,800 /(8)/ -- 7.7%
100 E. Pratt Street
Baltimore, Maryland 21202
- -----------------------------------------------------------------------------------------------------------------------
Kenneth R. Adams (executive officer) 3,760 1,225 /(9)/ 12,969 --
- -----------------------------------------------------------------------------------------------------------------------
Gregory S. Bentley (director) 62,439 -- -- --
- -----------------------------------------------------------------------------------------------------------------------
Michael C. Brooks (director) 6,000 -- -- --
- -----------------------------------------------------------------------------------------------------------------------
Cristobal I. Conde (executive officer) 108,073 -- 5,000 --
- -----------------------------------------------------------------------------------------------------------------------
Philip L. Dowd (executive officer) 54,208 6,668 63,000 --
- -----------------------------------------------------------------------------------------------------------------------
Albert A. Eisenstat (director) 5,000 -- -- --
- -----------------------------------------------------------------------------------------------------------------------
Bernard Goldstein (director) 9,500 500 -- --
- -----------------------------------------------------------------------------------------------------------------------
Lawrence A. Gross (executive officer) 2,182 -- 28,155 --
- -----------------------------------------------------------------------------------------------------------------------
James L. Mann (director and chief executive officer) 230,872 -- 68,568 1.6%
- -----------------------------------------------------------------------------------------------------------------------
Michael Roth (director) 5,000 -- -- --
- -----------------------------------------------------------------------------------------------------------------------
Malcolm I. Ruddock (director) 6,000 -- -- --
- -----------------------------------------------------------------------------------------------------------------------
Lawrence J. Schoenberg (director) 4,438 -- -- --
- -----------------------------------------------------------------------------------------------------------------------
All 18 directors and executive officers 508,645 8,453 /(9)/ 275,912 4.2%
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Shares held in the beneficial owner's name or jointly with others, or in
the name of a broker, bank, nominee or trustee for the beneficial owner's
account, including shares held under the Company's Employee Stock Purchase
Plan. Includes 2,000, 4,000, 2,000, 1,000, 2,000, 5,000, 560, 62,500,
2,000, 2,000 and 2,000 restricted shares held by Messrs. Adams, Bentley,
Brooks, Dowd, Eisenstat, Goldstein, Gross, Mann, Roth, Ruddock and
Schoenberg, respectively, and 87,160 restricted shares held by all
directors and executive officers as a group, that are subject to transfer
restrictions and forfeiture under the Company's restricted stock plans.
4
<PAGE>
(2) Shares for which the beneficial owner has or may be deemed to have sole or
shared voting and/or investment power.
(3) Shares which the beneficial owner has the right to acquire within 60 days
after the record date by exercising stock options. Includes 1,000, 10,000,
7,210 and 3,568 unvested shares that may be acquired by Messrs. Conde,
Dowd, Gross and Mann, respectively, and 50,878 unvested shares that may be
acquired by all executive officers as a group which, if acquired, would be
subject to transfer restrictions and repurchase by the Company under the
Company's stock option plans.
(4) Unless otherwise indicated, the beneficial ownership of any named person
does not exceed one percent of the outstanding shares of common stock.
(5) Each of these beneficial owners, and/or one of its affiliates, is a
customer of the Company, having purchased the Company's software products
and computer services in the ordinary course of business.
(6) Based upon a Schedule 13G, dated February 13, 1995, filed by the beneficial
owners.
(7) Based upon a Schedule 13G, Amendment No. 1, dated February 13, 1995, filed
by the beneficial owners.
(8) Based upon a Schedule 13G, Amendment No. 3, dated February 14, 1995, filed
by T. Rowe Price Associates, Inc. ("Price Associates"). Includes shares
owned by various individual and institutional investors which Price
Associates serves as investment adviser with power to direct investments
and/or sole power to vote. Price Associates disclaims beneficial ownership
of these shares.
(9) Includes 1,225 shares held by members of the immediate family of Mr. Adams
as to which beneficial ownership is disclaimed.
EXECUTIVE COMPENSATION
Compensation Committee Report
The Company's compensation policies for executive officers, as determined by the
Compensation Committee, are to (1) provide competitive compensation packages so
as to attract and retain superior executive talent, (2) link a significant
portion of compensation to financial results, so as to reward successful
performance, and (3) provide long-term equity based compensation, so as to
further align the interests of executive officers with those of stockholders and
further reward successful performance. The principal components of the
Company's executive officer compensation program are base salary, annual cash
incentive payments, periodic stock options and awards, and, beginning in 1994,
long-term performance based incentive awards for the chief executive officers of
the Company's five operating business groups.
The primary factor used to set cash compensation for the Company's executive
officers is an analysis of competitive executive compensation based upon general
business compensation surveys as well as more specific compensation surveys of
companies of comparable business, size and complexity to the Company. An
independent compensation consultant, whose services are available to the
Compensation Committee, assists the Company with this analysis of competitive
compensation. Although the broader group of companies covered by this analysis
includes most of the companies contained in the S&P Computer Software and
Services Index (see Performance Graph), the Index companies are not separately
analyzed for compensation purposes because, by themselves, they do not provide a
large enough statistical sample.
5
<PAGE>
The Company's policy is to pay its executive officers at or somewhat above
competitive compensation averages for comparable positions. Compensation levels
for individual executive officers, however, may be more or less than competitive
averages, depending upon a subjective assessment of individual factors such as
the executive's position, skills, achievements, tenure with the Company and
historical compensation levels. In applying the analysis of competitive
compensation, the Company focuses on total cash compensation. The split between
base salary and annual cash incentive payment also is based upon that analysis,
but it tends to be somewhat more influenced by individual factors such as the
executive's position and historical compensation levels. Generally, previously
granted stock options and restricted stock awards are not considered in setting
cash compensation levels.
The performance goals for executive officers' 1994 annual cash incentive plans
were set at the beginning of the year and took into account the Company's
overall financial goals for 1994. For corporate officers, the incentive
payments depended solely upon the rate of increase in the Company's net income
over the previous year, except that in one case an additional incentive payment
was based upon a performance goal specific to the executive's function. For
group chief executive officers, the incentive payments depended solely upon the
budgeted operating income of the operating business groups they manage, except
that from 9% to 24% of the incentive payment could be lost depending upon the
group's average number of days sales outstanding in accounts receivable.
On average, total cash compensation at targeted goals for executive officers
increased by approximately 7% in 1994, and incentive payments at targeted goals
constituted approximately 27% of total cash compensation. Based upon actual
1994 results, all executive officers met or exceeded their targeted goals except
for two group chief executive officers.
Historically, the Company's stock based award plans have represented its long-
term incentive program for executive officers. Stock options and restricted
stock awards have been granted at irregular intervals at the discretion of the
Compensation Committee, but with the goal of implementing the Company's
compensation policies described above. In deciding whether to grant an award to
a particular executive and, if so, for how many shares, the Compensation
Committee considers primarily the executive's position, skills, achievements and
tenure with the Company, the level and vesting schedule of awards previously
granted to the executive, and, in applicable cases, the number of shares of the
Company's common stock received by the executive when the executive's business
was acquired by the Company. The Compensation Committee also takes into account
the total number of stock options outstanding both before and after the newly
contemplated awards. Consistent with the foregoing, options were granted to
five corporate officers in 1994 (see "Proposal Two").
In 1994, the Company began granting long-term incentive compensation awards to
the group chief executive officers under the Company's 1994 Equity Incentive
Plan. These awards allow each group chief executive officer to earn options to
purchase shares of the Company's common stock, based upon the cumulative growth
in his group's operating income over three years. Similar awards were granted
to the group chief executive officers in 1995. The Company currently plans, but
will have no legal obligation or commitment, to continue granting similar long-
term executive incentive compensation awards to the group chief executive
officers on an annual basis, subject to approval by the Compensation Committee.
Each of these annual awards would cover three-year incentive periods.
Section 162(m) of the Internal Revenue Code denies a deduction for certain
compensation exceeding $1,000,000 paid to the chief executive officer and four
other highest paid executive officers, excluding (among other things) certain
performance based compensation. The Company has been advised that stock options
granted before the adoption of Section 162(m) are not subject to the limit on
deductions and that its general stock option grants will qualify for the
performance based exclusion. The Compensation Committee has not recommended any
change to the Company's current executive compensation policies and plans at
this time, but will continue to evaluate the impact of tax regulations as they
are finalized to ensure that the Company's executive compensation plans most
effectively serve the interests of the Company and its stockholders.
6
<PAGE>
Mr. Mann's base salary for 1994 was $370,000, an increase of $30,000 or 8.8%
over his 1993 base salary. Mr. Mann's 1994 annual cash incentive payment
depended solely upon the rate of increase in the Company's net income. The
Company's goal is to grow its net income by at least 15% per year. If the
Company's 1994 net income had increased by 15%, then Mr. Mann's 1994 incentive
payment would have been approximately $232,000, yielding total cash compensation
slightly above the 50th percentile of competitive compensation levels based upon
the Company's analysis. The Company's actual 1994 net income grew by 23%
(excluding from 1993 net income the gain from a product line sale), yielding an
incentive payment to Mr. Mann of $389,492.
Michael C. Brooks, Chairman of Compensation Committee
Albert A. Eisenstat, Member of Compensation Committee
Bernard Goldstein, Member of Compensation Committee
Summary Compensation Table
The following table contains certain information about compensation earned
during the last three fiscal years by the Company's chief executive officer and
four other executive officers who were most highly compensated during the most
recent fiscal year. The Company's fiscal year is the calendar year.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Annual Compensatation Long-Term Compensation
-----------------------------------------------------------------
Awards/(2)(3)/ Payouts All
Name and Principal Position Year Salary Bonus Other ------------------------------ Other
($) ($) Annual Securities Long-Term Compensa-
Compensa- Underlying Incentive tion ($)/(4)/
tion ($)/(1)/ Options/SARs (#) Plans ($)
=================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
JAMES L. MANN 1994 370,000 389,492 55,578 -- -- 3,684
Chairman of the Board, President 1993 340,000 364,928 53,161 -- -- 8,929
and Chief Executive Officer
1992 325,000 267,227 51,430 -- -- 8,728
- ---------------------------------------------------------------------------------------------------------------------------------
KENNETH R. ADAMS/(5)/ 1994 175,000 197,588 7,714 -- -- 5,625
Chief Executive Officer, SunGard 1993 170,000 259,500 6,227 -- -- 12,306
Recovery Services Group
1992 238,500 289,195 6,030 -- 1,367,183 11,634
- ---------------------------------------------------------------------------------------------------------------------------------
CRISTOBAL I. CONDE 1994 297,250 104,013 -- -- -- 5,625
Chief Executive Officer, SunGard 1993 297,250 -- -- -- -- 4,891
Capital Markets Systems Group
1992 292,224 -- -- -- -- 3,782
- ---------------------------------------------------------------------------------------------------------------------------------
PHILIP L. DOWD 1994 228,000 287,853 7,581 -- -- 5,625
Chief Executive Officer, SunGard 1993 210,000 132,839 3,997 -- -- 6,745
Trust & Shareholder Systems Group
1992 192,244 150,412 2,202 -- -- 7,989
- ---------------------------------------------------------------------------------------------------------------------------------
LAWRENCE A. GROSS 1994 201,285 86,998 4,890 4,000 -- 5,625
Vice President and General Counsel 1993 191,700 87,516 4,827 -- -- 7,796
1992 154,000 118,834 3,853 1,575 -- 6,862
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Consists of amounts reimbursed in connection with the payment of taxes.
The cost of perquisites is not disclosed for any executive officer named in
the table, because the disclosure threshold (the lower of $50,000 or 10% of
salary plus bonus) was not reached.
(2) On December 31, 1994, based upon the last sale price that day of $38.50 per
share of the Company's common stock, Messrs. Mann, Adams, Dowd and Gross
held 62,500, 2,000, 1,000 and 560 restricted shares, respectively, valued
at $2,406,250, $77,000, $38,500 and $21,560, respectively. The Company has
never paid dividends on its common stock, but holders of restricted shares
would be entitled to dividends if any were paid.
(3) Generally, the Company's stock option and restricted stock awards vest over
five years. Upon termination of employment, only vested stock option
shares may be purchased, but unvested
7
<PAGE>
restricted stock vests immediately except in the case of a voluntary
resignation or termination for cause. Upon a change in control of the
Company, all unvested stock options and restricted stock vests six months
later or upon an earlier involuntary termination of employment without
cause (see "Proposal Two").
(4) Consists of Company contributions to a defined contribution retirement
plan. For Mr. Adams, also included are premium payments for a personal
(not a key-man) life insurance policy of $3,312 and $2,906 in 1993 and
1992, respectively.
(5) During 1988, when Mr. Adams became the chief executive officer of SunGard
Recovery Services, the Company granted to him a long-term incentive award
covering the years 1989 through 1992. The payouts under this long-term
incentive award, which were based upon the financial performance of the
business units managed by Mr. Adams, consisted of stock options having an
exercise price of $8.00 per share with all option shares fully vested on
the date earned.
Option Grant Table
The following table contains, for each of the Company's executive officers named
in the Summary Compensation Table, (a) the number of shares of the Company's
common stock underlying options granted during 1994, (b) the percentage that
those options represent of total options granted to employees during 1994, (c)
the exercise price per share, which equals the market value on the date of
grant, (d) the expiration date, and (e) the potential realizable value, assuming
5% and 10% annual rates of appreciation (compounded annually) in the market
value of the Company's common stock throughout the option term.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Potential Realizable Value
at Assumed Annual Rates
of Stock Price Appreciation
INDIVIDUAL GRANTS for Option Term/(1)/
----------------------------------------------------------------------------------------------------
Number of % of Total Exercise
Securities Options Granted or Base
Name Underlying Options to Employees in Price Expiration Date 5% ($) 10% ($)
Granted (#) Fiscal Year ($/Sh)
==========================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
James L. Mann -- -- -- -- -- --
- --------------------------------------------------------------------------------------------------------------------------
Kenneth R. Adams -- -- -- -- -- --
- --------------------------------------------------------------------------------------------------------------------------
Cristobal I. Conde -- -- -- -- -- --
- --------------------------------------------------------------------------------------------------------------------------
Philip L. Dowd -- -- -- -- -- --
- --------------------------------------------------------------------------------------------------------------------------
Lawrence A. Gross/(2)/ 4,000 8% 38.75 2/14/2004 97,650 246,450
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The actual value, if any, which an option holder may realize will depend
upon the amount by which the actual market value on the date of exercise
exceeds the exercise price and also on the option holder's continued
employment through the vesting period. The actual value to be realized by
the option holder may be greater or less than the potential realizable
values stated in this table.
(2) The option granted to Mr. Gross is an incentive stock option, which vests
over five years in equal 20% increments and is exercisable in increments of
2,580 beginning February 15, 1995 and 1,420 beginning January 1, 1996.
8
<PAGE>
Aggregated Option Exercises and Year-End Option Value Table
The following table contains, for each of the Company's executive officers named
in the Summary Compensation Table, (a) the number of shares of the Company's
common stock acquired upon the exercise of options during 1994, (b) the value
realized as a result of those exercises (based upon the last sale price on the
date of exercise less the option exercise price), (c) the number of shares of
the Company's common stock underlying unexercised options held on December 31,
1994, and (d) the value of in-the-money options held on December 31, 1994, based
upon the last sale price that day of $38.50 per share of common stock.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Shares Number of Securities Underlying Value of Unexercised
Acquired Value Unexercised Options In-The-Money Options
Name on Realized ($) at Year-End (#) at Year-End ($)
Exercise (#) -----------------------------------------------------------------
Exercisable/(1)/ Unexercisable Exercisable/(1)/ Unexercisable
=====================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
James L. Mann -- -- 68,568 2,682 2,019,916 65,709
- ---------------------------------------------------------------------------------------------------------------------
Kenneth R. Adams/(2)/ -- -- 12,969 -- 395,555 --
- ---------------------------------------------------------------------------------------------------------------------
Cristobal I. Conde -- -- 5,000 -- 142,500 --
- ---------------------------------------------------------------------------------------------------------------------
Philip L. Dowd 20,000 660,000 63,000 -- 1,816,000 --
- ---------------------------------------------------------------------------------------------------------------------
Lawrence A. Gross -- -- 25,575 4,000 651,822 --
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Exercisable option shares include 9,818, 1,000, 10,000 and 8,545 unvested,
in-the-money option shares having year-end values of $240,541, $28,500,
$285,000 and $208,493, respectively, which, if acquired by Messrs. Mann,
Conde, Dowd and Gross, respectively, would be subject to transfer
restrictions and repurchase by the Company under the Company's stock option
plans.
(2) All options held by Mr. Adams at year-end were options that he received as
long-term incentive payouts (see "Summary Compensation Table").
Long-Term Incentive Plan Award Table
The following table contains, for each of the Company's executive officers named
in the Summary Compensation Table, the number of shares of the Company's common
stock underlying options that will be granted pursuant to awards under the
Company's 1994 Equity Incentive Plan if threshold, target and maximum goals are
met. The awards will allow each group chief executive officer to earn options
to purchase shares of the Company's common stock, based upon the cumulative
growth in his group's operating income during 1994 through 1996. Stock options
earned under these awards will be nonqualified options, will be granted as of
the first trading day after the end of the three-year incentive period, will
have a term of ten years beginning on the date of grant, and will be fully
vested beginning on the date of grant.
9
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Estimated Future Payouts
Number of under Non-Stock Price-Based Plans/(1)/
Shares Performance or Other -----------------------------------------------
Name Underlying Period Until Maturation
Options or Payout Threshold Target Maximum
Awarded (#) (# of shares) (# of shares) (# of shares)
============================================================================================================
<S> <C> <C> <C> <C> <C>
James L. Mann -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------
Kenneth R. Adams 10,200 1/1/94 - 12/31/96 5,100 10,200 10,200
- ------------------------------------------------------------------------------------------------------------
Cristobal I. Conde 6,800 1/1/94 - 12/31/96 3,400 6,800 6,800
- ------------------------------------------------------------------------------------------------------------
Philip L. Dowd 10,200 1/1/94 - 12/31/96 5,100 10,200 10,200
- ------------------------------------------------------------------------------------------------------------
Lawrence A. Gross -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(1) If the threshold is not achieved, then no options will be earned. If
actual results are between the threshold and target goals, then the number
of option shares will be prorated, and the exercise price will be $38.65
per share, which is the average of the last reported sale prices of the
Company's common stock on the first ten trading days of 1994. If the
target is exceeded, then the maximum number of option shares will be the
target amount, and the option exercise price will be reduced depending upon
the amount by which the target was exceeded, but not below $24.74 per
share.
Certain Transactions with Management
Recipients of restricted stock awards from the Company also received non-
recourse, balloon loans from the Company to help defray taxes due as a result of
the awards. These loans bear interest at the prime rate, and the Company
reimburses recipients for their costs incurred in connection with the interest
due under the loans. In 1991, Mr. Mann received such a loan in the amount of
$499,750. This loan was outstanding throughout 1994 and matures in May 1995.
Compensation Committee Interlocks and Insider Participation
Messrs. Brooks, Eisenstat and Roth served on the Compensation Committee from May
1993 until May 1994. Messrs. Brooks, Eisenstat and Goldstein have served on the
Compensation Committee since May 1994.
No person who served as a member of the Company's Compensation Committee during
1994 was a current or former officer or employee of the Company. Mr. Roth, a
member of the Company's Compensation Committee until May 1994, is Of Counsel to
Rosenman & Colin, a law firm engaged by the Company for certain matters. Mr.
Goldstein, a current member of the Company's Compensation Committee, is Managing
Director of Broadview Associates, L. P., an investment banking firm engaged by
the Company in connection with acquisitions.
During 1994, the Company had no compensation committee "interlocks"--meaning
that it was not the case that an executive officer of the Company served as a
director or member of the compensation committee of another entity and an
executive officer of the other entity served as a director or member of the
Compensation Committee of the Company.
10
<PAGE>
Performance Graph
The following graph shows a comparison of the five-year cumulative total return
for the Company's common stock, the S&P 500 Index and the S&P Computer Software
and Services Index, assuming an investment of $100 in each on December 31, 1989.
The data points used for the performance graph are listed in the chart below.
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Performance Graph Data Points 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94
=========================================================================================================
<S> <C> <C> <C> <C> <C> <C>
SunGard Data Systems Inc. Common Stock 100 47 79 125 174 162
- ---------------------------------------------------------------------------------------------------------
S&P 500 Index/(1)/ 100 97 126 136 150 152
- ---------------------------------------------------------------------------------------------------------
S&P Computer Software & Services Index/(1)/ 100 78 119 141 180 213
- ---------------------------------------------------------------------------------------------------------
</TABLE>
(1) Source: Zacks Investment Research, Inc.
11
<PAGE>
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as amended ("Exchange
Act") requires the Company's directors and officers (and possibly other persons)
to file reports about their beneficial ownership of the Company's common stock.
Based solely upon a review of the copies of such reports furnished to the
Company by its directors and officers during and with respect to the year 1994,
and based upon their written representations that they were not required to file
any other reports for 1994, the Company believes that none of its directors or
officers failed to file on a timely basis any reports required by Section 16(a)
of the Exchange Act with respect to the year 1994.
PROPOSAL TWO
APPROVAL OF AN AMENDMENT TO
THE COMPANY'S 1986 STOCK OPTION PLAN
The Company's 1986 Stock Option Plan, as amended through February 12, 1995
("1986 Plan"), expires pursuant to its terms on January 31, 1996. Under the
1986 Plan, options may be granted for a total of 1,000,000 shares of the
Company's common stock (subject to appropriate adjustments to reflect changes in
the capitalization of the Company). Of those 1,000,000 shares, approximately
113,000 shares (plus any shares subject to options under the 1986 Plan which may
in the future be terminated or repurchased by the Company) remain available for
future options. On February 13, 1995, the Board of Directors approved an
amendment to the 1986 Plan extending the term of the 1986 Plan until February
13, 1998 and establishing an individual limit of 100,000 shares per recipient
per year (the "Amendment"). If the stockholders do not approve the Amendment,
then the 1986 Plan will expire on January 31, 1996.
Options granted under the 1986 Plan may be incentive options or options not
intended to qualify as incentive options ("nonqualified options"). Stock
appreciation rights ("SARs") may be granted in tandem with nonqualified options.
All officers (including directors who are officers) and key employees of the
Company are eligible to participate in the 1986 Plan.
The 1986 Plan is administered by the Compensation Committee, which determines,
among other things, which officers and key employees will be granted options and
SARs under the 1986 Plan, whether options will be incentive or nonqualified
options, and the number of shares (subject to the individual limit of 100,000
shares per recipient per year if the Amendment is adopted), date of grant,
duration and exercise price of options and SARs. The Compensation Committee has
the right to adopt rules for the administration of the 1986 Plan, construe and
correct defects in the 1986 Plan, and suspend or terminate the 1986 Plan subject
to certain conditions. The 1986 Plan may be amended or terminated by the Board
of Directors, subject to certain conditions, provided that stockholder approval
will be required whenever necessary for the 1986 Plan to continue to satisfy the
requirements of the Internal Revenue Code applicable to incentive options or the
requirements of any applicable securities law, rule or regulation.
All options granted under the 1986 Plan must have an exercise price not less
than the market price of the Company's common stock on the date of grant.
Generally, these options have ten year terms and are exercisable in full one
year after the date of grant, subject to certain tax-related restrictions in the
case of incentive options. Generally, shares subject to these options vest over
a five-year period, subject to acceleration upon a change in control of the
Company if the option holder does not voluntarily terminate employment during
the first six months after the change in control occurs. For purposes of the
1986 Plan, a "change in control" means: (1) the occurrence of an event that
would be required to be reported by the Company under Item 1(a) of Form 8-K
pursuant to the Exchange Act; (2) the acquisition or receipt, in any manner, by
any person or any group of persons acting in concert, of direct or indirect
beneficial ownership of 20% or more of the combined voting securities ordinarily
12
<PAGE>
having the right to vote for the election of directors of the Company; (3) a
change in the constituency of the Board of Directors of the Company with the
result that individuals (the "Incumbent Directors") who are currently members of
the Board cease for any reason to constitute at least a majority of the Board,
provided that any individual who is elected to the Board subsequently and whose
nomination for election was unanimously approved by the Incumbent Directors
shall be considered an Incumbent Director beginning on the date of his or her
election to the Board; or (4) the sale, exchange or other disposition of all or
a significant portion of the Company's business or assets, or the execution by
the Company of a binding agreement providing for such a transaction. Unvested
shares are subject to transfer restrictions and repurchase by the Company upon
termination of employment.
Payment of the option exercise price may be made in cash, shares of common stock
or a combination of both. Unexercised options terminate three months after
termination of the option holder's employment with the Company (one year in the
case of death or disability). Options granted under the 1986 Plan are not
transferable except by will or the laws of descent and distribution.
Generally, there are no federal income tax consequences to the option holder or
the Company as a result of the grant of an incentive option, nonqualified option
or SAR, nor as a result of the exercise of an incentive option (except that the
exercise may result in the option holder owing alternative minimum tax). Upon
exercise of a nonqualified option or SAR, the option holder recognizes ordinary
income equal to the difference between the market price and exercise price of
the stock involved, and the Company is entitled to a federal income tax
deduction in the same amount provided that certain withholding requirements are
satisfied. Market value is determined on the date of exercise, except that
different rules may apply in the case of option holders who are subject to
Section 16(b) of the Exchange Act regarding "short swing" profits.
The nature of any gain or loss recognized by an optionee upon a taxable
disposition of shares acquired under the 1986 Plan depends upon how long the
option holder holds the shares and whether the shares are acquired by exercising
an incentive option. There are no federal income tax consequences to the
Company due to the disposition of shares, except that the Company is entitled to
deductions with respect to dispositions of shares acquired upon exercise of an
incentive option if the disposition occurs within two years after the date of
grant or one year after the date of exercise.
The purpose of the Amendment is to continue to provide shares for future option
grants to officers and key employees of the Company and to comply with a recent
federal income tax provision. The Board of Directors believes that the Company
and its stockholders benefit significantly from having the Company's key
management employees receive options to purchase the Company's common stock, and
that the opportunity thus afforded these employees to acquire common stock is an
essential element of an effective management incentive program.
No determinations have been made as to how or when the remaining 113,000 option
shares will be allocated among any particular executive officers or other key
employees. During 1994, options to acquire 51,000 shares were issued under the
1986 Plan, of which 26,000 were issued to executive officers, representing 51%
of the total, and 4,000 were issued to Mr. Gross, representing 8% of the total.
During February 1995, options to acquire 118,000 shares were issued under the
1986 Plan, none of which were issued to executive officers. On March 15, 1995,
the last reported sale price for the Company's common stock was $45.00 per
share.
There are three reasons for seeking stockholder approval of the proposed
Amendment. One is to satisfy a NASD bylaw that requires companies whose shares
are reported on The Nasdaq Stock Market to obtain stockholder approval of stock
plans for directors, officers or key employees. The second reason is to satisfy
a federal income tax law that requires stockholder approval of incentive stock
option plans. The final reason is to satisfy the requirements of Rule 16b-3
under the Exchange Act, which include stockholder approval. If the requirements
of Rule 16b-3 are satisfied, then neither the grant of an option under the 1986
Plan, nor, subject to certain conditions, the transfer of shares to pay
13
<PAGE>
an option price under the 1986 Plan, will trigger the provisions of Section
16(b) of the Exchange Act regarding "short-swing" profits.
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR"
PROPOSAL TWO.
PROPOSAL THREE
RATIFICATION OF APPOINTMENT
OF INDEPENDENT ACCOUNTANTS
The accounting firm of Coopers & Lybrand L.L.P. has acted as the Company's
independent accountants since its inception in 1983 and has been recommended by
the Audit Committee and selected by the Board of Directors to serve as the
Company's independent accountants for 1995. Coopers & Lybrand's services
to the Company for 1994 included the audit of the Company's annual consolidated
financial statements, reviews of certain of the Company's federal income tax
returns, audits or reviews of many of the Company's data processing and disaster
recovery centers, and consultation on various tax, securities and other matters.
A representative of Coopers & Lybrand L.L.P. is expected to be present at the
1995 Annual Meeting, to have the opportunity to make a statement if he desires
to do so, and to be available to respond to appropriate questions.
Although the selection of the Company's independent public accountants is not
required by law to be submitted to the stockholders for ratification, the
Company has adopted the policy of submitting this selection to a vote of its
stockholders. If the stockholders do not ratify the appointment of Coopers &
Lybrand L.L.P. as the Company's independent accountants for 1995, then the
appointment will be reconsidered by the Audit Committee and the Board of
Directors.
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR"
PROPOSAL THREE.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the Company's 1996 Annual
Meeting must be submitted by December 5, 1995 to receive consideration for
inclusion in the Company's 1996 proxy materials.
OTHER MATTERS
The Company currently knows of no other business that will be presented for
consideration at the 1995 Annual Meeting. Nevertheless, the enclosed proxy
confers discretionary authority to vote with respect to those matters described
in Rule 14a-4(c) under the Exchange Act, including matters that the Board of
Directors does not know, a reasonable time before proxy solicitation, are to be
presented at the meeting. If any such matters are presented at the meeting,
then the proxy agents named in the enclosed proxy card will vote in accordance
with their judgment.
14
<PAGE>
EACH PERSON SOLICITED BY THIS PROXY STATEMENT MAY OBTAIN, WITHOUT CHARGE, A COPY
OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR 1994, AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, BY SENDING A WRITTEN REQUEST TO THE
COMPANY'S HEADQUARTERS, ATTENTION: INVESTOR RELATIONS.
By Order of the Board of Directors,
s/Lawrence A. Gross
Lawrence A. Gross
Vice President and General Counsel,
Secretary
April 3, 1995
Wayne, Pennsylvania
15
<PAGE>
SunGard(R) Data Systems Inc.
Form of Proxy for 1995 Annual Meeting
SunGard(R) Data Systems Inc.
1995 Annual Meeting of Stockholders--May 8, 1995
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned hereby appoints James L. Mann and Malcolm I. Ruddock, and each
of them, as attorneys and proxies of the undersigned, with full power of
substitution, for and in the name, place and stead of the undersigned, to
represent the undersigned and to vote, as directed below, all shares of Common
Stock of SunGard Data Systems Inc. (the "Company") held by the undersigned as of
March 15, 1995, at the Company's 1995 Annual Meeting of Stockholders to be held
on May 8, 1995 or at any postponement or adjournment of the meeting.
PROPOSAL 1: [_]FOR the election of Gregory S. Bentley, Michael C. Brooks,
Albert A. Eisenstat, Bernard Goldstein, James L. Mann, Michael
Roth, Malcolm I. Ruddock and Lawrence J. Schoenberg as directors.
To withhold authority to vote for all nominees, check here: [_]
To withhold authority to vote for any individual nominee(s),
clearly print his or their names in this space:
------------------------------------------------------------------
PROPOSAL 2: [_]FOR [_]AGAINST [_]ABSTAIN the approval of an Amendment to the
Company's 1986 Stock Option Plan extending the term of the Plan.
PROPOSAL 3: [_]FOR [_]AGAINST [_]ABSTAIN the ratification of the appointment
of Coopers & Lybrand L.L.P. as the Company's independent
accountants for 1995.
THIS PROXY WILL BE VOTED AS DIRECTED ABOVE.
UNLESS YOU DIRECT OTHERWISE, THIS PROXY WILL BE VOTED "FOR" ALL
PROPOSALS.
(continued on reverse side)
<PAGE>
(continued from reverse side)
Both proxy agents present and acting in person or by their substitutes (or, if
only one is present and acting, then that one) may exercise all of the powers
conferred by this proxy. DISCRETIONARY AUTHORITY IS CONFERRED BY THIS PROXY
WITH RESPECT TO CERTAIN MATTERS, AS DESCRIBED IN THE COMPANY'S PROXY STATEMENT.
The undersigned hereby acknowledges receipt of the Company's 1994 Annual Report
to Stockholders, Notice of the Company's 1995 Annual Meeting of Stockholders,
and the Company's Proxy Statement dated April 3, 1995.
Date:__________________________, 1995
(please date this proxy)
_____________________________________
_____________________________________
signature(s)
Please sign your name exactly as it is
printed on this proxy, indicating any title
or other representative capacity. If more
than one name is printed on this proxy, all
must sign.
PLEASE DATE AND SIGN THIS PROXY AND PROMPTLY RETURN IT IN THE ENCLOSED POSTAGE-
PAID ENVELOPE.
PLEASE CHECK HERE IF YOU PLAN TO ATTEND THE COMPANY'S 1995 ANNUAL MEETING: [_]
<PAGE>
Exhibit 10.10
SUNGARD DATA SYSTEMS INC.
1986 STOCK OPTION PLAN
1. Purpose of Plan
---------------
The purpose of the 1986 Stock Option Plan (the "Plan") contained herein is
to provide additional incentive to key employees of SunGard Data Systems Inc. or
of any other corporation permitted by Section 422A(a)(2) of the Internal Revenue
Code of 1954, as amended (the "Code"), including current or future parent or
subsidiary corporations (the "Company") by encouraging those employees to invest
in shares of the Company's stock and thereby acquire a proprietary interest in
the business of the Company and an increased personal interest in their
continued success and progress to the mutual benefit of employees and
shareholders.
2. Aggregate Number of Shares
--------------------------
The aggregate number of shares of the Company's Common Stock, par value
$.01 per share, which may be issued under this Plan shall be 300,000 shares.
Notwithstanding the foregoing, in the event of any change in the capitalization
of the Company such as by stock dividend, stock split or what the Compensation
Committee, as hereinafter defined, deems in its sole discretion to be similar
circumstances, the aggregate number and kind of shares which may be issued under
this Plan shall be appropriately adjusted in a manner determined in the sole
discretion of the Compensation Committee; provided, however, that such
adjustment shall be approved by the shareholders of the Company if required by
Section 422A of the Code and the regulations thereunder. Reacquired shares of
the Company's Common Stock as well as unissued shares may be used for the
purpose of this Plan. Shares of Common Stock subject to options which have
terminated unexercised, either in whole or in part, shall be available for
future options granted under this plan.
3. Class of Employees Eligible to Receive Options
----------------------------------------------
All officers and key employees of the Company are eligible to receive an
option or options under this Plan. The officers and key employees who shall, in
fact, receive an option or options shall be selected by the Compensation
Committee, as hereinafter defined, in its sole discretion, except as otherwise
specified in Section 4 hereof. No director who is not also an employee of the
Company shall be eligible to be granted an option or options under the Plan.
4. Administration of Plan
----------------------
(a) This Plan shall be administered by the Compensation Committee (the
"Committee") appointed by the Board of Directors. The Committee shall consist
of a minimum of three members of the Board of Directors, each of whom shall be a
"disinterested person" as defined in Rule 16B-3 under the Securities Exchange
Act of 1934, as amended. The Committee shall, in addition to its other
authority and subject to the provision of this Plan, have authority in its sole
discretion to determine the officers and key employees of the Company and any
current or future parent or subsidiary corporation who are eligible to receive
options under this Plan, the officers and key employees who shall in fact be
granted an option or options, whether the option shall be an incentive stock
option or a non-qualified stock option (as hereinafter defined), the number of
shares to be subject to an option, the time or times at which an option shall be
granted, the rate at which an option shall be exercisable, and, subject to
Section 5 hereof, the price at which an option shall be is exercisable and the
duration of the option.
<PAGE>
(b) The Committee shall adopt such rules for the conduct of its business
and administration of this Plan as it considers desirable. A majority of the
members of the Committee shall constitute a quorum for all purposes. The vote
or written consent of a majority of the members of the Committee on a particular
matter shall constitute the act of the Committee on such matter. The Committee
shall have the exclusive right to construe the Plan and the options issued
pursuant to it, correct defects and omissions and reconcile inconsistencies to
the extent necessary to effectuate the Plan and the options issued pursuant to
it, and such action shall be final, binding and conclusive upon all parties
concerned. No member of the Committee or the Board of Directors shall be liable
for any act or omission (whether or not negligent) taken or omitted in good
faith, or for the exercise of an authority or discretion granted in connection
with the Plan to the Committee or the Board of Directors, or for the acts or
omissions of any other members of the Committee or the Board of Directors.
Subject to the numerical limitation on Committee memberships set forth in
Section 4(a) hereof, the Board of Directors may at any time appoint additional
members to the Committee and may at any time remove any member of the Committee
with or without cause. Vacancies in the Committee, however caused, may be
filled by the Board of Directors, if it so desires.
5. Incentive Stock Options and Nonqualified Stock Options
------------------------------------------------------
(a) Options issued pursuant to this Plan may be either incentive stock
options granted pursuant to Section 5(b) hereof ("Incentive Stock Options") or
nonqualified stock options granted pursuant to Section 5(c) hereof
("Nonqualified Stock Options"), as determined by the Committee. An Incentive
Stock Option is an option which satisfies all of the requirements of Section
422A of the Code and the regulations thereunder, and a Nonqualified Stock Option
is an option which does not satisfy certain of those requirements. The
Committee may grant both an Incentive Stock Option and a Nonqualified Stock
Option to the same person, or more than one of each type of option to the same
person. The option price for the Incentive Stock Options and Nonqualified Stock
Options granted under this Plan shall be equal to at least 100% of the fair
market value, as determined by the Committee in accordance with its
interpretation of the requirements of Section 422A of the Code and the
regulations thereunder, of the Company's Common Stock on the date of the grant
of the option; provided, however, that if an Incentive Stock Plan is granted to
an individual who, at the time the option is granted, owns shares possessing
more than 10% of the total combined voting power of all classes of stock of the
Company or its parent or subsidiary corporation, the option price shall not be
less than 110% of the fair market value, as determined by the Committee in
accordance with its interpretation of the requirements of Section 422A of the
Code and the regulations thereunder, of the Company's Common Stock on the date
of the grant of the option, and such option shall not be exercisable after the
expiration of five years from the date such option is granted.
(b) Incentive Stock Options granted pursuant to this Plan shall be granted
substantially in the form set forth in Appendix I hereof, which form is hereby
incorporated by reference and made a part hereof, and shall contain
substantially the terms and conditions set forth therein. Notwithstanding any
other provisions hereof, the aggregate fair market value (determined as of the
time an Incentive Stock Option is granted) of the stock for which any employee
may be granted Incentive Stock Options in any calendar year (under all Incentive
Stock Option plans of the Company and any parent and subsidiary corporation as
defined in Section 425(e) and (f) of the Code and the regulations thereunder)
shall not exceed $100,000, plus any unused limit carryover to such year. The
unused limit carryover available in any calendar year to any employee shall be
determined in accordance with Section 422A(c)(4) of the Code and the regulations
thereunder. Incentive Stock Options shall not be exercisable after the
expiration of ten years from the date such options are granted, unless
terminated earlier under the terms of the option or pursuant to the terms of
Section 5(a) above. At the time of the grant of an Incentive Stock Option
hereunder the Committee may, in its discretion, modify or amend any of the
option terms contained in Appendix I for any particular optionee, provided that
the option as modified or amended satisfies the requirements of Section 422A of
the Code and the regulations thereunder. Each of the options granted pursuant
to this Section 5(b) is intended, if possible, to be an Incentive Stock Option
as that term is defined in Section 422A of the Code and the regulations
thereunder. In
<PAGE>
the event this Plan or any option granted pursuant to this Section 5(B) is in
any way inconsistent with the applicable legal requirements of the Code or the
regulations thereunder for an incentive stock option, this Plan and such option
shall be deemed automatically amended as of the date hereof to conform to such
legal requirements, if such conformity may be achieved by amendment.
(c) Nonqualified Stock Options granted pursuant to this Plan shall be
granted substantially in the form set forth in Appendix II hereof, which form is
hereby incorporated by reference and made a part hereof, and shall contain
substantially the terms and conditions set forth therein. Nonqualified Stock
Options shall not be exercisable after the expiration of ten years and five days
after the date such options are granted, unless terminated earlier under the
option terms. At the time of the grant of a Nonqualified Stock Option
hereunder, the Committee may, in its discretion, modify and amend any of the
option terms contained in Appendix II for any particular optionee, provided that
the option as modified or amended does not expire more than ten years and five
days from the date of its grant and the option price is not less than 100% of
the fair market value of the Company's Common Stock on the date of such grant.
(d) Neither the Company nor any of its current or future parents,
subsidiaries or affiliates, nor their officers, directors, shareholders, stock
option plan committees, employees or agents shall have any liability to any
optionee in the event (i) an option granted pursuant to Section 5(b) hereof does
not qualify as an Incentive Stock Option as that term is used in Section 422A of
the Code and the regulations thereunder, (ii) any optionee does not obtain the
tax benefits of such an Incentive Stock Option, or (iii) any option granted
pursuant to Section 5(c) hereof is determined to be an Incentive Stock Option.
6. Stock Appreciation Rights
-------------------------
The Compensation Committee may grant an optionee a stock appreciation right
at the time of the grant of an option under this Plan, or at any time
thereafter. Such right shall entitle the optionee to elect to surrender a
Nonqualified Stock Option with respect to unpurchased shares currently
exercisable at any time (subject to such terms and conditions as may be imposed
by the Compensation Committee at the time of the grant) during the life of the
option, and to receive therefor payment in the form of cash, shares of the
Company's Common Stock, or any combination of shares and cash, as determined by
the Compensation Committee in its discretion. The amount of such payment shall
be equal to the difference between the fair market value of the shares with
respect to which the stock appreciation right is exercised and the option price
of those shares. For the purposes of this section, the fair market value of
shares shall be determined by the Committee as of the last trading day prior to
the date the notice of exercise of the stock appreciation right is received by
the Compensation Committee. The Compensation Committee may establish such
reasonable restrictions and conditions on exercise (including, but not limited
to, waiting periods and exercise dates) of a stock appreciation right granted
under this Plan as the Committee, in its discretion, shall determine.
7. Modification, Amendment, Suspension and Termination
---------------------------------------------------
No option shall be granted pursuant to this Plan after the expiration of
ten years from and after the earlier of the date (i) the Plan is adopted, or
(ii) the Plan is approved by the shareholders of the Company. The Board of
Directors reserves the right at any time, and from time to time, to modify or
amend this Plan in any way, or to suspend or terminate it, effective as of such
date, which date may be either before or after the taking of such action, as may
be specified by the Board of Directors; provided, however, that such action
shall not affect options granted under the Plan prior to the actual date on
which such action occurred. If a modification or amendment of this Plan is
required by the Code or the regulations thereunder to be approved by the
shareholders of the Company in order to permit the granting of Incentive Stock
Options, as that term is defined in Section 422A of the Code and regulations
thereunder, pursuant to the modified or amended Plan, such modification or
amendment shall also be approved by the shareholder of the Company in such
manner as is prescribed
<PAGE>
by the Code and the regulations thereunder. If the Board of Directors
voluntarily submits a proposed modification, amendment, suspension or
termination for shareholder approval, such submission shall not require any
future modifications, amendments (whether or not relating to the same provision
or subject matter), suspensions or terminations to be similarly submitted for
shareholder approval.
8. Effectiveness of Plan
---------------------
The effective date of the Plan shall be January 31, 1986. The Plan is
subject to approval by the holders of the Company's Common Stock in the manner
as prescribed in the Code and the regulations thereunder. Options may be
granted under this plan prior to obtaining shareholder approval, provided such
options shall not be exercisable until shareholder approval is obtained.
9. General Conditions
------------------
(a) Nothing contained in this Plan or any option granted pursuant to this
Plan shall confer upon any employee the right to continue in the employ of the
Company or any parent, subsidiary or affiliated corporation, or interfere in any
way with the rights of the Company or any parent, subsidiary or affiliated
corporation to terminate his employment in any way.
(b) Corporate action constituting an offer of stock for sale to any
employee under the terms of an option to be granted hereunder shall be deemed
completed as of the date the Committee authorizes the grant of such option to
the employee, regardless of when such option is actually delivered to the
employee or acknowledged or agreed to by him.
(c) As a condition to the receipt of a grant of an option under this Plan,
an optionee must execute an Incentive Stock Option Agreement and/or a
Nonqualified Stock Option Agreement pursuant to which the optionee agrees, inter
-----
alia, to the terms and conditions imposed by the Compensation Committee upon his
- ----
exercise of options granted under this Plan. Such terms and conditions may
include a requirement that, upon his separation from the service of the Company
prior to attaining a specified period of service, the optionee must resell to
the Company any stock acquired pursuant to this Plan at a price equal to the
original exercise price paid by the optionee for the shares in question. The
stock option agreement may contain additional terms and conditions as determined
by the Compensation Committee in its discretion.
(d) The terms "parent corporation" and "subsidiary corporation" as used
throughout this Plan shall (except as otherwise provided in the option form)
have the meaning ascribed to those terms in Sections 422A(b), 425(e) and 425(f),
respectively, of the code and the regulations thereunder, and the Company shall
be deemed to be the grantor corporation for purposes of applying such meaning.
(e) References in this Plan to the Code shall be deemed to also refer to
the corresponding provisions of any future United States revenue law.
(f) The use of the masculine pronoun shall include the feminine gender
whenever appropriate.
<PAGE>
SUNGARD DATA SYSTEMS INC.
-------------------------
AMENDMENT NO. 1
TO
1986 STOCK OPTION PLAN
----------------------
In accordance with the resolutions adopted by the Board of Directors at its
meeting on February 4, 1987, the SunGard Data Systems Inc. 1986 Stock Option
Plan ("Plan") is amended as follows:
1. Except as otherwise provided herein, (a) any reference in the Plan to
the Internal Revenue Code of 1954, as amended, or to the Code shall be deemed to
be a reference to the Internal Revenue Code of 1986, as amended, and (b) any
reference in the Plan to any section of the Internal Revenue Code of 1954, as
amended, or of the Code shall be deemed to be a reference to the appropriate
corresponding section of the Internal Revenue Code of 1986, as amended.
2. Section 5(b) of the Plan is amended in its entirety to read as follows:
"(b) Incentive Stock Options issued pursuant to this Plan shall be
issued substantially in the form set forth in Appendix I hereof, which
form is hereby incorporated by reference and made a part hereof, and
shall contain substantially the terms and conditions set forth therein.
Incentive Stock Options shall expire ten years after the date they are
granted, unless terminated earlier under the option terms. With respect
to Incentive Stock Options granted hereunder before January 1, 1987,
the aggregate fair market value (determined as of the time the
Incentive Stock Options are granted) of the stock for which any
employee may be granted Incentive Stock Options in any calendar year
(under all Incentive Stock Option plans of the Company and any parent
and subsidiary corporations) shall not exceed $100,000 plus any unused
limit carryover to such year. With respect to Incentive Stock Options
granted hereunder before January 1, 1987, the unused limit carryover
available in any calendar year to any employee shall be determined in
accordance with Section 422A(c)(4) of the Internal Revenue Code of
1954, as amended, and the regulations thereunder, as such existed
before the enactment of the Tax Reform Act of 1986. With respect to
Incentive Stock Options granted on and after January 1, 1987, the
aggregate fair market value (determined as of the time the Incentive
Stock Options are granted) of the stock with respect to which Incentive
Stock Options are exercisable for the first time by an optionee during
any calendar year (under all plans of the optionee's employer
corporation and its parent and subsidiary corporations which permit the
granting of Incentive Stock Options) shall not exceed $100,000. At the
time of granting an Incentive Stock Option hereunder, the Committee
may, in its discretion, modify or amend any of the option terms
contained in Appendix I for any particular optionee, provided that the
option as modified or amended continues to be an Incentive Stock
Option. Each of the options granted pursuant to this Section 5(b) is
intended, if possible, to be an "Incentive Stock Option" as that term
is defined in Section 422A of the Code and the regulations thereunder.
In the event this plan or any option granted pursuant to this Section
5(b) is in any way inconsistent with the applicable legal requirements
of the Code or the regulations thereunder for an Incentive Stock
Option, this Plan and such option shall be deemed automatically amended
as of the date hereof to conform to such legal requirements, if such
conformity may be achieved by amendment."
3. Appendix I to the Plan is amended in its entirety to conform to the
attachment to this Amendment.
<PAGE>
4. This amendment shall be effective as of January 1,1987, and reflects
the manner in which the Plan has operated since December 31, 1986.
Date: February 4, 1987 SunGard Data Systems Inc.
By:____________________________
James L. Mann, President and
Chief Executive Officer
<PAGE>
SUNGARD DATA SYSTEMS INC.
-------------------------
AMENDMENT NO. 2
TO
1986 STOCK OPTION PLAN
----------------------
In accordance with the resolutions adopted by the Board of Directors of
SunGard Data Systems Inc., a Delaware corporation, at its meeting duly held on
November 1, 1988, the SunGard Data Systems Inc. 1986 Stock Option Plan, as
previously amended by Amendment No. 1 thereto ("Plan"), is amended as follows:
1. The first sentence of Section 2 of the Plan is amended in its entirety
to read as follows:
"The aggregate number of shares of the Company's Common Stock, par
value $0.01 per share, which may be issued under this Plan shall be
500,000 shares."
2. This amendment shall be effective as of November 1, 1988; provided
however, that this amendment shall be subject to approval by the stockholders of
the corporation at the corporation's 1989 annual meeting of stockholders. If
such approval of the stockholders is not obtained at the corporation's 1989
annual meeting of stockholders, then, without any further action by the
corporation or its Board of Directors, this Amendment shall be treated as having
never become effective and shall be of no force or effect.
Date: November 1, 1988 SunGard Data Systems Inc.
By:__________________________________
James L. Mann, President, Chairman
and Chief Executive Officer
<PAGE>
SUNGARD DATA SYSTEMS INC.
-------------------------
AMENDMENT NO. 3
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 duly held on February 6, 1990, the SunGard Data Systems Inc. 1986 Stock
Option Plan, as previously amended ("Plan"), is amended as follows:
1. The first sentence of Section 2 of the Plan is amended in its entirety
to read as follows:
"The aggregate number of shares of the Company's Common Stock, par
value $0.01 per share, which may be issued under this Plan shall be
750,000 shares."
2. This amendment shall not become effective unless and until it is
approved by the affirmative vote of the holders of a majority of the outstanding
shares of Common Stock represented and entitled to vote at a duly convened
meeting of the Company's stockholders. If this amendment is so approved by the
Company's stockholders, then the date of such approval shall be the effective
date of this amendment.
3. This amendment shall be submitted to the Company's stockholders for
approval at the Company's 1990 annual meeting of stockholders. If such approval
is not obtained at such meeting (or at any subsequent meeting at which such
approval is sought), then, at the discretion of the Board, this amendment may be
re-submitted to the Company's stockholders for approval at any subsequent annual
meeting of stockholders or at any special meeting of stockholders (including a
special meeting that may be called solely for that purpose).
4. Unless and until the approval of the Company's stockholders to this
amendment is obtained, this amendment shall have no force and effect, and the
Plan shall continue in effect in accordance with its terms without regard to
this amendment.
Date: February 6, 1990 SunGard Data Systems Inc.
By:__________________________________
James L. Mann, President, Chairman
and Chief Executive Officer
<PAGE>
SunGard(R) Data Systems Inc.
Amendment No. 4
to
1986 Stock Option Plan
In accordance with the resolutions adopted by the Board of Directors of SunGard
Data Systems Inc., a Delaware corporation ("Company"), at its meeting held on
November 8, 1991, the SunGard Data Systems Inc. 1986 Stock Option Plan, as
previously amended ("Plan"), is amended as follows:
NEW SECTION 10. Effective on the Effective Date (as defined below), new Section
10 is added to the Plan as follows:
10. Change in Control Provisions
----------------------------
(a) With respect to each option granted under this Plan, whether
granted before, on or after the Effective Date, if a Change in Control of
the Company (as defined in Section 10(b) hereof) occurs, then all unvested
shares under such option (if any are then unvested) shall automatically
vest, without further action by the Company or the optionee, six months
after the Change in Control of the Company occurred or, if sooner, upon a
termination of the optionee's employment with the Company for any reason
other than for Cause (as defined in Section 10(c) hereof). This provision
shall not prevent the earlier vesting of any shares that otherwise would
have vested during such period.
(b) For purposes of this Section 10, a "Change in Control of the
Company" means: (i) the occurrence of an event that would, if known to the
management of SunGard Data Systems Inc. ("SunGard"), be required to be
reported by SunGard under Item 1(a) of Form 8-K pursuant to the Securities
Exchange Act of 1934 ("Exchange Act"); or (ii) the acquisition or receipt,
--
in any manner, by any person (as defined for purposes of the Exchange Act)
or any group of persons acting in concert, of direct or indirect beneficial
ownership (as defined for purposes of the Exchange Act) of 20% or more of
the combined voting securities ordinarily having the right to vote for the
election of directors of SunGard; or (iii) a change in the constituency of
--
the Board of Directors of SunGard ("Board") with the result that
individuals (the "Incumbent Directors") who are members of the Board on the
date of this Amendment cease for any reason to constitute at least a
majority of the Board, provided that any individual who is elected to the
Board after the date of this Amendment and whose nomination for election
was unanimously approved by the Incumbent Directors shall be considered an
Incumbent Director beginning on the date of his or her election to the
Board; or (iv) the sale, exchange or other disposition of all or a
--
significant portion of the Company's business or assets, or the execution
by the Company of a binding agreement providing for such a transaction.
(c) For purposes of this Section 10, a termination by the Company of
an optionee's employment with the Company shall be for "Cause" only if:
(i) at least two-thirds of the members of the board of directors of the
optionee's employer-company ("Employer-Board") determined that the optionee
(x) was guilty of gross negligence or
<PAGE>
willful misconduct in the performance of his or her duties for the Company,
or (y) breached or violated, in a material respect, any agreement between
the optionee and the Company or any of the Company's policy statements
regarding conflicts-of-interest, insider trading or confidentiality, or (z)
committed a material act of dishonesty or breach of trust; and (ii) such
---
determination was made at a duly convened meeting of the Employer-Board
with respect to which the optionee received at least 10 days prior written
notice, had a reasonable opportunity to attend (with counsel of his or her
choice), and had a reasonable opportunity to make a statement and answer
the allegations against him or her; and (iii) either (x) the optionee was
---
given a reasonable opportunity to take remedial action but failed or
refused to do so, or (y) at least two-thirds of the members of the
Employer-Board also determined, at such meeting, that an opportunity to
take remedial action would not have been meaningful under the
circumstances.
(d) For all purposes of this Section 10: (i) if an optionee is
employed by a subsidiary of SunGard and such subsidiary ceases to be a
subsidiary of SunGard, then the optionee's employment with the Company will
be deemed to have been terminated by the Company without Cause, unless the
optionee is transferred to SunGard or another subsidiary of SunGard; (ii)
an optionee's employment with the Company will not be deemed to have been
terminated if the optionee is transferred from SunGard to a subsidiary of
SunGard, or vice versa, or from one subsidiary of SunGard to another; and
(iii) if an optionee terminates his or her employment with the Company
following a reduction in his or her rate of compensation, then the
optionee's employment with the Company will be deemed to have been
terminated by the Company without Cause.
EFFECTIVE DATE OF NEW SECTION 10. The "Effective Date" of New Section 10 of the
Plan shall be November 8, 1991, unless postponed as follows:
(1) The addition of New Section 10 to the Plan has been under consideration
by the Board since at least February 1991. The Company was not during that
period, and the Company is not on the date of this Amendment, planning,
negotiating or consummating any plan of combination (as defined in A.P.B. 16)
that was or is intended to be accounted for as a pooling-of-interests. The
addition of new Section 10 to the Plan, therefore, has not been adopted in
contemplation of any pooling-of-interests transaction.
(2) It is the Company's express intention that the addition of new Section
10 to the Plan will not, by itself, prohibit the use of pooling-of-interests
accounting treatment for any plan of combination in which the Company desires to
participate and as to which the parties desire to use pooling-of-interests
accounting treatment.
(3) If, within two years after the date of this Amendment, any such plan of
combination in which the Company desires to participate is initiated (as defined
in A.P.B. 16), but the independent auditors of the Company or of a party that
intends to acquire control of the Company will not approve pooling-of-interests
accounting treatment for the sole reason that new Section 10 was added to the
----
Plan within the two years preceding the initiation of such plan of combination,
then the Company shall in good faith use its best efforts to secure such
approval of such independent auditors by, for example, seeking an appropriate
no-action letter or other consent from the Securities and Exchange Commission or
taking such other appropriate actions, if any are reasonably possible, that will
secure such approval.
<PAGE>
(4) If, despite such efforts, such independent auditors remain unable to
approve the use of pooling-of-interests accounting treatment for such plan of
combination for the sole reason that new Section 10 was added to the Plan within
----
the two years preceding the initiation of such plan of combination, then the
"Effective Date" of new Section 10 of the Plan shall be postponed until the
earliest date that will permit such independent auditors to approve the use of
pooling-of-interests accounting treatment for such plan of combination, but not
later than November 8, 1993.
Date: November 8, 1991 SunGard Data Systems Inc.
By:
------------------------------------
James L. Mann, Chairman, President
and Chief Executive Officer
<PAGE>
SunGard(R) Data Systems Inc.
Amendment No. 5
to
1986 Stock Option Plan
In accordance with the resolutions adopted by the Board of Directors of SunGard
Data Systems Inc., a Delaware corporation ("Company"), at its meeting held on
February 16, 1993, the SunGard Data Systems Inc. 1986 Stock Option Plan, as
previously amended ("Plan"), is amended as follows:
1. The first sentence of Section 2 of the Plan is amended in its entirety to
read as follows:
"The aggregate number of shares of the Company's Common Stock, par
value $0.01 per share, which may be issued under this Plan shall be
1,000,000 shares."
2. This amendment shall not become effective unless and until it is approved
by the affirmative vote of the holders of a majority of the outstanding
shares of Common Stock represented and entitled to vote at a duly convened
meeting of the Company's stockholders. If this amendment is so approved by
the Company's stockholders, then the date of such approval shall be the
effective date of this amendment.
3. This amendment shall be submitted to the Company's stockholders for
approval at the Company's 1993 annual meeting of stockholders. If such
approval is not obtained at such meeting (or at any subsequent meeting at
which such approval is sought), then, at the discretion of the Board, this
amendment may be re-submitted to the Company's stockholders for approval at
any subsequent annual meeting of stockholders or at any special meeting of
stockholders (including a special meeting that may be called solely for
that purpose).
4. Unless and until the approval of the Company's stockholders to this
amendment is obtained, this amendment shall have no force and effect, and
the Plan shall continue in effect in accordance with its terms without
regard to this amendment.
Date: February 16, 1993 SunGard Data Systems Inc.
By:
----------------------------------
James L. Mann, Chairman, President
and Chief Executive Officer
SunGard(R) Data Systems Inc.
<PAGE>
SunGard(R) 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 ("Company"), at its meeting held on
February 13, 1995, the SunGard Data Systems Inc. 1986 Stock Option Plan, as
previously amended ("Plan"), is amended as follows:
1. The first sentence of Section 2 of the Plan is amended in its entirety to
read as follows:
"The aggregate number of shares of the Company's Common Stock, par
value $0.01 per share, which may be issued under this Plan shall be
1,000,000 shares, with an individual limit of 100,000 shares per
optionee per year."
2. The first sentence of Section 7 of the Plan is amended in its entirety to
read as follows:
"No option shall be granted pursuant to this Plan after February 13,
1998."
3. This amendment shall, for federal tax law purposes, result in the adoption
of a new stock option plan.
4. This amendment shall not become effective unless and until it is approved
by the affirmative vote of the holders of a majority of the outstanding
shares of Common Stock represented and entitled to vote at a duly convened
meeting of the Company's stockholders. If this amendment is so approved by
the Company's stockholders, then the date of such approval shall be the
effective date of this amendment.
5. This amendment shall be submitted to the Company's stockholders for
approval at the Company's 1995 annual meeting of stockholders. If such
approval is not obtained at such meeting (or at any subsequent meeting at
which such approval is sought), then, at the discretion of the Board, this
amendment may be re-submitted to the Company's stockholders for approval at
any subsequent annual meeting of stockholders or at any special meeting of
stockholders (including a special meeting that may be called solely for
that purpose).
6. Unless and until the approval of the Company's stockholders to this
amendment is obtained, this amendment shall have no force and effect, and
the Plan shall continue in effect in accordance with its terms without
regard to this amendment.
Date: February 13, 1995 SunGard Data Systems Inc.
By:
----------------------------------
James L. Mann, Chairman, President
and Chief Executive Officer
<PAGE>
ADDENDUM TO
SUNGARD DATA SYSTEMS INC.
1986 STOCK OPTION PLAN
FOR
UNITED KINGDOM OPTIONEES
------------------------
Solely for the purposes of options to be granted in the United Kingdom ("UK")
the SunGard Data Systems Inc. 1986 Stock Option Plan, as amended ("the US
Plan"), is hereby amended as follows:
1. Preamble
--------
a. This Addendum adapts the terms of the US Plan in order to render the US
Plan capable of approval as an Approved Share Option Scheme under
Section 185 and Schedule 9 of the Income and Corporation Taxes Act
1988.
b. The adapted Plan ("the UK Plan") is for the benefit only of UK resident
employees to SunGard Data Systems Inc. and all current or future
companies of which it has control (the "Company").
c. The UK Plan is an Addendum to the US Plan, must be read and construed
in conjunction with the US Plan, and is subject to the terms and
conditions of the US Plan except to the extent that such terms and
conditions differ from, or conflict with, the terms set out herein.
2. Definitions
-----------
For the UK Plan purposes, the following terms in the UK Plan including for
the avoidance of doubt the US Plan shall have the following meanings.
Unless otherwise defined herein or unless the context clearly requires
otherwise, capitalised terms used herein shall have the meanings given to
them in the US Plan.
a. Plan
----
The Company's 1986 Incentive Stock Option Plan, as amended, including
the UK Addendum.
b. Fair Market Value
-----------------
The value of a share of the Company's common stock as determined by the
Board in accordance with Part VIII of the Capital Gains Tax Act 1979
and agreed in advance by the
<PAGE>
Inland Revenue Shares Valuation Division, but in no event shall such
value be less than the fair market value determined for United States
income tax purposes.
c. Stock Option
------------
An option to purchase shares of the stock granted under the Plan, as
specified in paragraph 5 of the US Plan.
d. Key Employees
-------------
Employees, including officers and directors, who, in the opinion of the
Board of Directors or the Committee, can make significant contributions
to the Company, as defined in paragraph 4a of the US Plan.
e. Qualifying Employee
-------------------
An employee other than a director of the Company who is required under
the terms of his employment to work for at least twenty hours a week
for the Company, excluding meal breaks.
f. Material Interest
-----------------
In respect of a person's shareholdings beneficially owned, or owned
indirectly by the person and his associates (as defined in Section 417
Income and Corporation Taxes Act 1988) which enable the person,
together with his associates to control more than 10% of the Company's
stock.
g. Date of Grant
-------------
The date on which an option is granted.
h. Option Price
------------
The price at which a participant may exercise an Option in accordance
with the rules of the Plan.
i. Participant
-----------
A qualifying employee.
j. Relevant Emoluments
-------------------
The meaning which the terms bears in sub-paragraph (2) of paragraph 28
of Schedule 9 by
<PAGE>
virtue of sub-paragraph (5) of that paragraph.
k. Schedule 9
----------
Schedule 9 to the Income and Corporation Taxes Act 1988.
l. Subsisting Option
-----------------
An Option which has neither lapsed or been exercised.
m. Associated Company
------------------
Has the same meaning as in Section 416 of the Income and Corporation
Taxes Act 1988.
3. Eligibility of Employees
------------------------
The conditions set out in paragraph 3 of the US Plan should be taken to be
expanded as below for UK purposes.
a. All participants must be qualifying employees of the Company or any of
its affiliates; provided, however, that all participants must also meet
the requirements for participation under the US Internal Revenue Code.
b. Also, in the UK no participant may have, or have had within the
preceding twelve months, a material interest in a close company within
the meaning of Chapter I or Part XI of the Income and Corporation Taxes
Act 1988, which is:
(i) A company the shares of which may be acquired pursuant to the
exercise of rights obtained under the Plan; or
(ii) A company which has control of such a company or is a member of a
consortium which owns such a company.
c. For the avoidance of doubt, any person precluded by paragraph 8 of
Schedule 9 Income and Corporation Taxes Act 1988 may not be granted or
exercise an option while so precluded.
4. Stock Option
------------
The nature of the Stock Options is covered by paragraph 5 of the US Plan,
with the following amendments:
a. For UK purposes, payment or exercise will only be in cash.
<PAGE>
b. Notwithstanding the conditions of the US Plan regarding the timing of
the exercising of options, options shall only be exercisable after the
first anniversary of the grant of the relevant options and prior to the
tenth anniversary thereof or the earlier expiration thereof. Where an
individual exercises any option before three years from the date the
option was granted he shall not receive the UK tax advantages
prescribed in Section 185 (2) and (3) of the UK Income and Corporation
Taxes Act 1988.
Furthermore, if an option is exercised as provided in the US plan and
such exercise is within three years of the exercise of an option which
is approved under Section 185, the second option only will not receive
the UK tax advantages prescribed in Section 185 (2) and (3) of the
Income and Corporation Taxes Act 1988.
c. The provisions of the Appendix I of the US plan relating to the
Company's repurchase rights do not apply in the UK. For UK purposes
only vested shares may be acquired upon exercise of options granted
under the plan.
d. Any adjustment to the Option Shares and Option Price as a result of a
stock dividend, stock split, recapitalization or other variation in
share capital will only be made following UK Inland Revenue approval.
5. Limitation of Rights
--------------------
The conditions of paragraph 5 of the US Plan are expanded to contain the
following:
a. Notwithstanding paragraph 5(b), as amended, of the US Plan, stock
options may not be granted if they exceed the lower of the limits set
out in (i) paragraph 5(b) of the US Plan or, (ii) the UK limits set out
below.
b. Options may not be granted to the participant in the UK at any time if
to do so would cause the aggregate of the Option Price for all
subsisting Options granted to the Participant under the UK Plan or any
other share option scheme approved by the Board of Inland Revenue under
the provisions of Schedule 9, established by the Company or by any
associated company of the company to exceed a sum equal to the greater
of 100,000 pounds in sterling or four times the Participant's relevant
emoluments at the exchange rate ruling on the date of the grant.
c. No additional conditions restricting exercise will be imposed without
prior Inland Revenue approval.
6. Amendments
----------
No amendments shall have effect for the purposes of the UK Plan until
approved by the UK Inland Revenue. Conditions imposed under Clause 9(c) of
the US Plan shall not be effective for
<PAGE>
the purposes of the UK Plan prior to UK Inland Revenue approval.
7. Scheme Shares
-------------
a. For the avoidance of doubt, it is confirmed that the scheme shares
described in Appendix I of the US Plan will satisfy the provisions of
paragraph 10 to 14 of the Schedule 9.
b. Shares will be allotted within the thirty (30) days of the date of
exercise, subject to clause 3 of Appendix I of the US Scheme
8. Stock Appreciation Rights
-------------------------
Clause 6 of the US Plan shall not apply for the purposes of the UK Plan.
THE UNDERSIGNED CERTIFIES THAT THIS ADDENDUM WAS DULY ADOPTED BY THE BOARD OF
DIRECTORS OF SUNGARD DATA SYSTEMS INC. ON THE TWELFTH DAY OF FEBRUARY, 1991.
-------------------------------
Lawrence A. Gross, Secretary of
SunGard Data Systems Inc.
