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EXHIBIT 10.9
SS&C TECHNOLOGIES, INC. MANAGEMENT RIGHTS AGREEMENT
THIS
MANAGEMENT RIGHTS AGREEMENT (this "AGREEMENT") is effective as
of
November 23, 2005, by and among Carlyle Partners IV, L.P., a
Delaware limited
partnership ("CP IV"), CP IV Coinvestment, L.P., a Delaware limited
partnership
("COINVESTMENT"), Sunshine Acquisition Corporation, a Delaware
corporation
("ACQUISITION CORP.") and SS&C Technologies, Inc. a Delaware
corporation (the
"Company").
RECITALS
WHEREAS, the Company is wholly owned by Acquisition Corp.;
WHEREAS, CP IV and Coinvestment together own a majority of the
equity
interests of Acquisition Corp.;
WHEREAS, Acquisition Corp. and the Company wish to provide CP IV
with
certain rights with regard to the equity interests of Acquisition
Corp. held by
CP IV and to set forth their understanding with regard to the
operations,
control and management of the Acquisition Corp. and the Company;
and
WHEREAS, CP IV has requested to be granted, and Acquisition Corp.
and the
Company have agreed to grant to CP IV, the right to review the
Books and Records
(as defined below) of Acquisition Corp. and the Company and the
Books and
Records of their subsidiaries and to consult with management of the
Acquisition
and the Company and their respective subsidiaries regarding
operations.
AGREEMENT
NOW
THEREFORE, in consideration of the foregoing and for other good
and
valuable consideration, the sufficiency of which is hereby
acknowledged, the
parties hereby agree as follows:
1. Certain Definitions. As used in this Agreement, the following
terms
shall have the following respective meanings:
a. "BENEFICIAL OWNERSHIP" means the power, directly or
indirectly, through any contract, arrangement, understanding,
relationship or
otherwise, to (i) vote, or to direct the voting of, a security; and
(ii)
dispose, or to direct the disposition of, such security.
"Beneficially Owns"
shall mean having Beneficial Ownership.
b. "ACQUISITION BOARD" means the board of directors of
Acquisition Corp.
c. "COMPANY BOARD" means the board of directors of the Company.
d. "VOTING SECURITIES" shall mean with respect to any entity,
all
debt or equity securities of such entity entitled to vote for the
board of
directors, board of managers or other similar body elected or
appointed to
manage the business of such entity.
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2. Designation and Election of Directors.
a. During the term of this Agreement, CP IV shall be entitled
to
nominate one director to serve as a member of the Acquisition Board
(the
"ACQUISITION NOMINEE"). Additionally, during the term of this
Agreement, CP IV
shall have the right to appoint one non-voting board observer to
the Company
Board, who will be entitled to attend all meetings of the Company
Board and
receive all copies of all materials provided to the Company Board
(including,
without limitation, minutes of previous board meetings of such
Company Board),
provided that such observer shall have no voting rights with
respect to any
actions taken or elected not to be taken by the Company Board (the
"COMPANY
BOARD OBSERVER"). The Company reserves the right to withhold any
information and
to exclude the Company Board Observer from any meeting or portion
thereof if
access to such information or attendance at such meeting would
adversely affect
the attorney-client privilege between the Company and its counsel
or result in a
conflict of interest. For the avoidance of doubt, no Company Board
Observer
shall have voting rights or fiduciary obligations to the Company or
the
stockholders but each shall be bound by the same confidentiality
obligations as
the members of the Company Board.
b. CP IV hereby designates Claudius E. Watts IV as the
Acquisition Nominee and as the Company Board Observer.
c. If the Acquisition Nominee or the Company Board Observer
shall
be unable or unwilling to serve prior to his or her election or
appointment to
the applicable Acquisition Board or Company Board, CP IV shall be
entitled to
nominate a replacement who shall then be the respective Acquisition
Nominee or
Company Board Observer for the purposes of this Agreement. If,
following
election or appointment to the Acquisition Board or the Company
Board, the
Acquisition Nominee or the Company Board Observer shall resign or
be removed for
cause or be unable to serve by reason of death or disability, CP IV
shall,
within 30 days of such event, notify the respective Acquisition
Board or the
Company Board in writing of a replacement, and all parties hereto
shall take
such steps as may be necessary to elect or appoint such replacement
to the
Acquisition Board or the Company Board to fill the unexpired term
of the
respective Acquisition Nominee or Company Board Observer.
d. Each party hereto agrees not to take any action without the
written consent of CP IV, which consent may be given or withheld in
CP IV's sole
discretion, to remove, whether or not for cause, the Acquisition
Nominee from
the Acquisition Board following his or her election thereto
