EXHIBIT 10.12
OPTION ASSUMPTION NOTICE
This memo provides additional information regarding your previously
granted options to purchase shares of common stock of SS&C Technologies, Inc.
("SS&C"). As you know, on November 23, 2005, SS&C became a wholly owned
subsidiary of Sunshine Acquisition Corporation ("Sunshine") pursuant to a merger
agreement, entered into on July 28, 2005, as amended, by and among Sunshine,
SS&C and Sunshine Merger Corporation (the "Merger Agreement"). Pursuant to the
terms of such merger (the "Merger"), each outstanding and unvested option to
purchase shares of SS&C common stock (each, an "SS&C Option") was accelerated
and became fully vested prior to the Merger. Each SS&C Option that remained
outstanding at the time of the Merger was assumed by Sunshine and was
automatically converted into an option to purchase shares of Sunshine common
stock (each, an "Assumed Option").
Except as described below, each Assumed Option will continue to be subject
to the terms and conditions set forth in the applicable "SS&C Plan" (as defined
below) and the stock option agreement attached hereto as Exhibit A (the "Option
Agreement").
1. Definitions. Following the Merger, each reference contained in the SS&C
Technologies, Inc. 1998 Stock Incentive Plan, the SS&C Technologies, Inc. 1999
Non-Officer Employee Stock Incentive Plan (attached hereto as Exhibit B,
collectively, the "SS&C Plans") and the Option Agreement to (a) the "Company" or
"SS&C Technologies, Inc." shall be deemed to refer to Sunshine or any successor
corporation thereto and (b) your "employment," "service" or another term having
a similar meaning shall be deemed to refer to your similar relationship with
Sunshine or any of its subsidiaries.
2. Number of Shares Subject to Assumed Options. At the time of the Merger,
your SS&C Options were converted into options to purchase shares of Sunshine
common stock, or Assumed Options. The per share value of Sunshine common stock
immediately following the Merger was $74.50, which is equal to two times the per
share value of SS&C common stock ($37.25) immediately prior to the Merger, based
on the per share merger consideration. This change in capitalization was made to
minimize the aggregate number of shares outstanding.
As a result of the conversion of your SS&C Options and the increased per
share value of Sunshine common stock, the number of shares of Sunshine common
stock subject to your Assumed Options is equal to one-half of the number of
shares of SS&C common stock that were subject to your SS&C Options (subject to
differences due to rounding), but the aggregate value of your Assumed Options
immediately following the Merger remained the same as the aggregate value of
your SS&C Options immediately prior to the Merger.
For example, if the number of shares of SS&C common stock subject to your
SS&C Options was 1,000 shares immediately prior to the Merger, then the number
of shares of Sunshine common stock subject to your Assumed Options is 500 shares
(calculated as 0.5 times 1000). As described above, the per share value of SS&C
common stock immediately prior to the
Merger was $37.25 and the per share value of Sunshine common stock immediately
following the Merger was $74.50. As a result, in this example, your Assumed
Options had an aggregate value of $37,250 immediately following the Merger
(determined by multiplying 500 shares by a per share value of $74.50), which
equals the aggregate value of your SS&C Options immediately prior to the Merger
($37,250, determined by multiplying 1,000 shares by a per share value of
$37.25).
3. Exercise Price. As described above, since immediately following the
Merger the per share value of Sunshine common stock was equal to two times the
per share value of SS&C common stock immediately prior to the Merger, the
exercise price per share of Sunshine common stock issuable upon exercise of an
Assumed Option was also adjusted to equal two times the exercise price per share
of SS&C common stock issuable upon exercise of an SS&C Option immediately prior
to the Merger. However, the aggregate exercise price of your Assumed Option will
remain the same as the aggregate exercise price of your SS&C Option immediately
prior to the Merger.
For example, if the number of shares of SS&C common stock subject to your
SS&C Option was 1,000 shares with an exercise price of $10.00 per share
immediately prior to the Merger, then the number of shares of Sunshine common
stock subject to your Assumed Option is 500 shares with an exercise price of
$20.00 per share (for an aggregate exercise price, in each case, of $10,000).
4. Vesting. Your Assumed Options are now fully vested and exercisable.
5. Option Exercise Procedure. Unless otherwise determined by the
administrator of the SS&C Plans, you must provide Sunshine with 30 days notice
prior to your intent to exercise any Assumed Option (in such form as Sunshine
will determine) or such other amount of time as the administrator determines
necessary in order for Sunshine to comply with applicable securities law. After
this notice period, to exercise an Assumed Option, we must receive your written
notice of exercise in accordance with the Stockholders Agreement and the Option
Agreement. With the exercise notice, you also must either (i) send full payment
of the exercise price and any applicable withholding taxes or (ii) with the
consent of the board of directors and pursuant to the terms of the Stockholders
Agreement and Option Agreement, surrender such number of shares then issuable
upon exercise of the Assumed Option having a fair market value equal to the
aggregate exercise price of the exercised portion of the Assumed Option and the
withholding taxes. Your ability to purchase shares through the exercise of an
Assumed Option is conditioned upon compliance with any laws and Sunshine's
policies that may apply to you.
6. Stockholders Agreement. You have entered into a stockholders agreement
with Sunshine and affiliates of The Carlyle Group (attached hereto as Exhibit C,
the "Stockholders Agreement"). The Stockholders Agreement, in addition to the
Option Agreement(s) and the applicable SS&C Plan(s), will govern your Assumed
Options.
7. Acknowledgment. Exhibit D attached hereto sets forth the number of
shares of Sunshine common stock which you may purchase under each of your
Assumed Options and the adjusted exercise price per share (collectively, the
"Terms"). You acknowledge, by receipt of this Notice and/or through your
decision to exercise the Assumed Option(s), that the Terms of all
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of your Assumed Option(s) (in the form and subject to the terms of the
applicable SS&C Plan and the Option Agreement) listed on Exhibit C are true and
accurate and that you are not entitled to any additional benefits, rights or
features, other than those provided by the applicable SS&C Plan, the Option
Agreement and the Stockholders Agreement, with respect to any Assumed Option.
If you have questions regarding the foregoing, please do not hesitate to
contact Patrick J. Pedonti of Sunshine at (860) 298-4738 or at
ppedonti@sscinc.com. Please keep a copy of this letter and attach it to the
Option Agreement, the applicable SS&C Plans and the Stockholders Agreement in
order for you to have a complete record of all the terms and provisions
applicable to your Assumed Options.
Sunshine Acquisition Corporation
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By: [NAME]
Title:
Date:
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EXHIBIT A
[Option Agreement]
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EXHIBIT B
[SS&C Plans]
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EXHIBIT C
[Stockholders Agreement]
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EXHIBIT D
SCHEDULE OF SS&C TECHNOLOGIES, INC. OPTIONS
ASSUMED BY SUNSHINE ACQUISITION CORPORATION
OPTIONEE NAME:
PRE-MERGER - SS&C OPTIONS POST-MERGER - ASSUMED OPTIONS
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NUMBER OF NUMBER OF
UNDERLYING UNDERLYING
OPTION SS&C EXERCISE SUNSHINE EXERCISE
NUMBER SHARES PRICE SHARES PRICE
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