Exhibit 10(F)



 






Exhibit 10(f)




RESTRICTED STOCK AWARD AGREEMENT




	 	 	 	 	 
	

	 	CheckFree Corporation

4411 East Jones Bridge Road

Norcross, Georgia 30092

(678) 375-3000	 	 
	 
	 	 	 	 
	 
	 
	 	 	 	 
	Associate Name and Address:
	 	 	 	 
	 
	 	 	 	 
	Number of Restricted Shares Subject to Award:
	 	 	 	 
	 
	 	 	 	 
	Date of Award Grant:
	 	 	 	 
	 
	 	 	 	 
	 





     CheckFree Corporation, a Delaware corporation (the “Company”), hereby grants to the
individual whose name appears above (the “Associate”) a Restricted Stock Award (the “Award”) of
shares of its Common Stock, $0.01 par value per share (the “Restricted Shares”) to be issued to
Associate as set forth below, subject to all of the terms and conditions set forth in this
Restricted Stock Award Agreement (this “Agreement”) and the Company’s 2002 Stock Incentive Plan
(the “Plan”). All terms and conditions set forth in Annex I hereto and the Plan are deemed to be
incorporated herein in their entirety.



1. Vesting Provisions.




     (a) Provided that the Associate is employed by the Company on such dates, the Associate’s
Restricted Shares will be issued (subject to tax withholding) and become vested in five equal
installments on the following dates:



     •   [Date]



     •   [Date]



     •   [Date];



     •   [Date]; and



     •   [Date].



If the application of this paragraph would result in Associate vesting in a fraction of a share of
Common Stock, such fractional share of Common Stock will be rounded down to the next whole share,
in which case adjustments may be made to future vesting increments to prevent exceeding the total
number of Restricted Shares subject to the Award, as provided above.



     (b) If the Associate’s employment or service with the Company terminates for any reason before
all of Associate’s Restricted Shares have become vested under this Award, the Associate’s
Restricted Shares that have not been issued and have not vested shall be forfeited on and after the
effective date of the termination.



     (c) Notwithstanding the foregoing, if the Associate terminates employment or service with the
Company because he or she has been employed by an Affiliate or Subsidiary of the Company, the
Associate shall continue to vest in the Restricted Shares in accordance with the


 









 




vesting schedule
set forth in paragraph 1(a) above, and Associate’s cessation of employment or service with the
Company shall not be deemed a forfeiture event hereunder.


     (d) The Stock Option and Compensation Committee will have the right to determine, in its sole
discretion, how an Associate’s leave of absence will affect the terms of this Award, including the
vesting and issuance of Restricted Shares hereunder.



     (e) The Company will not have any further obligations to the Associate under this Award if the
Associate’s Restricted Shares are forfeited as provided herein.



2. General




     By signing below, you agree that this award is governed by this Agreement, and by the terms
and conditions contained in the Plan, as amended from time to time and incorporated into this
Agreement by reference. A copy of the Plan is available upon request by contact the Human
Resources Department at the Company’s executive offices.



CheckFree Corporation




	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	

	 	

	 	

	 	 
	 

	 	 	 	Date	 	 
	Its:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Associate	 	 	 	 
	 
	 	 	 	 	 	 
	
	 	
	 	 
	

	 	Associate
	 	Date	 	 







	ID: [ID]	2



 









 






ANNEX I TO RESTRICTED STOCK AWARD AGREEMENT




TERMS AND CONDITIONS OF RESTRICTED STOCK AWARD




     1. Issuance of Restricted Stock. The Company, or its transfer agent, will issue and
deliver the vested portion of the Restricted Shares to the Associate as soon as practicable after
the Restricted Shares become vested, subject to payment of the applicable withholding tax liability
as set forth below. If the Associate dies before the Company has distributed any portion of the
vested Restricted Shares, the Company will transfer any vested Restricted Shares in accordance with
the Associate’s will or, if the Associate did not have a will, the vested Restricted Shares will be
distributed in accordance with the laws of descent and distribution.



     2. Withholding Taxes. Notwithstanding anything in this Agreement to the contrary, no
certificate representing Restricted Stock shall be delivered unless and until Associate shall have
delivered to the Company or its designated Affiliate, the full amount of any federal, state or
local income and other withholding taxes. The Company is permitted to withhold a number of shares
of Restricted Stock equal in value to Associate’s withholding obligations and to pay this amount to
the Internal Revenue Service on Associate’s behalf.



     3. Non-transferability of Award. Until the Restricted Shares have vested as set
forth on page 1 of this Agreement, the Restricted Shares granted herein and the rights and
privileges conferred hereby may not be sold, transferred, pledged, assigned, or otherwise alienated
or hypothecated (by operation of law or otherwise). Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of such award, or of any right or privilege conferred hereby,
contrary to the provisions of the Plan or of this Agreement, or upon any attempted sale under any
execution, attachment or similar process upon the rights and privileges conferred hereby, such
award and the rights and privileges conferred hereby shall immediately become null and void.



     4. Conditions to Issuance of Shares. The shares of stock deliverable to
Associate may be either previously authorized but unissued shares or issued shares which have been
reacquired by the Company. The Company shall not be required to issue any certificate or
certificates for shares of stock hereunder prior to fulfillment of all of the following conditions:
(a) the admission of such shares to listing on all stock exchanges on which such class of stock is
then listed; (b) the completion of any registration or other qualification of such shares under any
State or Federal law or under the rulings or regulations of the Securities and Exchange Commission
or any other governmental regulatory body, which the Stock Option and Compensation Committee (the
“Committee”) shall, in its absolute discretion, deem necessary or advisable; (c) the obtaining of
any approval or other clearance from any State or Federal governmental agency, which the Committee
shall, in its absolute discretion, determine to be necessary or advisable; and (d) the lapse of
such reasonable period of time following the date of grant of the Restricted Shares as the
Committee may establish from time to time for reasons of administrative convenience.



     5. No Rights as Stockholder. Until the Restricted Shares have vested and have been
issued, Associate shall not have any rights of a stockholder of the Company with respect to the
Restricted Shares, including any right to vote such Restricted Shares and to receive dividends and
distributions on such Restricted Shares.



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     6. Plan Governs. This Agreement is subject to all the terms and provisions of the
Plan. In the event of a conflict between one or more provisions of this Agreement and one or more
provisions of the Plan, the provisions of the Plan shall govern. Undefined capitalized terms used
in this Agreement shall have the meanings set forth in the Plan.



     7. No Right to Continued Employment. Associate understands and agrees that this
Agreement does not impact in any way the right of the Company, or any Affiliate of the Company
employing Associate, to terminate or change the terms of the employment of Associate at any time
for any reason whatsoever, with or without cause. Associate understands and agrees that his or her
employment with the Company or an Affiliate is on an “at-will” basis only.



     8. Addresses for Notices. Any notice to be given to the Company under the terms of
this Agreement shall be addressed to the Company, in care of the Compensation Manager, at CheckFree
Corporation, 4411 East Jones Bridge Road, Norcross, Georgia 30092, or at such other address as the
Company may hereafter designate in writing. Any notice to be given to Associate shall be addressed
to Associate at the address set forth on page 1 of this Agreement, or at such other address for
Associate maintained on the books and records of the Company.



     10. Captions. Captions provided herein are for convenience only and are not to serve
as a basis for interpretation or construction of this Agreement.



     11. Agreement Severable. In the event that any provision in this Agreement shall be
held invalid or unenforceable, such provision shall be severable from, and such invalidity or
unenforceability shall not be construed to have any effect on, the remaining provisions of this
Notice and Agreement.




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