X0306 4 2013-06-17 0 0001337272 SUNGARD CAPITAL CORP NONE 0001140933 FRADIN RUSSELL P SUNGARD DATA SYSTEMS INC. 680 E. SWEDESFORD ROAD WAYNE PA 19087 1 1 0 0 President & CEO Time-Based Restricted Stock Unit 0 2013-06-17 4 A 0 32500 0 A Unit 32500 32500 D Performance-Based Restricted Stock Unit 0 2013-06-17 4 A 0 32500 0 A Unit 32500 32500 D Time-Based Appreciation Unit 0 2013-06-17 4 A 0 600000 0 A Unit 600000 600000 D Performance-Based Appreciation Unit 0 2013-06-17 4 A 0 1050000 0 A Unit 1050000 1050000 D Time-Based Restricted Stock Units ("RSU") vest over four years with 25% vesting on each of June 1, 2014, June 1, 2015, June 1, 2016 and June 1, 2017. The Reporting Person's vested RSUs are paid in shares upon the first to occur of (i) a change of control, (ii) the Reporting Person's separation from service without cause, or (iii) June 1, 2017. If a change of control occurs before the RSUs are fully vested, any RSUs that subsequently vest are paid upon the first to occur of clauses (ii) and (iii) above. Each "Unit" consists of 1.3 shares of Class A-8 common stock and 0.1444 shares of Class L common stock of SunGard Capital Corp. and 0.05 shares of preferred stock of SunGard Capital Corp. II. Performance-Based RSUs vest upon the satisfaction of certain performance criteria for the period beginning January 1, 2014 and ending December 31, 2014, with 25% of the earned amount vesting on each of December 31, 2014, June 1, 2015, June 1, 2016 and June 1, 2017. The Reporting Person's vested RSUs are paid in shares upon the first to occur of (i) a change of control, (ii) the Reporting Person's separation from service without cause, or (iii) June 1, 2017. If a change of control occurs before the RSUs are fully vested, any RSUs that subsequently vest are paid upon the first to occur of clauses (ii) and (iii) above. Time-based appreciation units vest in installments with 40% vesting on the date of grant and 20% vesting on each of June 1, 2014, June 1, 2015 and June 1, 2016. The Reporting Person's vested appreciation units are paid in shares upon the first to occur of (i) a change of control, (ii) the Reporting Person's termination of employment for any reason other than for cause, or (iii) June 1, 2017. Performance-based appreciation units vest if the average value of shares on a measurement date meets specified stock price thresholds during the period beginning on the date of grant and ending on June 1, 2017. The Reporting Person's vested appreciation units are paid in shares upon the first to occur of (i) a change of control, (ii) the Reporting Person's termination of employment for any reason other than for cause, or (iii) June 1, 2017. Leslie S. Brush, attorney-in-fact for Russell P. Fradin 2013-06-19