Restricted Stock Award Agreement with Edward C. Nafus



 Exhibit 10.65 
  
 1996 
  
 RESTRICTED STOCK AWARD AGREEMENT 
  
 Name of Grantee (the “Grantee): Edward C. Nafus 
  
 Date of Restricted Stock Award (the “Award Date”): January 11, 2005 
  
 Number of Shares Covered by Restricted Stock Award (the “Award Shares”): 100,000 
  
 This Restricted Stock Award Agreement (this “Agreement”) is entered into as of the Date of Restricted Stock Award
set forth above (the “Award Date”) by and between CSG SYSTEMS INTERNATIONAL, INC., a Delaware corporation (the “Company”), and the Grantee named above (the “Grantee”). 
  
 * * * 
  
 WHEREAS, the Company has adopted a 1996 Stock Incentive Plan (the “Plan”); and 
  
 WHEREAS, pursuant to the Plan, as of the Award Date the Company granted to
Grantee a Restricted Stock Award (the “Award”) covering the number of shares of the Common Stock of the Company (the “Common Stock”) set forth above (the “Award Shares”) and is executing this Agreement with Grantee for
the purpose of setting forth the terms and conditions of the Award; 
  
 NOW, THEREFORE, in consideration of the premises and the covenants and conditions contained herein, the Company and Grantee agree as follows: 
  
 1. Award of Restricted Shares. 
  
 (a) The Company hereby confirms the grant of the Award to Grantee as of the Award Date. The Award is subject to all of the terms and conditions of this
Agreement. 
  
 (b) Promptly after the execution of this Agreement,
the Company will cause the transfer agent for the Common Stock (the “Transfer Agent”) to (i) either establish a separate account in its records in the name of Grantee (the “Restricted Stock Account”) and credit the Award Shares
to the Restricted Stock Account as of the Award Date or credit the Award Shares to a previously existing Restricted Stock Account of Grantee as of the Award Date and (ii) confirm such actions to Grantee in writing. 
  
 2. Vesting of Award Shares. 
  
 (a) Fifty percent (50%) of the Award Shares automatically will vest in
Grantee on that date which is the first anniversary of the Award Date, twenty-five percent (25%) of the Award Shares automatically will vest in Grantee on that date which is eighteen (18) 








 
months after the Award Date, and twenty-five percent (25%) of the Award Shares automatically will vest in Grantee on that date which is the second
anniversary of the Award Date (each date referred to in the preceding provisions of this Section 2(a) being referred to in this Agreement as a “Vesting Date”); provided, however, that no Award Shares shall vest in Grantee on a particular
Vesting Date unless Grantee has been continuously employed by the Company from the Award Date until such Vesting Date. Notwithstanding the preceding provisions of this Section 2(a), if the Grantee’s employment with the Company is terminated by
the Company without cause (as defined in the Employment Agreement dated November 17, 1998, among the Company, CSG Systems, Inc., and the Grantee), then all Award Shares which have not previously vested in Grantee pursuant to this Section 2(a) as of
the effective date of such termination of the Grantee’s employment without cause automatically shall fully vest in Grantee on such effective date. 
  
 (b) For purposes of this Agreement, a “Termination of Employment” of Grantee means the effective time when the employer-employee relationship
between Grantee and the Company terminates for any reason whatsoever. 
  
 (c) In determining the existence of continuous employment of Grantee by the Company or the existence of an employer-employee relationship between Grantee and the Company for purposes of this Agreement, the term “Company” shall
include a Subsidiary (as defined in the Plan); and neither a transfer of Grantee from the employ of the Company to the employ of a Subsidiary nor the transfer of Grantee from the employ of a Subsidiary to the employ of the Company or another
Subsidiary shall be deemed to be a Termination of Employment of Grantee. 
  
 (d) After the Grantee has become vested in any of the Award Shares and, if applicable, after the cancellation of certain of the Award Shares as provided for in Section 12(b) has occurred, the Company will instruct the
Transfer Agent to remove all restrictions on the transfer, assignment, pledge, encumbrance, or other disposition of the then remaining vested Award Shares in the Restricted Stock Account. Grantee thereafter shall be free to deal with and dispose of
such remaining vested Award Shares in Grantee’s sole discretion and may request the Transfer Agent to issue a certificate for such remaining vested Award Shares in Grantee’s name free of any restrictions. 
  
 3. Cancellation of Unvested Award Shares. 
  
 Upon a Termination of Employment of Grantee, all of the rights and interests
of Grantee in any of the Award Shares which have not vested in Grantee pursuant to Section 2 prior to such Termination of Employment of Grantee automatically shall completely and forever terminate; and, at the direction of the Company, the Transfer
Agent shall remove from the Restricted Stock Account and cancel all of such unvested Award Shares. 
  
 4. Employment. 
  
 Nothing contained in this Agreement (i) obligates the Company or a Subsidiary to continue to employ Grantee in any capacity whatsoever or (ii) prohibits
or restricts the Company or a Subsidiary from terminating the employment of Grantee at any time or for any reason whatsoever. In the event of a Termination of Employment of Grantee, Grantee shall have only the rights set forth in this Agreement with
respect to the Award Shares. 
  

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 5. Change in Capitalization. 
  
 If at any time that any of the Award Shares have not vested in Grantee there is any non-cash dividend of securities or other
property or rights to acquire securities or other property, any liquidating dividend of cash and/or property, or any stock dividend or stock split or other change in the character or amount of any of the outstanding securities of the Company, then
in such event any and all new, substituted, or additional securities or other property to which Grantee may become entitled by reason of Grantee’s ownership of such unvested Award Shares immediately and automatically shall become subject to
this Agreement, shall be delivered to the Transfer Agent or to an independent Escrow Agent selected by the Company to be held by the Transfer Agent or such Escrow Agent pursuant to the terms of this Agreement (including but not limited to the
provisions of Sections 3 and 8), and shall have the same status with respect to vesting and transfer as the unvested Award Shares upon which such dividend was paid or with respect to which such new, substituted, or additional securities or other
property was distributed. Any cash or cash equivalents received pursuant to the first sentence of this Section 5 shall be invested in conservative short-term interest-bearing securities, and interest earned thereon also shall have the same status
with respect to vesting and transfer as the unvested Award Shares with respect to which such cash or cash equivalents were received. Cash dividends (other than liquidating dividends) paid on such unvested Award Shares shall be paid to Grantee and
shall not be subject to vesting or to the first sentence of this Section 5. 
  
 6. Representations of Grantee. 
  
 Grantee hereby represents and warrants to the Company as follows: 
  
 (a) Grantee had full legal power, authority, and capacity to execute and deliver this Agreement and to perform Grantee’s obligations under this
Agreement; and this Agreement is a valid and binding obligation of Grantee, enforceable in accordance with its terms, except that the enforcement of this Agreement may be subject to bankruptcy, insolvency, reorganization, moratorium, or other
similar laws now or hereafter in effect relating to creditors’ rights generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). 
  
 (b) Grantee is aware of the public availability on the Internet at
www.sec.gov of the Company’s periodic and other filings made with the United States Securities and Exchange Commission. 
  
 7. Representations and Warranties of the Company. 
  

The Company hereby represents and warrants to Grantee as follows: 
  
 (a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of Delaware and has
all requisite corporate power and authority to enter into this Agreement, to issue the Award Shares to Grantee, and to perform its obligations under this Agreement. 
  

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 (b) The execution and delivery of this Agreement by the Company have been duly and validly authorized;
and all necessary corporate action has been taken to make this Agreement a valid and binding obligation of the Company, enforceable in accordance with its terms, except that the enforcement of this Agreement may be subject to bankruptcy, insolvency,
reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

  
 (c) When issued to Grantee as provided for in this Agreement,
the Award Shares will be duly and validly issued, fully paid, and non-assessable. 
  
 8. Restriction on Sale or Transfer of Award Shares. 
  
 None of the Award Shares that have not vested in Grantee pursuant to Section 2 (and no beneficial interest in any of such Award Shares) may be sold,
transferred, assigned, pledged, encumbered, or otherwise disposed of in any way (including a transfer by operation of law); and any attempt to make any such sale, transfer, assignment, pledge, encumbrance, or other disposition shall be null and void
and of no effect. 
  
 9. Enforcement. 
  
 The Company and Grantee acknowledge that the Company’s remedy at law
for any breach or violation or attempted breach or violation of the provisions of Section 8 will be inadequate and that, in the event of any such breach or violation or attempted breach or violation, the Company shall be entitled to injunctive
relief in addition to any other remedy, at law or in equity, to which the Company may be entitled. 
  
 10. Violation of Transfer Provisions. 
  
 Neither the Company nor the Transfer Agent shall be required to transfer on the stock records of the Company maintained by either of them any Award Shares
which have been sold, transferred, assigned, pledged, encumbered, or otherwise disposed of in violation of any of the provisions of this Agreement or to treat as the owner of such Award Shares or accord the right to vote or receive dividends to any
purported transferee or pledgee to whom such Award Shares shall have been so sold, transferred, assigned, pledged, encumbered, or otherwise disposed of in violation of any of the provisions of this Agreement. 
  
 11. Section 83(b) Election. 
  
 Grantee shall have the right to make an election pursuant to Treasury
Regulation § 1.83-2 with respect to the Award Shares and, if Grantee makes such election, promptly will furnish to the Company a copy of the form of election Grantee has filed with the Internal Revenue Service for such purpose and evidence that
such an election has been made in a timely manner. 
  

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 12. Withholding. 
  
 (a) Upon Grantee’s making of the election referred to in Section 11 with respect to any of the Award Shares, Grantee
shall pay to or provide for the payment to or withholding by the Company of all amounts which the Company is required to withhold from Grantee’s compensation for federal, state, or local tax purposes by reason of or in connection with such
election. Notwithstanding any provision of this Agreement to the contrary, neither the Company nor the Transfer Agent shall be obligated to release from the Restricted Stock Account any of the Award Shares with respect to which Grantee has made such
election and which have vested in Grantee until Grantee’s obligations under this Section 12 have been satisfied. 
  
 (b) Upon the vesting in Grantee of any of the Award Shares as to which the election referred to in Section 11 was not made by Grantee, the Company shall
compute as of the applicable vesting date the amounts which the Company is required to withhold from Grantee’s compensation for federal, state, or local tax purposes by reason of or in connection with such vesting, based upon the Fair Market
Value (as defined in the Plan) of such Award Shares. After making such computation, the Company shall direct the Transfer Agent to remove from the Restricted Stock Account and cancel that number of the Award Shares whose Fair Market Value (as
defined in the Plan) as of the applicable vesting date is equal to the aggregate of such amounts required to be withheld by the Company; provided, that for such purpose the number of Award Shares to be removed from the Restricted Stock Account and
cancelled shall be rounded up to the nearest whole Award Share. After the actions prescribed by the preceding provisions of this Section 12(b) have been taken, the Company when required by law to do so shall pay to the applicable tax authorities in
cash the amounts required to have been withheld from Grantee’s compensation by reason of or in connection with the vesting referred to in the first sentence of this Section 12(b), with any excess amount resulting from such rounding being
treated as federal income tax withholding; and Grantee shall have (i) no further obligation with respect to such amounts required to be withheld and (ii) no further rights or interests in the Award Shares withdrawn from the Restricted Stock Account
and cancelled pursuant to this Section 12(b), unless the Company has miscomputed such amounts or the number of such Award Shares. 
  
 13. Voting and Other Stockholder Rights. 
  
 Grantee shall have the right to vote with respect to all of the Award Shares which are outstanding and credited to the Restricted Stock Account as of a
record date for determining stockholders of the Company entitled to vote, whether or not such Award Shares are vested in Grantee as of such record date. Except as expressly limited or restricted by this Agreement and except as otherwise provided in
this Agreement, Grantee shall have all of the rights of a stockholder of the Company with respect to all of the Award Shares which are outstanding and credited to the Restricted Stock Account at a particular time, whether or not such Award Shares
are vested in Grantee at such time. 
  
 14. Application of
Plan. 
  
 The relevant provisions of the Plan relating to
Restricted Stock Awards and the authority of the Committee under the Plan shall be applicable to this Agreement to the extent that this Agreement does not otherwise expressly address the subject matter of such provisions. 
  

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 15. General Provisions. 
  
 (a) No Assignments. Grantee may not sell, transfer, assign, pledge, encumber, or otherwise dispose of any of
Grantee’s rights or obligations under this Agreement without the prior written consent of the Company; and any such attempted sale, transfer, assignment, pledge, encumbrance, or other disposition shall be void. 
  
 (b) Notices. All notices, requests, consents, and other communications
required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and made upon personal delivery to the person for whom such item is intended (including by a reputable overnight delivery service which shall
be deemed to have effected personal delivery) or upon deposit, postage prepaid, registered or certified mail, return receipt requested, in the United States mail as follows: 
  
 (i) if to Grantee, addressed to Grantee at Grantee’s address shown on the stockholder records
maintained by the Transfer Agent or at such other address as Grantee may specify by written notice to the Transfer Agent, or 
  
 (ii) if to the Company, addressed to the Chief Financial Officer of the Company at the principal office of the Company or at such other
address as the Company may specify by written notice to Grantee. 
  
 Each such
notice, request, consent, and other communication shall be deemed to have been given upon receipt thereof as set forth above or, if sooner, three (3) business days after deposit as described above. An address for purposes of this Section 15(b) may
be changed by giving written notice of such change in the manner provided in this Section 15(b) for giving notice. Unless and until such written notice is received, the addresses referred to in this Section 15(b) shall be deemed to continue in
effect for all purposes of this Agreement. 
  
 (c) Choice of
Law. This Agreement shall be governed by and construed in accordance with the internal laws, and not the laws of conflicts of laws, of the State of Delaware. 
  
 (d) Severability. The Company and Grantee agree that the provisions of this Agreement are reasonable and shall be
binding and enforceable in accordance with their terms and, in any event, that the provisions of this Agreement shall be enforced to the fullest extent permitted by law. If any provision of this Agreement for any reason shall be adjudged to be
unenforceable or invalid, then such unenforceable or invalid provision shall not affect the enforceability or validity of the remaining provisions of this Agreement, and the Company and Grantee agree to replace such unenforceable or invalid
provision with an enforceable and valid arrangement which in its economic effect shall be as close as possible to the unenforceable or invalid provision. 
  
 (e) Parties in Interest. All of the terms and provisions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by
the respective heirs, personal representatives, successors, and assigns of the Company and the Grantee; provided, that the provisions of this Section 15(e) shall not authorize any sale, transfer, assignment, pledge, encumbrance, or other disposition
of the Award Shares which is otherwise prohibited by this Agreement. 
  

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 (f) Modification, Amendment, and Waiver. No modification, amendment, or waiver of any provision of
this Agreement shall be effective against the Company or Grantee unless such modification, amendment, or waiver is in writing and states that it is intended to modify, amend, or waive a specific provision of this Agreement and, in the case of the
Company, such modification, amendment, or waiver has been authorized by the Committee. The failure of the Company or Grantee at any time to enforce any of the provisions of this Agreement shall not be construed as a waiver of such provisions and
shall not affect the right of the Company or Grantee thereafter to enforce each and every provision of this Agreement in accordance with its terms. 
  
 (g) Integration. This Agreement constitutes the entire agreement of the Company and Grantee with respect to the subject matter of this Agreement
and supersedes all prior negotiations, understandings, and agreements, written or oral, with respect to such subject matter. 
  
 (h) Headings. The headings of the sections and paragraphs of this Agreement have been inserted for convenience of reference only and do not
constitute a part of this Agreement. 
  
 (i) Counterparts.
This Agreement may be executed in counterparts with the same effect as if both the Company and Grantee had signed the same document. All such counterparts shall be deemed to be an original, shall be construed together, and shall constitute one and
the same instrument. 
  
 (j) Further Assurances. The
Company and Grantee agree to use their best efforts and act in good faith in carrying out their obligations under this Agreement. The Company and Grantee also agree to execute and deliver such additional documents and to take such further actions as
reasonably may be necessary or desirable to carry out the purposes and intent of this Agreement. 
  
 IN WITNESS WHEREOF, the Company and Grantee have executed this Restricted Stock Award Agreement as of the Award Date. 
  

					
	COMPANY:	 	GRANTEE:
		
	 CSG SYSTEMS INTERNATIONAL, INC.,
 a Delaware
corporation
	 	 /s/ Edward C. Nafus


	 	 	Edward C. Nafus
			
	By:	 	 /s/ Neal C. Hansen

	 	 
	Title:	 	Chairman of the Board and Chief	 	 
	 	 	Executive Officer	 	 

  

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