##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For The Fiscal Year Ended June 30, 2007
Commission File Number: 0-26802
 CheckFree Corporation
  Delaware
    
    58-2360335(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 4411 East Jones Bridge Road
Norcross, Georgia 30092
 (678) 375-3000
  Title of Each Class
    
    Name of Exchange on Which RegisteredCommon Stock, $.01 par value
    
    Nasdaq Global Select MarketPreferred Stock Purchase Rights
    
    Nasdaq Global Select Market
  þ o
 o þ
 þ o
 þ
  þ o o
 o þ




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##### 



Table of Contents
 PageExplanatory Note
    
    
    3Part IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    4Item 11.
    
    Executive Compensation
    
    
    7Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    
    34Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    37Item 14.
    
    Principal Accountant Fees and Services
    
    
    39Part IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    40SignaturesEX-31.(A) SECTION 302 CERTIFICATION OF CEOEX-31.(B) SECTION 302 CERTIFICATION OF CFO
  2




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Explanatory Note
  3




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Part III
 
 Item 10. Directors, Executive Officers and Corporate Governance.
 Directors
  Class I Directors (Terms Expire in 2008)
 Name
    
    Age
    
    PositionWilliam P. Boardman
    
    66
    
    DirectorJames D. Dixon
    
    64
    
    Director
 Class II Directors (Terms Expire in 2009)
 Name
    
    Age
    
    PositionMark A. Johnson
    
    54
    
    Vice Chairman and DirectorEugene F. Quinn
    
    53
    
    Director
 Class III Directors (Terms Expire in 2007)
 Name
    
    Age
    
    PositionPeter J. Kight
    
    51
    
    Chairman and Chief Executive OfficerJeffrey M. Wilkins
    
    63
    
    DirectorC. Beth Cotner
    
    54
    
    Director
 Peter J. Kight
 Mark A. Johnson
 William P. Boardman
 4




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C. Beth Cotner
 James D. Dixon
 Eugene F. Quinn
 Jeffrey M. Wilkins
 Executive Officers
  Leigh Asher
 Laura E. Binion
 5




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Jardon T. Bouska
 Michael P. Gianoni
 Alex P. Hart
 David E. Mangum
 Stephen E. Olsen
  Section 16(a) Beneficial Ownership Reporting Compliance
  6




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Code of Business Conduct, Corporate Governance Guidelines and Committee Charters
 www.checkfreecorp.com
 Audit Committee
  
 Item 11. Executive Compensation.
 Compensation Discussion and Analysis
 Overview
  
    
    CheckFrees officer and employee compensation policies;
    
    the salaries of CheckFrees executive officers;
    
    the formula for determining cash incentive plan awards, including performance
objectives, to CheckFrees executive officers under the CheckFree Corporation 2008
Incentive Compensation Plan, and any predecessor or successor plan thereto, and to
CheckFrees broader employee base under our other cash incentive programs; and
    
    the grants of equity awards to CheckFrees executive officers and other key employees,
including performance objectives associated with those awards, under the CheckFree
Corporation Amended and Restated 2002 Stock Incentive Plan and any successor plan thereto.
  
    
    the objectives of our executive compensation program;
    
    the elements of compensation provided to our executive officers; and
    
    the factors considered in determining the levels, elements and mix of compensation
provided to our executive officers.
 Objectives of Our Compensation Programs
  7




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
    
    attract, motivate and retain executives who are able to grow the company while achieving
targeted profitability levels;
    
    provide the opportunity for compensation commensurate with the level of performance
achieved relative to the industry and our own internal goals; and
    
    align the interests of the executives with those of our stockholders by providing a
long-term, equity-based component.
  Process for Determining Executive Compensation and Pay Philosophy
   th th th th
 8




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th
   Elements of Executive Compensation
  
    
    base salary;
    
    annual cash incentives based on the achievement of fiscal year performance objectives;
    
    stock options; and
    
    shares of performance accelerated restricted stock, or PARS.
   9




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Base Salary
  Annual Cash Incentives
   
    
    extraordinary gains or losses;
    
    mergers and acquisitions;
    
    the effects of changes in accounting principles;
    
    changes in tax regulations; and
    
    any other unusual charges or gains that impact financial performance, such as charges
related to warrants issued to third parties.
  10




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Fiscal 2007 TargetCash IncentiveAward
    
    % Based on Total
    
    % Based on BusinessName and Position
    
    (as a % of salary)
    
    Company Objectives
    
    Unit ObjectivesPeter J. Kight
Chairman and Chief Executive Officer
    
    
    115
    %
    
    
    100
    %
    
    
    0
    %David E. Mangum
Executive Vice President and
Chief Financial Officer
    
    
    70
    %
    
    
    100
    %
    
    
    0
    %Stephen E. Olsen
Chief Operating Officer
    
    
    70
    %
    
    
    100
    %
    
    
    0
    %Mark A. Johnson
Vice Chairman
    
    
    50
    %
    
    
    100
    %
    
    
    0
    %Randal A. McCoy
Former Executive Vice President,
General Manager  Software
    
    
    70
    %
    
    
    40
    %
    
    
    60
    %
 
  11




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Long-Term Equity-Based Incentive Plans
  12




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Performance Accelerated Restricted Stock
  
    
    focus executives on building long-term strategic and financial results in support of our
long-term growth and performance goals and link long-term compensation to appropriate
stockholder return;
    
    provide a vehicle to address executive retention; and
    
    allow our executive officers to comply with our share ownership guidelines.
  
    
    the attainment of the cumulative financial performance objectives at the end of a
three-year performance period;
    
    the completion of five years of employment after the date of grant; or
    
    a defined change in control of the company.
   Percentage of PARS AwardMeasure
    
    Attributable to MeasureCumulative three-year free cash flow
    
    
    50
    %Cumulative three-year revenue (excluding the
impact of previously issued warrants)
    
    
    25
    %Cumulative
three-year underlying earnings per share
    
    
    25
    %
  13




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
    
    extraordinary gains or losses;
    
    mergers and acquisitions;
    
    the effects of any changes in accounting principles;
    
    changes in tax regulations; and
    
    any other unusual charges or gains that impact financial performance, such as charges
associated with previously issued warrants.
  14




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Stock Options
   Share Ownership Guidelines
  
    
    build long-term commitment and perspective;
    
    tie executive wealth creation to stockholder value creation without requiring cash
outlays by the executive officer; and
    
    send positive signals to the investment community.
  Employment Agreement with Peter J. Kight
  15




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Retention Agreements and Other Separation Agreements
    Tax Implications
  16




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Compensation Committee Report
   
 The foregoing Report of the Compensation Committee does not constitute soliciting material and
should not be deemed to be filed with the Securities and Exchange Commission or incorporated by
reference into any of our other filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate
this Report by reference in any of those filings.
 Compensation Committee Interlocks and Insider Participation
  Summary Compensation for Fiscal Year 2007
  Non-EquityStock
    
    Option
    
    Incentive Plan
    
    All OtherSalary
    
    Bonus
    
    Awards
    
    Awards
    
    Compensation
    
    Compensation
    
    TotalName and Principal Position
    
    ($)
    
    ($)
    
    ($)(1)
    
    ($)(2)
    
    ($)
    
    ($)(3)
    
    ($)Peter J. Kight
    
    $
    520,000
    
    
    
    
    
    
    $
    859,968
    
    
    $
    1,552,406
    
    
    $
    370,760
    
    
    $
    134,033
    
    
    $
    3,437,167Chairman and Chief
Executive OfficerDavid E. Mangum
    
    $
    279,413
    
    
    
    
    
    
    $
    184,426
    
    
    $
    236,157
    
    
    $
    122,048
    
    
    $
    6,111
    
    
    $
    828,155Executive Vice President
andChief Financial OfficerStephen E. Olsen
    
    $
    332,062
    
    
    
    
    
    
    $
    225,568
    
    
    $
    240,257
    
    
    $
    145,045
    
    
    $
    6,192
    
    
    $
    949,124Chief Operating OfficerMark A. Johnson
    
    $
    287,795
    
    
    
    
    
    
    $
    129,703
    
    
    $
    396,970
    
    
    $
    89,792
    
    
    $
    7,644
    
    
    $
    911,904Vice ChairmanRandal A. McCoy (4)
    
    $
    278,968
    
    
    
    
    
    
    $
    113,314
    
    
    $
    137,288
    
    
    $
    129,714
    
    
    $
    7,512
    
    
    $
    666,796Former Executive Vice
President and General
Manager  Software
 
 (1)
    
    Represents dollar amount recognized for financial reporting purposes for the fiscal year ended
June 30, 2007, in accordance with FAS 123(R) and thus may include amounts from awards granted in
and prior to fiscal year 2007. This amount disregards any estimates of forfeiture during the
fiscal year but accounting for any actual forfeiture by a named executive officer during the fiscal
year. Assumptions used in the calculation of these amounts are included in note 13 to our audited
consolidated financial statements for the fiscal year ended June 30, 2007, included in our 17




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Annual Report on Form 10-K filed with the Securities and Exchange Commission on August 24, 2007.
There can be no assurance that the FAS 123(R) amounts will ever be realized.(2)
    
    Represents dollar amount recognized for financial reporting purposes for the fiscal year ended
June 30, 2007, in accordance with FAS 123(R) and thus may include amounts from awards granted in
and prior to fiscal year 2007. This amount disregards any estimates of forfeiture during the fiscal
year but accounting for any actual forfeiture by a named executive officer during the fiscal year.
Assumptions used in the calculation of these amounts are included in note 13 to our audited
consolidated financial statements for the fiscal year ended June 30, 2007, included in our Annual
Report on Form 10-K filed with the Securities and Exchange Commission on August 24, 2007. There
can be no assurance that the FAS 123(R) amounts will ever be realized.(3)
    
    All Other Compensation represents 401(k) match of $6,148 for Mr. Kight, $6,111 for Mr. Mangum,
$6,192 for Mr. Olsen, $7,644 for Mr. Johnson and $7,512 for Mr. McCoy. In addition, All Other
Compensation represents $127,885 (net of reimbursement) for Mr. Kight related to personal use of
our corporate aircraft. Personal use of our corporate aircraft consists of the incremental cost to
us of personal use by Mr. Kight of our corporate aircraft and is calculated based on a methodology
that includes the weighted average cost of fuel, maintenance and repair expenses, pilot services,
travel expenses and other variable costs associated with such use. Because the corporate aircraft
is used primarily for business travel, the methodology excludes fixed costs that do not change
based on usage, including pilot salaries, the lease costs of the aircraft and the cost of
maintenance not related to personal travel. Mr. Kight, his family and guests occasionally fly on
the corporate aircraft as additional passengers on personal flights that are attributed to Mr.
Kight, in which case the entire incremental cost is allocated to Mr. Kight for the personal flight.(4)
    
    Mr. McCoys employment with us ended August 24, 2007. Grants of Plan Based Awards for Fiscal Year 2007
  All OtherOptionAwards:
    
    Exercise
    
    GrantEstimated Future Payouts
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number of
    
    or Base
    
    Date FairUnder Non-Equity Incentive
    
    Estimated Future Payouts Under
    
    Securities
    
    Price of
    
    Value ofPlan Awards(2)
    
    Equity Incentive Plan Awards (5)
    
    Underlying
    
    Option
    
    Stock andGrant
    
    Approval
    
    Threshold
    
    Target
    
    Maximum
    
    Threshold
    
    
    
    
    
    
    
    
    
    Options
    
    Awards
    
    OptionName
    
    Date
    
    Date(1)
    
    ($) (3)
    
    ($)
    
    ($)(4)
    
    (#)
    
    Target (#)
    
    Maximum (#)
    
    (#)(6)
    
    ($/Sh)(7)
    
    Awards ($)Peter J. Kight
    
    
    N/A
    
    
    
    N/A
    
    
    $
    0
    
    
    $
    598,000
    
    
    $
    2,000,0008/4/06
    
    
    
    7/27/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,590
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    991,0098/4/06
    
    
    
    7/27/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,263
    
    
    $
    37.27
    
    
    $
    1,239,007David E. Mangum
    
    
    N/A
    
    
    
    N/A
    
    
    $
    0
    
    
    $
    196,852
    
    
    $
    2,000,0008/4/06
    
    
    
    7/27/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,474
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    204,0168/4/06
    
    
    
    7/27/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,403
    
    
    $
    37.27
    
    
    $
    255,006Stephen E. Olsen
    
    
    N/A
    
    
    
    N/A
    
    
    $
    0
    
    
    $
    233,942
    
    
    $
    2,000,0008/4/06
    
    
    
    7/27/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,608
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    209,0108/4/06
    
    
    
    7/27/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,598
    
    
    $
    37.27
    
    
    $
    259,019Mark A. Johnson
    
    
    N/A
    
    
    
    N/A
    
    
    $
    0
    
    
    $
    144,826
    
    
    $
    2,000,0008/4/06
    
    
    
    7/27/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,052
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    151,0188/4/06
    
    
    
    7/27/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,193
    
    
    $
    37.27
    
    
    $
    189,008Randal A. McCoy
    
    
    N/A
    
    
    
    N/A
    
    
    $
    0
    
    
    $
    196,538
    
    
    $
    2,000,0008/4/06
    
    
    
    7/27/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,193
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    119,0038/4/06
    
    
    
    7/27/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,199
    
    
    $
    37.27
    
    
    $
    148,011
 18




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(1)
    
    For equity awards, the Approval Date is the date on which our Compensation Committee took
action; however, pursuant to our granting policies, annual stock option and performance accelerated
restricted stock (PARS) awards are not effective until the third trading day after we publicly
announce earnings information for the last completed fourth quarter and fiscal year.(2)
    
    All non-equity incentive plan awards were granted under the 2003 Incentive Compensation Plan,
or the 2003 plan.(3)
    
    Award payments are prorated based on the achievement of performance objectives above the
minimum threshold for each relevant performance component as more fully described under
Compensation Discussion and Analysis  Annual Cash Incentives.(4)
    
    Award payments are prorated based on the achievement of performance objectives above the
target level for each relevant performance component as more fully described under Compensation
Discussion and Analysis  Annual Cash Incentives, but the aggregate cash payment under the 2003
plan for a named executive officer may not exceed $2.0 million in any given year.(5)
    
    All equity incentive plan awards were granted under the 2002 Stock Incentive Plan, or the 2002
plan. All PARS shares awarded by the Committee will vest no later than five years after the grant
date, but may vest earlier, in whole or in part, based on the achievement of each targeted
performance measure during the three-year performance period. Our Compensation Committee determines
the dollar value of PARS awards for each named executive officer as of the effective grant date.
The terms of our 2002 plan at the time of these grants defined fair market value of a share of our
common stock as the closing price of our stock on the last trading day before the effective grant
date. As a result, the number of PARS shares granted to a named executive officer for fiscal year
2007 was determined by dividing (1) the dollar value of the award set by the Committee when it took
action by (2) the closing price of our common stock on the last trading day before the effective
grant date.Pursuant to the terms of the applicable PARS award agreement, until the PARS shares have
vested and been issued, the named executive officer does not have any rights of a stockholder with
respect to the shares including any right to vote such shares or receive dividends or distributions
on such shares.For additional information regarding PARS awards, please see Compensation Discussion and
Analysis  Long-Term Equity-Based Incentive Plans in this Form 10-K/A. (6)
    
    All stock option awards were granted under our 2002 plan and have a ten-year life. Each
stock option award reported in this table vests ratably over a three-year period. Our Compensation
Committee determines the Black-Scholes dollar value of stock option awards for each named executive
officer as of the effective grant date. The terms of our 2002 plan at the time of these grants
defined fair market value of a share of our common stock as the closing price of our common stock
on the last trading day before the effective grant date. The number of stock options that a named
executive officer received for fiscal year 2007 was determined by dividing (1) the value of the
stock option award set by the Committee when it took action by (2) the Black-Scholes value of an
option to purchase a share of our common stock as of the close of business on the last trading day
before the effective grant date. The Black-Scholes value of our common stock on August 3, 2006 was
$20.56 per share.For additional information regarding stock option awards, please see Compensation Discussion
and Analysis  Long-Term Equity-Based Incentive Plans in this Form 10-K/A (7)
    
    Pursuant to the terms of our 2002 plan at the time of these grants, the exercise price of a
stock option award was equal to the closing price of our common stock on the last trading day
before the effective grant date. The effective grant date of all stock option awards reported in
this table was August 4, 2006. As a result, the exercise price of these stock options is equal to
the closing price of our common stock on August 3, 2006. The closing price of our common stock on
August 4, 2006 was $36.92. 19




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Outstanding Equity Awards at 2007 Fiscal Year End
 Option Awards
    
    Stock AwardsEquityEquity
    
    IncentiveEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Incentive
    
    PlanIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan
    
    Awards:Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards:
    
    Market orNumber of
    
    Awards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number of
    
    Payout ValueNumber of
    
    Securities
    
    Number of
    
    
    
    
    
    
    
    
    
    Number of
    
    
    
    
    
    Unearned
    
    or UnearnedSecurities
    
    Underlying
    
    Securities
    
    
    
    
    
    
    
    
    
    Shares or
    
    Market Value
    
    Shares, Units
    
    Shares, UnitsUnderlying
    
    Unexercised
    
    Underlying
    
    
    
    
    
    
    
    
    
    Units of
    
    of Shares or
    
    or Other
    
    or OtherUnexercised
    
    Options (#) 
    
    Unexercised
    
    Option
    
    Option
    
    Stock That
    
    Units of Stock
    
    Rights That
    
    Rights ThatOptions (#) 
    
    Unexercisable
    
    Unearned
    
    Exercise
    
    Expiration
    
    Have Not
    
    That Have
    
    Have Not
    
    Have NotName
    
    Exercisable
    
    (1)
    
    Options (#)
    
    Price ($)
    
    Date
    
    Vested (#)(2)
    
    Not Vested ($)
    
    Vested (#)(3)
    
    Vested ($)Peter J. Kight
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    $
    25.75
    
    
    
    5/1/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    $
    44.44
    
    
    
    5/7/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    $
    104.50
    
    
    
    1/1/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    $
    51.56
    
    
    
    7/1/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    $
    42.50
    
    
    
    1/1/2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    $
    35.07
    
    
    
    7/1/2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200,000
    
    
    
    
    
    
    
    
    
    
    $
    16.04
    
    
    
    12/4/2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    $
    15.00
    
    
    
    12/16/2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200,000
    
    
    
    
    
    
    
    
    
    
    $
    27.84
    
    
    
    10/30/2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,785
    
    
    
    23,893
    
    
    
    
    
    
    $
    25.51
    
    
    
    8/6/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,168
    
    
    
    38,335
    
    
    
    
    
    
    $
    40.25
    
    
    
    8/5/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,263
    
    
    
    
    
    
    $
    37.27
    
    
    
    8/4/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,928
    
    
    $
    1,323,706
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,870
    
    
    $
    838,974
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,590
    
    
    $
    1,068,918David E. Mangum
    
    
    60,000
    
    
    
    
    
    
    
    
    
    
    $
    31.94
    
    
    
    9/7/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,500
    
    
    
    
    
    
    
    
    
    
    $
    42.50
    
    
    
    1/1/2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,500
    
    
    
    
    
    
    
    
    
    
    $
    35.07
    
    
    
    7/1/2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,333
    
    
    
    
    
    
    
    
    
    
    $
    16.04
    
    
    
    12/4/2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,667
    
    
    
    
    
    
    
    
    
    
    $
    15.00
    
    
    
    12/16/2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,918
    
    
    
    4,959
    
    
    
    
    
    
    $
    25.51
    
    
    
    8/6/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,979
    
    
    
    7,956
    
    
    
    
    
    
    $
    40.25
    
    
    
    8/5/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,403
    
    
    
    
    
    
    $
    37.27
    
    
    
    8/4/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,703
    
    
    $
    269,461
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,248
    
    
    $
    170,770
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,474
    
    
    $
    220,055Stephen E. Olson
    
    
    1,642
    
    
    
    
    
    
    
    
    
    
    $
    15.00
    
    
    
    10/29/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,500
    
    
    
    
    
    
    
    
    
    
    $
    42.50
    
    
    
    1/1/2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,000
    
    
    
    
    
    
    
    
    
    
    $
    35.07
    
    
    
    7/1/2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    $
    16.04
    
    
    
    12/4/2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26
    
    
    
    
    
    
    
    
    
    
    $
    15.00
    
    
    
    12/16/2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,098
    
    
    
    5,049
    
    
    
    
    
    
    $
    25.51
    
    
    
    8/6/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,051
    
    
    
    8,101
    
    
    
    
    
    
    $
    40.25
    
    
    
    8/5/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,598
    
    
    
    
    
    
    $
    37.27
    
    
    
    8/4/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,192
    
    
    $
    88,118
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,821
    
    
    $
    274,204
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,323
    
    
    $
    173,785
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,608
    
    
    $
    225,442Mark A. Johnson
    
    
    25,000
    
    
    
    
    
    
    
    
    
    
    $
    25.75
    
    
    
    5/1/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    
    
    
    
    
    
    
    
    $
    44.44
    
    
    
    5/7/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,500
    
    
    
    
    
    
    
    
    
    
    $
    104.50
    
    
    
    1/1/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,000
    
    
    
    
    
    
    
    
    
    
    $
    51.56
    
    
    
    7/1/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,000
    
    
    
    
    
    
    
    
    
    
    $
    42.50
    
    
    
    1/1/2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,000
    
    
    
    
    
    
    
    
    
    
    $
    35.07
    
    
    
    7/1/2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,000
    
    
    
    
    
    
    
    
    
    
    $
    16.04
    
    
    
    12/4/2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,000
    
    
    
    
    
    
    
    
    
    
    $
    15.00
    
    
    
    12/16/2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,000
    
    
    
    15,000
    
    
    
    
    
    
    $
    19.55
    
    
    
    2/18/2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,303
    
    
    
    3,652
    
    
    
    
    
    
    $
    25.51
    
    
    
    8/6/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 20




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##### Table of Contents



Option Awards
    
    Stock AwardsEquityEquity
    
    IncentiveEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Incentive
    
    PlanIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan
    
    Awards:Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards:
    
    Market orNumber of
    
    Awards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number of
    
    Payout ValueNumber of
    
    Securities
    
    Number of
    
    
    
    
    
    
    
    
    
    Number of
    
    
    
    
    
    Unearned
    
    or UnearnedSecurities
    
    Underlying
    
    Securities
    
    
    
    
    
    
    
    
    
    Shares or
    
    Market Value
    
    Shares, Units
    
    Shares, UnitsUnderlying
    
    Unexercised
    
    Underlying
    
    
    
    
    
    
    
    
    
    Units of
    
    of Shares or
    
    or Other
    
    or OtherUnexercised
    
    Options (#) 
    
    Unexercised
    
    Option
    
    Option
    
    Stock That
    
    Units of Stock
    
    Rights That
    
    Rights ThatOptions (#) 
    
    Unexercisable
    
    Unearned
    
    Exercise
    
    Expiration
    
    Have Not
    
    That Have
    
    Have Not
    
    Have NotName
    
    Exercisable
    
    (1)
    
    Options (#)
    
    Price ($)
    
    Date
    
    Vested (#)(2)
    
    Not Vested ($)
    
    Vested (#)(3)
    
    Vested ($)2,930
    
    
    
    5,858
    
    
    
    
    
    
    $
    40.25
    
    
    
    8/5/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,193
    
    
    
    
    
    
    $
    37.27
    
    
    
    8/4/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,939
    
    
    $
    198,548
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,130
    
    
    $
    125,826
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,052
    
    
    $
    162,890Randal A. McCoy
    
    
    12,500
    
    
    
    
    
    
    
    
    
    
    $
    42.50
    
    
    
    1/1/2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,612
    
    
    
    
    
    
    
    
    
    
    $
    35.07
    
    
    
    7/1/2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    $
    16.04
    
    
    
    12/4/2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    59
    
    
    
    
    
    
    
    
    
    
    $
    15.00
    
    
    
    12/16/2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,885
    
    
    
    2,885
    
    
    
    
    
    
    $
    25.51
    
    
    
    8/6/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,315
    
    
    
    4,629
    
    
    
    
    
    
    $
    40.25
    
    
    
    8/5/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,199
    
    
    
    
    
    
    $
    37.27
    
    
    
    8/4/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,881
    
    
    $
    156,016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,460
    
    
    $
    98,892
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,193
    
    
    $
    128,359
 
 (1)
    
    Represents options unexercisable as of June 30, 2007. 
    For Mr. Kight: of the 23,893 unexercisable options that expire on 8/6/14, all vested on
8/6/07; of the 38,335 unexercisable options that expire on 8/5/15, 19,167 vested on 8/5/07
and 19,168 will vest on 8/5/08; and of the 60,263 unexercisable options that expire on
8/4/16, 20,088 vested on 8/4/07, 20,087 will vest on 8/4/08 and 20,088 will vest on 8/4/09.
 
    For Mr. Mangum: of the 4,959 unexercisable options that expire on 8/6/14, all vested on
8/6/07; of the 7,956 unexercisable options that expire on 8/5/15, 3,978 vested on 8/5/07
and 3,978 will vest on 8/5/08; and of the 12,403 unexercisable options that expire on
8/4/16, 4,135 vested on 8/4/07, 4,134 will vest on 8/4/08 and 4,134 will vest on 8/4/09.
 
    For Mr. Olsen: of the 5,049 unexercisable options that expire on 8/6/14, all vested on
8/6/07; of the 8,101 unexercisable options that expire on 8/5/15, 4,050 vested on 8/5/07
and 4,051 will vest on 8/5/08; and of the 12,598 unexercisable options that expire on
8/4/16, 4,200 vested on 8/4/07, 4,199 will vest on 8/4/08 and 4,199 will vest on 8/4/09.
 
    For Mr. Johnson: of the 15,000 unexercisable options that expire on 2/18/13, all will
vest on 2/18/08; of the 3,652 unexercisable options that expire on 8/6/14, all vested on
8/6/07; of the 5,858 unexercisable options that expire on 8/5/15, 2,929 vested on 8/5/07
and 2,929 will vest on 8/5/08; and of the 9,193 unexercisable options that expire on
8/4/16, 3,065 vested on 8/4/07, 3,064 will vest on 8/4/08 and 3,064 will vest on 8/4/09.
 
    For Mr. McCoy: of the 2,885 unexercisable options that expire on 8/6/14, all vested on
8/6/07; of the 4,629 unexercisable options that expire on 8/5/15, 2,314 vested on 8/5/07;
and of the 7,199 unexercisable options that expire on 8/4/16, 2,400 vested on 8/4/07. Mr.
McCoys employment with us ended August 24, 2007, and as a result, none of his remaining
option awards outstanding as of June 30, 2007 will vest.
 (3)
    
    Represents shares that have not vested as of June 30, 2007. 
    For Mr. Olsen: of the 2,192 shares of stock that have not vested, 548 shares will vest
on 5/4/08, 548 shares will vest on 5/4/09, 548 shares will vest on 5/4/10 and 548 shares
will vest on 5/4/11.
 (4)
    
    Represents equity incentive plan shares that were unvested as of June 30, 2007. 
    For Mr. Kight: the 32,928 shares vested on 8/6/07; the 20,870 shares will vest on 8/5/08
if the three year cumulative financial objectives are achieved, otherwise they will vest on
8/5/10; and the 26,590 shares will vest on 8/4/09 if the three year cumulative financial
objectives are achieved, otherwise they will vest on 8/4/11.
 
    For Mr. Mangum: the 6,703 shares vested on 8/6/07; the 4,248 shares will vest on 8/5/08
if the three year cumulative financial objectives are achieved, otherwise they will vest on
8/5/10; and the 5,474 shares will vest on 8/4/09 if the three year cumulative financial
objectives are achieved, otherwise they will vest on 8/4/11.
 
    For Mr. Olsen: the 6,821 shares vested on 8/6/07; the 4,323 shares will vest on 8/5/08
if the three year cumulative financial objectives are achieved, otherwise they will vest on
8/5/10; and the 5,608 shares will vest on 8/4/09 if the three year cumulative financial
objectives are achieved, otherwise they will vest on 8/4/11.
 
    For Mr. Johnson: the 4,939 shares vested on 8/6/07; the 3,130 shares will vest on
8/5/08 if the three year cumulative financial objectives are achieved, otherwise they will
vest on 8/5/10; and the 4,052 shares will
 21




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##### Table of Contents





vest on 8/4/09 if the three year cumulative financial objectives are achieved, otherwise they
will vest on 8/4/11.



    For Mr. McCoy: the 3,881 shares vested on 8/6/07. Mr. McCoys employment with us ended
August 24, 2007, and as a result, none of his remaining PARS awards outstanding as of June
30, 2007 will vest. Option Exercises and Stock Vested During Fiscal Year 2007
  Option Awards
    
    Stock AwardsNumber of Shares
    
    
    
    
    
    Number of SharesAcquired on
    
    Value Realized on
    
    Acquired on Vesting
    
    Value Realized onName
    
    Exercise (#)
    
    Exercise ($)(1)
    
    (#)
    
    Vesting ($)(2)Peter J. Kight
    
    
    300,000
    
    
    $
    5,814,000
    
    
    
    
    
    
    
    David E. Mangum
    
    
    
    
    
    
    
    
    
    
    3,931
    
    
    $
    173,711Stephen E. Olsen
    
    
    
    
    
    
    
    
    
    
    7,624
    
    
    $
    331,901Mark A. Johnson
    
    
    30,847
    
    
    $
    607,686
    
    
    
    
    
    
    
    Randal A. McCoy
    
    
    
    
    
    
    
    
    
    
    5,110
    
    
    $
    225,811
 
 (1)
    
    Value realized was calculated based on the number of shares acquired on exercise multiplied by
the excess of (x) the fair market value of a share of our common stock on the date of exercise over
(y) the exercise price of the stock option.(2)
    
    Value realized was calculated based on the number of shares vested multiplied by the fair
market value of a share of our common stock on the date of vesting. Potential Payments on Termination or Change in Control
  Employment Agreement with Peter J. Kight
  22




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##### Table of Contents



Retention Agreements
  Definition of Change in Control.
 
    
    individuals who at the beginning of any twelve-month period constituted our board of
directors (the Incumbent Directors) cease for any reason to constitute at least a
majority of our board during such period, except that any person who becomes a director
during such period with the approval of a majority of the Incumbent Directors will
generally be considered an Incumbent Director with certain exceptions; or
    
    any person is or becomes a beneficial owner (as defined in Rule 13d-3 of the Exchange
Act), directly or indirectly of 30% or more of either our then-outstanding shares of common
stock or the combined voting power of our then-outstanding securities eligible to vote for
directors; or
    
    the consummation of a reorganization, merger or similar form of corporate transaction
involving our company or a subsidiary, or the sale or other disposition of all or
substantially all of our assets, or the acquisition of assets or stock of another
corporation, unless immediately following any of those transactions all or substantially
all of the individuals and entities who beneficially owned the majority of our outstanding
combined voting power prior to the transaction continue to do so in substantially the same
proportions and a majority of the board of directors of any surviving entity were Incumbent
Directors at the time our board approved the transaction.
 Acceleration of Equity Awards Upon a Change in Control.
  Employment Period Upon a Change in Control.
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##### Table of Contents



Our Obligations Upon Termination.
   
    
    a single lump sum cash payment within 30 days after the termination date equal to:
 
    
    accrued and unpaid annual base salary and vacation; and
    
    a severance payment equal to two (2) times the sum of the named
executive officers annual base salary and target annual cash incentive award for
the year in which the termination occurs; and
 
    
    if the named executive officer elects to continue participation in any group medical,
dental, vision and/or prescription drug plan benefits to which he and his eligible
dependents would be entitled under Section 4980B of the Internal Revenue Code of 1986, as
amended (the Code) (COBRA), then during the period that he is entitled to such coverage
under COBRA, we will pay him the excess of (i) the COBRA cost of such coverage, over (ii)
the amount he would have had to pay for coverage if he had remained employed during the
COBRA period; provided, however, that, if he becomes eligible to receive group health
benefits with a subsequent employer or otherwise, our obligation to pay that difference
will cease except as otherwise required by law; and
    
    to the extent not paid or provided, any amounts or benefits required to be paid or
provided to the named executive officer under any of our other plans or programs.
  24




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##### Table of Contents



Additional Arrangements
  Severance Guidelines.
 Equity Compensation Plans.
 25




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##### Table of Contents



Annual Cash Incentives.
    
    
    with certain limited exceptions, any person acquires beneficial ownership, directly or
indirectly, of our securities representing a majority of the combined voting power of our
then outstanding securities; or
    
    in the case of our 2008 plan, we consummate, and in the case of our 2003 plan, our
stockholders approve: (i) a plan of complete liquidation of our company; (ii) an agreement
for the sale or disposition of all or substantially all of our assets; or (iii) a merger,
consolidation, or reorganization of our company with or involving any other corporation in
which our voting securities outstanding immediately prior to such transaction do not
continue to represent a majority of the combined voting power outstanding immediately after
such transaction.
 26




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##### Table of Contents



Other Benefits.
 Potential Payments to Each Named Executive Officer
    TerminationTermination
    
    
    
    
    
    
    
    
    
    
    by Companyby
    
    
    
    
    
    
    
    
    
    
    WithoutCompany
    
    
    
    
    
    
    
    
    
    
    Cause, or byfor Cause
    
    
    
    
    
    
    
    
    
    
    Executive foror by
    
    
    Termination
    
    
    
    
    
    
    Good Reason,Executive
    
    
    by
    
    
    Change in
    
    
    Due to ChangeWithout
    
    
    Company
    
    
    Control Only 
    
    
    in Control Good
    
    
    Without
    
    
    Retention
    
    
    RetentionDescription
    
    Reason
    
    
    Cause (1)
    
    
    Agreement
    
    
    Agreement (2)
    
    
    Retirement
    
    
    Death
    
    
    DisabilityPeter J. Kight
    
    Severance Payment (Current
base salary = $520,000)
    
    $
    
    
    
    $
    1,040,000
    
    
    $
    
    
    
    $
    1,040,000
    
    
    $
    
    
    
    $
    
    
    
    $
    Short-term Cash Incentive
    
    
    
    
    
    
    1,196,000
    
    
    
    598,000
    
    
    
    1,794,000
    
    
    
    
    
    
    
    370,760
    
    
    
    370,760Long-term IncentivePerformance Restricted
Stock(3)2005-2007 Period
    
    
    
    
    
    
    
    
    
    
    1,323,706
    
    
    
    1,323,706
    
    
    
    1,323,706
    
    
    
    1,323,706
    
    
    
    1,323,7062006-2008 Period
    
    
    
    
    
    
    
    
    
    
    838,974
    
    
    
    838,974
    
    
    
    838,974
    
    
    
    838,974
    
    
    
    838,9742007-2009 Period
    
    
    
    
    
    
    
    
    
    
    1,068,918
    
    
    
    1,068,918
    
    
    
    1,068,918
    
    
    
    1,068,918
    
    
    
    1,068,918Stock options  Unvested
and Accelerated (4)
    
    
    
    
    
    
    
    
    
    
    527,559
    
    
    
    527,559
    
    
    
    527,559
    
    
    
    350,988
    
    
    
    350,988COBRA Health Coverage (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,354
    
    
    
    
    
    
    
    
    
    
    
    Tax Gross-Ups
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,485,299
    
    
    
    
    
    
    
    
    
    
    
    Life Insurance Proceeds
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300,000
    
    
    
    Accrued Vacation Pay (6)
    
    
    20,000
    
    
    
    20,000
    
    
    
    
    
    
    
    20,000
    
    
    
    20,000
    
    
    
    20,000
    
    
    
    20,000Total
    
    $
    20,000
    
    
    $
    2,256,000
    
    
    $
    4,357,157
    
    
    $
    8,113,810
    
    
    $
    3,779,157
    
    
    $
    4,273,346
    
    
    $
    3,973,346
 27




---



##### Table of Contents



TerminationTermination
    
    
    
    
    
    
    
    
    
    
    by Companyby
    
    
    
    
    
    
    
    
    
    
    WithoutCompany
    
    
    
    
    
    
    
    
    
    
    Cause, or byfor Cause
    
    
    
    
    
    
    
    
    
    
    Executive foror by
    
    
    Termination
    
    
    
    
    
    
    Good Reason,Executive
    
    
    by
    
    
    Change in
    
    
    Due to ChangeWithout
    
    
    Company
    
    
    Control Only 
    
    
    in Control Good
    
    
    Without
    
    
    Retention
    
    
    RetentionDescription
    
    Reason
    
    
    Cause (1)
    
    
    Agreement
    
    
    Agreement (2)
    
    
    Retirement
    
    
    Death
    
    
    DisabilityDavid E. Mangum
    
    Severance Payment (Current
base salary = $281,216)
    
    $
    
    
    
    $
    281,216
    
    
    $
    
    
    
    $
    562,432
    
    
    $
    
    
    
    $
    
    
    
    $
    Short-term Cash Incentive
    
    
    
    
    
    
    
    
    
    
    196,852
    
    
    
    590,556
    
    
    
    
    
    
    
    122,048
    
    
    
    122,048Long-term IncentivePerformance Restricted
Stock(3)2005-2007 Period
    
    
    
    
    
    
    
    
    
    
    269,461
    
    
    
    269,461
    
    
    
    269,461
    
    
    
    269,461
    
    
    
    269,4612006-2008 Period
    
    
    
    
    
    
    
    
    
    
    170,770
    
    
    
    170,770
    
    
    
    170,770
    
    
    
    170,770
    
    
    
    170,7702007-2009 Period
    
    
    
    
    
    
    
    
    
    
    220,055
    
    
    
    220,055
    
    
    
    220,055
    
    
    
    220,055
    
    
    
    220,055Stock options  Unvested
and Accelerated (4)
    
    
    
    
    
    
    
    
    
    
    109,189
    
    
    
    109,189
    
    
    
    109,189
    
    
    
    72,848
    
    
    
    72,848COBRA Health Coverage (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,163
    
    
    
    
    
    
    
    
    
    
    
    Tax Gross-Ups
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Life Insurance Proceeds
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300,000
    
    
    
    Accrued Vacation Pay (6)
    
    
    10,816
    
    
    
    10,816
    
    
    
    
    
    
    
    10,816
    
    
    
    10,816
    
    
    
    10,816
    
    
    
    10,816Total
    
    $
    10,816
    
    
    $
    292,032
    
    
    $
    966,327
    
    
    $
    1,948,442
    
    
    $
    780,291
    
    
    $
    1,165,998
    
    
    $
    865,998Stephen E. Olsen
    
    Severance Payment (Current
base salary = $334,204)
    
    $
    
    
    
    $
    334,204
    
    
    $
    
    
    
    $
    668,408
    
    
    $
    
    
    
    $
    
    
    
    $
    Short-term Cash Incentive
    
    
    
    
    
    
    
    
    
    
    233,942
    
    
    
    701,826
    
    
    
    
    
    
    
    145,045
    
    
    
    145,045Long-term IncentivePerformance Restricted
Stock(3)2005-2007 Period
    
    
    
    
    
    
    
    
    
    
    274,204
    
    
    
    274,204
    
    
    
    274,204
    
    
    
    274,204
    
    
    
    274,2042006-2008 Period
    
    
    
    
    
    
    
    
    
    
    173,785
    
    
    
    173,785
    
    
    
    173,785
    
    
    
    173,785
    
    
    
    173,7852007-2009 Period
    
    
    
    
    
    
    
    
    
    
    225,442
    
    
    
    225,442
    
    
    
    225,442
    
    
    
    225,442
    
    
    
    225,442Other restricted shares (3)
    
    
    
    
    
    
    
    
    
    
    88,118
    
    
    
    88,118
    
    
    
    
    
    
    
    
    
    
    
    Stock options  Unvested
and Accelerated (4)
    
    
    
    
    
    
    
    
    
    
    111,082
    
    
    
    111,082
    
    
    
    111,082
    
    
    
    74,170
    
    
    
    74,170COBRA Health Coverage (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,163
    
    
    
    
    
    
    
    
    
    
    
    Tax Gross-Ups
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Life Insurance Proceeds
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300,000
    
    
    
    Accrued Vacation Pay (6)
    
    
    12,854
    
    
    
    12,854
    
    
    
    
    
    
    
    12,854
    
    
    
    12,854
    
    
    
    12,854
    
    
    
    12,854Total
    
    $
    12,854
    
    
    $
    347,058
    
    
    $
    1,106,573
    
    
    $
    2,270,882
    
    
    $
    797,367
    
    
    $
    1,205,500
    
    
    $
    905,500Mark A. Johnson
    
    Severance Payment (Current
base salary = $289,652)
    
    $
    
    
    
    $
    289,652
    
    
    $
    
    
    
    $
    579,304
    
    
    $
    
    
    
    $
    
    
    
    $
    Short-term Cash Incentive
    
    
    
    
    
    
    
    
    
    
    144,826
    
    
    
    434,478
    
    
    
    
    
    
    
    89,792
    
    
    
    89,792Long-term IncentivePerformance Restricted
Stock(3)2005-2007 Period
    
    
    
    
    
    
    
    
    
    
    198,548
    
    
    
    198,548
    
    
    
    198,548
    
    
    
    198,548
    
    
    
    198,5482006-2008 Period
    
    
    
    
    
    
    
    
    
    
    125,826
    
    
    
    125,826
    
    
    
    125,826
    
    
    
    125,826
    
    
    
    125,8262007-2009 Period
    
    
    
    
    
    
    
    
    
    
    162,890
    
    
    
    162,890
    
    
    
    162,890
    
    
    
    162,890
    
    
    
    162,890Stock options  Unvested
and Accelerated (4)
    
    
    
    
    
    
    
    
    
    
    390,333
    
    
    
    390,333
    
    
    
    390,333
    
    
    
    363,398
    
    
    
    363,398COBRA Health Coverage (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,163
    
    
    
    
    
    
    
    
    
    
    
    Tax Gross-Ups
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    472,218
    
    
    
    
    
    
    
    
    
    
    
    Life Insurance Proceeds
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300,000
    
    
    
    Accrued Vacation Pay (6)
    
    
    11,140
    
    
    
    11,140
    
    
    
    
    
    
    
    11,140
    
    
    
    11,140
    
    
    
    11,140
    
    
    
    11,140Total
    
    $
    11,140
    
    
    $
    300,792
    
    
    $
    1,022,423
    
    
    $
    2,389,900
    
    
    $
    888,737
    
    
    $
    1,251,594
    
    
    $
    951,594
 
 (1)
    
    The amounts shown for Mr. Kight represent what he is entitled to receive pursuant to his
employment agreement with us dated May 1, 1997. In addition, Mr. Kight is entitled to receive
executive level placement services for up to six months following the termination date by an
appropriate firm selected and contracted by us. For the other named executive officers, the
amounts shown assume receipt of current base salary over a 52-week period in accordance 28




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##### Table of Contents



with our standard severance guidelines; however, any severance payments to those individuals lie in
the discretion of the Compensation Committee. In addition, the Compensation Committee may choose to
pay medical and dental benefits for a period of time following termination.(2)
    
    Includes all amounts due to a named executive solely by virtue of a change in control (as
reported in a separate column) plus additional amounts due as a result of a qualifying
termination following such change in control. The severance, short-term cash incentive and accrued
vacation payments are payable in a lump sum within 30 days of termination. Our July 2007 retention
agreement with Mr. Kight superseded the provisions in his 1997 employment agreement related to a
change in control and his termination following a change in control. Pursuant to the superseded
provisions of Mr. Kights employment agreement, upon a qualifying termination after a change in
control, he could have received total payments and benefits of up to $6,007,157. Prior to the
execution of retention agreements, upon a qualifying termination after a change in control, our
other named executive officers could have been eligible to receive payments and benefits under our
standard severance guidelines and incentive plans. These individuals could have received total
payments and benefits of up to: $1,258,359 for Mr. Mangum; $1,453,631 for Mr. Olsen; and $1,323,215
for Mr. Johnson.(3)
    
    Represents the fair market value of performance accelerated restricted stock, as well as
restricted stock for Mr. Olsen, whose vesting would be accelerated in full based on the closing
price of our common stock on June 29, 2007 ($40.20).(4)
    
    In the event of a change in control, the amount represents the value of stock options whose
vesting would be accelerated in full based on the difference between the closing price of our
common stock on June 29, 2007 ($40.20) and the exercise price of the stock option. Per the terms
of our 2002 plan, in the event of retirement on the one hand or death or disability on the other
hand, the amounts set forth above include stock options that would vest within three years or one
year, respectively, following termination on June 30, 2007.(5)
    
    Estimate of our contribution amount needed to maintain COBRA health benefits for an 18-month
period following the termination date.(6)
    
    Assumes two weeks of accrued vacation at the time of separation. Separation Agreement with Randal A. McCoy
  29




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##### Table of Contents



Director Compensation
 th
  Annual Fees
  
    
    an annual fee of $50,000 for service on the board;
    
    an additional annual fee of $10,000 for the Chairman of the Audit Committee (Mr. Dixon);
    
    an additional annual fee of $5,000 for the Chairman of the Governance Committee (Mr.
Boardman through September 2006, Mr. Quinn thereafter); and the Chairman of the
Compensation Committee (Mr. Quinn through September 2006, Mr. Wilkins thereafter);
    
    an additional annual fee of $5,000 for non-Chairman members of the Audit Committee; and
    
    an additional annual fee of $2,500 for non-Chairman members of the Compensation
Committee and Governance Committee.
  
    
    a fee of $12,500 for her service on the board;
    
    an additional fee of $1,250 for her service on the Audit Committee; and
    
    an additional fee of $625 for her service on the Compensation Committee.
  30




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##### Table of Contents




    
    a fee of $12,500 for service on the board; and
    
    a fee of $1,250 for service on the Audit Committee.
   Restricted Stock and Stock Options
     31




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##### Table of Contents



Stock Ownership Guidelines
  Other
  Director Compensation for Fiscal Year 2007
 Fees Earned or
    
    Stock
    
    OptionPaid in Cash
    
    Awards
    
    AwardsName(1)
    
    ($)(4)
    
    ($)(5)
    
    ($)(6)
    
    Total ($)William P. Boardman
    
    $
    55,625
    
    
    $
    93,103
    
    
    $
    0
    
    
    $
    148,728James D. Dixon
    
    $
    65,000
    
    
    $
    79,044
    
    
    $
    0
    
    
    $
    144,044Eugene F. Quinn
    
    $
    60,000
    
    
    $
    79,044
    
    
    $
    0
    
    
    $
    139,044Jeffrey M. Wilkins
    
    $
    59,375
    
    
    $
    79,044
    
    
    $
    0
    
    
    $
    138,419C. Beth Cotner(2)
    
    $
    14,375
    
    
    $
    13,319
    
    
    $
    11,230
    
    
    $
    38,924C. Kim Goodwin(3)
    
    $
    13,750
    
    
    $
    0
    
    
    $
    0
    
    
    $
    13,750
 
 (1)
    
    Mr. Kight and Mr. Johnson do not receive compensation in any form for their service on
the board of directors. Each of Mr. Kight and Mr. Johnson is a named executive officer
for purposes of this Form 10-K/A, and his compensation as such is set forth above under
Summary Compensation for Fiscal Year 2007.(2)
    
    Ms. Cotner joined the board on May 2, 2007, and amounts reported reflect her period of
service on the board during fiscal 2007.(3)
    
    Ms. Goodwin resigned from the board effective October 18, 2006, and amounts reported
reflect her period of service on the board during fiscal 2007.(4)
    
    Mr. Boardman received $50,000 in annual retainer fees, $1,250 in fees as chairman of
the Governance Committee for one quarter, $1,875 as a member of the Governance Committee
for three quarters, and 32




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##### Table of Contents



$2,500 as a member of the Compensation Committee for the full year. From July 1, 2006
through June 30, 2007, Mr. Boardman elected to receive payment of $55,625 in director fees
in shares of our common stock rather than cash (equivalent to 1,395 shares of our common
stock) and also elected to defer receipt of the shares until termination of his board
service.Mr. Dixon received $50,000 in annual retainer fees, $10,000 as chairman of the Audit
Committee for the full year, and $2,500 for each of his memberships on the Governance and
Compensation Committees for the full year.Mr. Quinn received $50,000 in annual retainer fees, $1,250 as chairman of the Compensation
Committee for one quarter, $3,750 as chairman of the Governance Committee for three quarters
and $5,000 as a member of the Audit Committee for the full year.Mr. Wilkins received $50,000 in annual retainer fees, $5,000 as a member of the Audit
Committee for the full year, $3,750 as a chairman of the Compensation Committee for three
quarters and $625 as a member of the Governance Committee for one quarter.Ms. Cotner received $12,500 in retainer fees for one quarter, $1,250 as a member of the
Audit Committee for one quarter and $625 as a member of the Governance Committee for one
quarter. From May 2, 2007 through June 30, 2007, Ms. Cotner elected to receive payment of
$14,375 in director fees in shares of our common stock rather than cash (equivalent to 352
shares of our common stock) and also elected to defer receipt of the shares until
termination of her board service.Ms. Goodwin received $12,500 in retainer fees for one quarter and $1,250 as a member of the
Audit Committee for one quarter. From July 1, 2006 through October 18, 2006, Ms. Goodwin
elected to receive payment of $13,750 in director fees in shares of our common stock rather
than cash (equivalent to 333 shares of our common stock) and also elected to defer receipt
of the shares until termination of her board service.(5)
    
    Represents dollar amount recognized for financial reporting purposes for the fiscal
year ended June 30, 2007, in accordance with FAS 123(R) and thus may include amounts from
awards granted in and prior to fiscal year 2007. This amount disregards any estimates of
forfeiture during the fiscal year but accounting for any actual forfeiture by a director
during the fiscal year. Assumptions used in the calculation of these amounts are included
in note 13 to our audited consolidated financial statements for the fiscal year ended June
30, 2007, included in our Annual Report on Form 10-K filed with the Securities and Exchange
Commission on August 24, 2007.There can be no assurance that the FAS 123(R) amounts will ever be realized. The full
grant date fair value of the annual restricted stock award granted to each of our outside
directors (other than Ms. Cotner) for fiscal 2007, computed in accordance with FAS 123(R),
was $80,019. The full grant date fair value of the restricted stock award granted to Ms.
Cotner upon her election to the board in May 2007, computed in accordance with FAS 123(R),
was $19,978. The full grant date fair value of the restricted stock award granted to Mr.
Boardman in November 2006, computed in accordance with FAS 123(R), was $74,980.As of June 30, 2007, our directors had the following number of shares of restricted stock
outstanding: Mr. Boardman (4,092), Mr. Dixon (2,147), Mr. Quinn (2,147), Mr. Wilkins
(2,147) and Ms. Cotner (593). All such shares of restricted stock for Messrs. Dixon, Quinn
and Wilkins and Ms. Cotner vested on August 4, 2007 and 2,147 shares of restricted stock for
Mr. Boardman vested on August 4, 2007.(6)
    
    Represents dollar amount recognized for financial reporting purposes for the fiscal
year ended June 30, 2007, in accordance with FAS 123(R). This amount disregards any
estimates of forfeiture during the fiscal year but accounting for any actual forfeiture by
a director during the fiscal year. Assumptions used in the calculation of these amounts are
included in note 13 to our audited consolidated financial statements for the fiscal year
ended June 30, 2007, included in our Annual Report on Form 10-K filed with the Securities
and Exchange Commission on August 24, 2007. There can be no assurance that the FAS 123(R)
amounts will ever be realized. The full grant date fair value of the stock option award
granted to Ms. Cotner upon her election to the board in May 2007, computed in accordance
with FAS 123(R), was $336,900. As of June 30, 2007, our directors had the following number
of stock options outstanding: Mr. Boardman (44,000), Mr. Dixon (20,000), Mr. Quinn
(15,000), Mr. Wilkins (36,000) and Ms. Cotner (10,000). 33




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##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
 Equity Compensation Plan Information
  Number of securitiesNumber of securities to be
    
    Weighted-average
    
    remaining available forissued upon exercise of
    
    exercise price of
    
    issuance under equityoutstanding options,
    
    outstanding options,
    
    compensation plansrestricted shares,
    
    restricted shares,
    
    (excluding securitieswarrants and rights
    
    warrants and rights
    
    reflected in column (a))(a)
    
    (b)
    
    (c)Equity compensation
plans approved by
security holders
(1)
    
    
    3,734,500
    
    
    $
    32.43
    
    
    
    4,338,523Equity compensation
plans not approved
by security holders
    
    
    0
    
    
    $
    0
    
    
    
    0Total
    
    
    3,734,500
    
    
    $
    32.43
    
    
    
    4,338,523
 
 (1)
    
    Equity compensation plans approved by stockholders include the Third Amended and
Restated 1995 Stock Option Plan, the 2006 Associate Stock Purchase Plan, and the Amended and
Restated 2002 Stock Incentive Plan. Ownership of Our Common Stock by Directors and Executive Officers
  Shares Beneficially Owned(1)(2)Stockholder
    
    Number
    
    PercentPeter J. Kight (3)
    
    
    5,754,085
    
    
    
    6.4
    %Mark A. Johnson (4)
    
    
    1,095,886
    
    
    
    1.2
    %William P. Boardman (5)
    
    
    54,527
    
    
    
    *James D. Dixon
    
    
    26,238
    
    
    
    *C. Beth Cotner(5)
    
    
    1,459
    
    
    
    *Eugene F. Quinn
    
    
    17,500
    
    
    
    *Jeffrey M. Wilkins
    
    
    28,000
    
    
    
    *
 34




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##### Table of Contents



Shares Beneficially Owned(1)(2)Stockholder
    
    Number
    
    PercentDavid E. Mangum
    
    
    105,032
    
    
    
    *Stephen E. Olsen
    
    
    86,295
    
    
    
    *Randal A. McCoy(6)
    
    
    53,309
    
    
    
    *All current directors and
executive officers as a group (14
people) (3)(4)(5)
    
    
    7,219,763
    
    
    
    8.0
    %
 
 *
    
    Represents beneficial ownership of less than 1% of our outstanding common stock.(1)
    
    Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission, which generally
attribute beneficial ownership of securities to persons who possess sole or shared voting power and/or investment power
with respect to those shares.(2)
    
    Includes shares purchasable within 60 days after October 15, 2007, pursuant to the exercise of options covering:     1,180,101 shares for Mr. Kight;     166,379 shares for Mr. Johnson;     44,487 shares for Mr. Boardman;     20,000 shares for Mr. Dixon;     15,000 shares for Mr. Quinn;     28,000 shares for Mr. Wilkins;     76,617 shares for Mr. Olsen;     96,624 shares for Mr. Mangum;     45,971 shares for Mr. McCoy; and     1,665,764 shares for all current directors and executive officers as a group.(3)
    
    Includes 260,222 shares held by the Kight Family Trust II, 2,286 shares held in the Tiso Trust, 2,365 in the Ayers Trust
and 20,250 shares held in each of The 2004 Allison Marie Kight Trust and The Preston Gregory Kight Trust. Mr. Kight
disclaims ownership of those shares in which he has no pecuniary interest. Does not include 8,600 shares held in the Peter
J. Kight and Teresa J. Kight 1995 Childrens Trust and 439,800 shares held by charitable foundations of which Mr. Kight is
the trustee and disclaims any beneficial ownership.(4)
    
    Does not include 59,203 shares held by the Mark A. Johnson 1997 Irrevocable Childrens Trust in which he has no pecuniary
interest and disclaims any beneficial ownership.(5)
    
    Includes 3,503 and 666 deferred stock units for Mr. Boardman and Ms. Cotner, respectively, that convert to an equal number
of shares of common stock upon retirement from the board of directors.(6)
    
    Mr. McCoy resigned from our company effective August 24, 2007. The numbers presented in this table for Mr. McCoy are as of
that date. 35




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##### Table of Contents



Ownership of Our Common Stock by Principal Stockholders
  Shares Beneficially Owned(1)Stockholder
    
    Number
    
    Percent(2)Microsoft Corporation(3)One Microsoft Way
Redmond, Washington 98052
    
    
    8,567,250
    
    
    
     9.7
    %Waddell & Reed Financial, Inc.(4)6300 Lamar Avenue
Overland Park, Kansas 66202
    
    
    8,516,520
    
    
    
    9.6
    %Peter J. Kight (5)(6)4411 East Jones Bridge Road
Norcross, Georgia 30092
    
    
    5,754,085
    
    
    
    6.4
    %T. Rowe Price Associates, Inc.(7)100 E. Pratt Street
Baltimore, MD 21202
    
    
    4,925,966
    
    
    
    5.6
    %
 
 (1)
    
    Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission which
generally attribute beneficial ownership of securities to
persons who possess sole or shared voting power and/or
investment power with respect to those shares. Unless
otherwise indicated, the persons in the table above have
sole voting power and sole investment power with respect to
all reported shares.(2)
    
    Percentage computations are based on 88,414,651 shares of
our common stock outstanding as of October 15, 2007.(3)
    
    Based on information contained in a Schedule 13G filed with
the Securities and Exchange Commission by Microsoft
Corporation on September 11, 2000.(4)
    
    According to information contained in a Schedule 13G filed
with the Securities and Exchange Commission by Waddell &
Reed Financial, Inc., Waddell & Reed Financial Services,
Inc., Waddell & Reed, Inc., Waddell & Reed Investment
Management Company and Ivy Investment Management Company
(collectively the Filing Persons) on February 14, 2003,
and as amended on January 30, 2004, February 8, 2005,
February 1, 2006 and February 9, 2007, the securities
reported above are beneficially owned by one or more
open-end investment companies or other managed accounts,
which are advised or sub-advised by one of the Filing
Persons. Waddell & Reed, Inc. is a broker-dealer and
underwriting subsidiary of Waddell & Reed Financial
Services, Inc., a parent holding company. In turn, Waddell
& Reed Financial Services, Inc. is a subsidiary of Waddell
& Reed Financial, Inc., a publicly traded company. The
investment advisory contracts grant Ivy Investment
Management Company and Waddell & Reed Investment Management
Company all investment and/or voting power over securities
owned by such advisory clients. The investment sub-advisory
contracts grant Ivy Investment Management Company and
Waddell & Reed Investment Management Company investment
power over securities owned by such sub-advisory clients
and, in most cases, voting power. Any investment
restriction of a sub-advisory contract does not restrict
investment discretion or power in a material manner.
Therefore, Ivy Investment Management Company and/or Waddell
& Reed Investment Management Company may be deemed the
beneficial owner of the securities reported in this table
under Rule 13d-3 of the Securities Exchange Act of 1934, as
amended (the Exchange Act). The Filing Persons do not
believe they are acting as a group for purposes of
Section 13(d) of the Exchange Act. Indirect beneficial
ownership is attributed to the respective parent companies 36




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##### Table of Contents



solely because of the parent companies control
relationship to Waddell & Reed Investment Management
Company. According to the Schedule 13G, the following
entities are deemed to beneficially own the following
shares of our common stock: Ivy Investment Management
Company (1,297,771 shares), Waddell & Reed Investment
Management Company (7,218,749 shares), Waddell & Reed, Inc.
(7,218,749 shares), Waddell & Reed Financial Services, Inc.
(7,218,749 shares) and Waddell & Reed Financial, Inc.
(8,516,520 shares).(5)
    
    Includes 1,180,101 shares purchasable by Mr. Kight pursuant
to the exercise of options within 60 days after October 15,
2007.(6)
    
    Includes 260,222 shares held by the Kight Family Trust II,
2,286 shares held in the Tiso Trust, 2,365 in the Ayers
Trust and 20,250 shares held in each of The 2004 Allison
Marie Kight Trust and The Preston Gregory Kight Trust. Mr.
Kight disclaims ownership of those shares in which he has
no pecuniary interest. Does not include 8,600 shares held
in the Peter J. Kight and Teresa J. Kight 1995 Childrens
Trust and 439,800 shares held by charitable foundations of
which Mr. Kight is the trustee and disclaims any beneficial
ownership.(7)
    
    These shares are owned by various individual and
institutional investors to which T. Rowe Price Associates,
Inc. serves as investment adviser with power to direct
investments and/or sole power to vote the shares.
According to information contained in a Schedule 13G filed
with the Securities and Exchange Commission by T. Rowe
Price Associates, Inc. on February 13, 2007, T. Rowe Price
Associates, Inc. exercises sole voting power with respect
to 1,088,488 shares and sole dispositive power with respect
to 4,925,966 shares. For purposes of the reporting
requirements of the Exchange Act, T. Rowe Price Associates,
Inc. is deemed to be the beneficial owners of such shares;
however, T. Rowe Price Associates, Inc. expressly disclaims
that it is, in fact, the beneficial owner of such shares. 
 Item 13. Certain Relationships and Related Transactions, and Director Independence.
 Director Independence
   Certain Relationships and Related Transactions
 Transactions Between Microsoft Corporation and CheckFree Corporation
  37




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##### Table of Contents



Review and Approval of Transactions with Related Parties
  
    
    the amount involved will or may be expected to exceed $90,000 in any fiscal year;
    
    our company is a participant; and
    
    any related party has or will have a direct or indirect interest other than solely as a
result of being a director or less than 10 percent beneficial owner of another entity.
    1.
    
    any employment by us of an executive officer if the related compensation is required to
be reported by us pursuant to Item 402 of the SECs Regulation S-K, or if the executive
officer is not an immediate family member of another one of our executive officers or
directors, the related compensation would be reported under Item 402 of Regulation S-K if
he or she was a named executive officer and our Compensation Committee approved such
compensation;2.
    
    any compensation paid to a director if we are required to report such compensation
under Item 402 of Regulation S-K;
 38




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##### Table of Contents



3.
    
    any transaction with another company at which a related partys only relationship is as
a non-executive officer employee, director or beneficial owner of less than 10 percent of
that companys shares, but only if the aggregate amount involved does not exceed the lesser
of $100,000 or 2 percent of that companys total annual revenues;4.
    
    any charitable contribution, grant or endowment by us to a charitable organization,
foundation or university at which a related partys only relationship is as a non-executive
officer employee or director, but only if the aggregate amount involved does not exceed the
lesser of $100,000 or 2 percent of the charitable organizations total annual receipts;5.
    
    any transaction where the related partys interest arises solely from ownership of our
common stock and all holders of our common stock receive the same benefit on a pro rata
basis;6.
    
    any transaction involving a related party where the rates or charges involved are
determined by a competitive bid process; and7.
    
    any transaction with a related party involving the rendering of services as a common or
contract carrier or public utility, at rates or charges fixed in conformity with law or
government authority.
   Miscellaneous
  
 Item 14. Principal Accountant Fees and Services.
  Fiscal Year Ended June 30,2007
    
    
    2006Audit Fees (a)
    
    $
    1,792,274
    
    
    $
    1,405,562Audit Related Fees (b)
    
    
    133,594
    
    
    
    112,287Tax Fees (c)
    
    
    73,554
    
    
    
    110,209All Other Fees (d)
    
    
    37,001
    
    
    
    Total Fees
    
    $
    2,036,423
    
    
    $
    1,628,058
 39




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##### Table of Contents



(a)
    
    Represents the aggregate fees billed by Deloitte & Touche LLP for professional services rendered for the audit of
our annual financial statements for our two most recent years ended June 30, 2007 and 2006, including Sarbanes-Oxley
Section 404 attestation procedures, for the reviews of the financial statements included in our Quarterly Reports on
Form 10-Q for the same fiscal years, and services associated with securities filings for the same fiscal years.(b)
    
    Represents the aggregate fees billed by Deloitte & Touche LLP for services rendered to us for audits in connection
with acquisitions, assurance and related services that are reasonably related to the performance of our audit or
review of our financial statements not included in the Audit Fees category, employee benefit plan audits and
accounting consultations.(c)
    
    Represents the aggregate fees billed by Deloitte & Touche LLP for professional services rendered to us for tax
compliance services and tax planning and advice.(d)
    
    Represents the aggregate fees billed by Deloitte & Touche LLP for other non-audit related consultations.   
 Part IV
 
 Item 15. Exhibits and Financial Statement Schedules.
 (a)
    
    The following documents are filed as part of this report:
 (1)
    
    The following financial statements are included in Item 8 of this Annual Report:Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting.Report of Independent Registered Public Accounting Firm.Consolidated Balance Sheets as of June 30, 2007 and 2006.Consolidated Statements of Operations for each of the three years in the period ended June 30, 2007.Consolidated Statements of Stockholders Equity for each of the three years in the period ended June
30, 2007.Consolidated Statements of Cash Flows for each of the three years in the period ended June 30, 2007.Notes to the Consolidated Financial Statements.(2)
    
    The following financial statement schedule is included in this Annual Report on
Form 10-K and should be read in conjunction with the Consolidated Financial Statements
contained in Item 8:Schedule II  Valuation and Qualifying Accounts.
 40




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##### Table of Contents



Schedules not listed above are omitted because of the absence of the conditions under
which they are required or because the required information is included in the
financial statements or the notes thereto.(3)
    
    Exhibits:
 ExhibitNumber
    
    Exhibit Description2(a)
    
    Agreement and Plan of Merger, dated August 2, 2007,
among CheckFree Corporation, Fiserv, Inc. and Braves
Acquisition Corp. (Reference is made to Exhibit 2.3
to the Quarterly Report on Form 10-Q of Fiserv, Inc.
(File No. 0-14948) for the period ended June 30,
2007, filed with the Securities and Exchange
Commission on August 3, 2007, and incorporated
herein by reference.)2(b)
    
    Amended and Restated Strategic Alliance Master
Agreement, dated as of April 26, 2000, among
CheckFree Holdings Corporation, CheckFree Services
Corporation and Bank of America, N.A. (Reference is
made to Appendix A to the Companys Proxy Statement
for the Special Meeting of Stockholders held on
September 28, 2000, filed with the Securities and
Exchange Commission on August 25, 2000, and
incorporated herein by reference.)2(c)
    
    Agreement and Plan of Merger, dated December 29,
2006, among CheckFree Corporation, CFA Software
Corporation, and Carreker Corporation. (Reference is
made to Exhibit 2 to the Companys Current Report on
Form 8-K dated December 29, 2006, filed with the
Securities and Exchange Commission on January 3,
2007, and incorporated herein by reference.)2(d)
    
    Agreement and Plan of Merger, dated February 13,
2007, among CheckFree Corporation, CF Oregon, Inc.,
and Corillian Corporation. (Reference is made to
Exhibit 2 to the Companys Current Report on Form
8-K dated February 13, 2007, filed with the
Securities and Exchange Commission on February 14,
2007, and incorporated herein by reference.)3(a)
    
    Amended and Restated Certificate of Incorporation of
the Company. (Reference is made to Exhibit 4(e) to
the Companys Registration Statement on Form S-8
(Registration No. 333-50322), filed with the
Securities and Exchange Commission on November 20,
2000, and incorporated herein by reference.)3(b)
    
    Certificate of Ownership and Merger Merging
CheckFree Corporation into CheckFree Holdings
Corporation. (Reference is made to Exhibit 3(b) to
the Companys Annual Report on Form 10-K for the
year ended June 30, 2000, filed with the Securities
and Exchange Commission on September 26, 2000, and
incorporated herein by reference.)3(c)
    
    Amended and Restated By-Laws of the Company, as of
February 8, 2007. (Reference is made to Exhibit 3 to
the Companys Quarterly Report on Form 10-Q for the
quarterly period ended December 31, 2006, filed with
the Securities and Exchange Commission on February
8, 2007, and incorporated herein by reference.)3(d)
    
    Form of Specimen Stock Certificate. (Reference is
made to Exhibit 3(d) to the Companys Annual Report
on Form 10-K for the year ended June 30, 2000, filed
with the Securities and Exchange Commission on
September 26, 2000, and incorporated herein by
reference.)4(a)
    
    Articles FOURTH, FIFTH, SEVENTH, EIGHTH, TENTH AND
ELEVENTH of the Companys Amended and Restated
Certificate of Incorporation (contained in the
Companys Amended and Restated Certificate of
Incorporation filed as Exhibit 3(a) hereto) and
Articles II, III, IV, VI and VIII of the Companys
By-Laws (contained in the Companys By-Laws filed as
Exhibit 3(c) hereto.)4(b)
    
    Rights Agreement, dated as of December 16, 1997, by
and between the Company and The Fifth Third Bank, as
Rights Agent. (Reference is made to Exhibit 4.1 to
CheckFree Holdings Corporations Registration
Statement on Form 8-A (File No. 001-12721), filed
with the Securities and Exchange Commission on
December 19, 1997, and incorporated herein by
reference.)
 41




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##### Table of Contents



ExhibitNumber
    
    Exhibit Description4(c)
    
    Amendment No. 1 to the Rights Agreement, dated as of
February 5, 1999, between CheckFree Holdings
Corporation and The Fifth Third Bank, as Rights
Agent. (Reference is made to Exhibit 4.2 to
Amendment No. 1 to the Companys Registration
Statement on Form 8-A (File No. 0-26802), filed with
the Securities and Exchange Commission on May 12,
1999, and incorporated herein by reference.)4(d)
    
    Amendment No. 2 to the Rights Agreement, dated as of
September 30, 2000, between CheckFree Corporation
and The Fifth Third Bank, as Rights Agent.
(Reference is made to Exhibit 4.3 to Amendment No. 1
to the Companys Registration Statement on Form 8-A
(File No. 0-26802), filed with the Securities and
Exchange Commission on October 3, 2000, and
incorporated herein by reference.)4(e)
    
    Substitution of Successor Rights Agent and Amendment
No. 3 to the Rights Agreement, dated as of January
25, 2002, between CheckFree Corporation and Wells
Fargo Bank Minnesota, National Association, as
Rights Agent. (Reference is made to Exhibit 4.4 to
Amendment No. 3 to the Companys Registration
Statement on Form 8-A (File No. 0-26802), filed with
the Securities and Exchange Commission on January
29, 2002, and incorporated herein by reference.)4(f)
    
    Amendment No. 4 to the Rights Agreement, dated as of
August 2, 2007, between CheckFree Corporation and
Wells Fargo Bank, National Association, as Rights
Agent. (Reference is made to Exhibit 4.1 to the
Companys Current Report on Form 8-K dated August 2,
2007, filed with the Securities and Exchange
Commission on August 7, 2007, and incorporated
herein by reference.)10(a)
    
    CheckFree Services Corporation 401(k) Plan Adoption
Agreement (restatement as of June 15, 2007).
(Reference is made to Exhibit 10(a) to the Companys
Annual Report on Form 10-K for the fiscal year ended
June 30, 2007, filed with the Securities and
Exchange Commission on August 24, 2007, and
incorporated herein by reference.)10(b)
    
    CheckFree Services Corporation Defined Contribution
Plan and Trust, sponsored by SunTrust BankBasic
Plan Document #02, June 2002 (Prototype plan for
CheckFree Services Corporation 401(k) Plan)
(Reference is made to Exhibit 10(b) to the Companys
Quarterly Report on Form 10-Q for the quarterly
period ended December 31, 2004, filed with the
Securities and Exchange Commission on February 8,
2005, and incorporated herein by reference.)10(c)
    
    CheckFree Corporation 2006 Associate Stock Purchase
Plan (Reference is made to Exhibit 4(a) to the
Companys Registration Statement on Form S-8
(Registration No. 333-138845), filed with the
Securities and Exchange Commission on November 20,
2006, and incorporated herein by reference).10(d)
    
    CheckFree Corporation Amended and Restated 2002
Stock Incentive Plan. (Reference is made to Exhibit
4(a) to the Companys Registration Statement on Form
S-8, as amended (Registration No. 333-101280), filed
with the Securities and Exchange Commission on
August 24, 2007 and incorporated herein by
reference.) +10(e)
    
    Form of Restricted Stock Award Agreement for
Non-Employee Directors under the Amended and
Restated 2002 Stock Incentive Plan. (Reference is
made to Exhibit 10(d) to the Companys Quarterly
Report on Form 10-Q for the quarterly period ended
December 31, 2004, filed with the Securities and
Exchange Commission on February 8, 2005, and
incorporated herein by reference.)+10(f)
    
    Form of Performance Accelerated Restricted Stock
Award Agreement under the Amended and Restated 2002
Stock Incentive Plan. (Reference is made to Exhibit
10.3 to the Companys Current Report on Form 8-K
dated July 25, 2007, filed with the Securities and
Exchange Commission on July 31, 2007, and
incorporated herein by reference.)+
 42




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##### Table of Contents



ExhibitNumber
    
    Exhibit Description10(g)
    
    Form of Restricted Stock Award Agreement under the
Amended and Restated 2002 Stock Incentive Plan.
(Reference is made to Exhibit 10(f) to the Companys
Quarterly Report on Form 10-Q for the quarterly
period ended December 31, 2004, filed with the
Securities and Exchange Commission on February 8,
2005, and incorporated herein by reference.)+10(h)
    
    Form of Nonstatutory Stock Option Agreement under
the Amended and Restated 2002 Stock Incentive Plan.
(Reference is made to Exhibit 10(g) to the Companys
Quarterly Report on Form 10-Q for the quarterly
period ended December 31, 2004, filed with the
Securities and Exchange Commission on February 8,
2005, and incorporated herein by reference.)+10(i)
    
    Form of Incentive Stock Option Agreement under the
Amended and Restated 2002 Stock Incentive Plan.
(Reference is made to Exhibit 10(h) to the Companys
Quarterly Report on Form 10-Q for the quarterly
period ended December 31, 2004, filed with the
Securities and Exchange Commission on February 8,
2005, and incorporated herein by reference.) +10(j)
    
    CheckFree Corporation Third Amended and Restated
1995 Stock Option Plan. (Reference is made to
Exhibit 4(d) to the Companys Registration Statement
on Form S-8, as amended (Registration No.
333-50322), filed with the Securities and Exchange
Commission on November 20, 2000, and incorporated
herein by reference.) +10(k)
    
    CheckFree Corporation Amended and Restated
Nonqualified Deferred Compensation Plan, dated July
26, 2007. (Reference is made to Exhibit 10(k) to the
Companys Annual Report on Form 10-K for the fiscal
year ended June 30, 2007, filed with the Securities
and Exchange Commission on August 24, 2007, and
incorporated herein by reference.)+10(l)
    
    Form of Indemnification Agreement. (Reference is
made to Exhibit 10(a) to the Companys Registration
Statement on Form S-1, as amended (Registration No.
33-95738), filed with the Securities and Exchange
Commission on August 14, 1995, and incorporated
herein by reference.) +10(m)
    
    Schedule identifying material details of
Indemnification Agreements substantially identical
to Exhibit 10(q). (Reference is made to Exhibit
10(i) to the Companys Annual Report on Form 10-K
for the year ended June 30, 2003, filed with the
Securities and Exchange Commission on September 15,
2003, and incorporated herein by reference.) +10(n)
    
    Confidentiality and Noncompetition Agreement, dated
May 7, 1999, between Peter J. Kight and the Company.
(Reference is made to Exhibit 10(j) to the Companys
Annual Report on Form 10-K for the year ended June
30, 2003, filed with the Securities and Exchange
Commission on September 15, 2003, and incorporated
herein by reference.)10(o)
    
    Noncompetition Agreement, dated February 11, 2003,
between Mark A. Johnson and the Company. (Reference
is made to Exhibit 10(k) to the Companys Annual
Report on Form 10-K for the year ended June 30,
2003, filed with the Securities and Exchange
Commission on September 15, 2003, and incorporated
herein by reference.)10(p)
    
    Confidentiality and Nonsolicitation Agreement, dated
February 11, 2003, between Mark A. Johnson and the
Company. (Reference is made to Exhibit 10(l) to the
Companys Annual Report on Form 10-K for the year
ended June 30, 2003, filed with the Securities and
Exchange Commission on September 15, 2003, and
incorporated herein by reference.)10(q)
    
    Executive Employment Agreement between the Company
and Peter J. Kight. (Reference is made to Exhibit
10(z) to the Companys Annual Report on Form 10-K
for the year ended June 30, 1997, filed with the
Securities and Exchange Commission on September 26,
1997, and incorporated herein by reference.) +10(r)
    
    CheckFree Corporation 2008 Incentive Compensation
Plan. (Reference is made to Exhibit 10.1 to the
Companys Current Report on Form 8-K dated July 25,
2007, filed with the Securities Exchange Commission
on July 31, 2007, and incorporated herein by
reference.) +
 43




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##### Table of Contents



ExhibitNumber
    
    Exhibit Description10(s)
    
    Description of Compensation Arrangements Approved by
the Compensation Committee of the Board of Directors
for the Companys Named Executive Officers in Fiscal
Year 2008 and for the Companys Non-Management
Directors in Fiscal Year 2008 (Reference is made to
Item 5.02 of the Companys Current Report on Form
8-K dated July 25, 2007, filed with the Securities
and Exchange Commission on July 31, 2007, and
incorporated herein by reference.)+10(t)
    
    Form of Retention Agreement dated as of July 27,
2007 between CheckFree Corporation and each of its
executive officers. (Reference is made to Exhibit
10.2 to the Companys Current Report on Form 8-K
dated July 25, 2007, filed with the Securities and
Exchange Commission on July 31, 2007, and
incorporated herein by reference.)+10(u)
    
    Form of Amendment to Retention Agreement dated as of
August 2, 2007 between CheckFree Corporation and
each of Peter J. Kight, David E. Mangum, Stephen E.
Olsen, Alex Hart, Jardon Bouska, Michael P. Gianoni
and Randal A. McCoy. (Reference is made to Exhibit
10.1 to the Companys Current Report on Form 8-K
dated August 2, 2007, filed with the Securities and
Exchange Commission on August 7, 2007, and
incorporated herein by reference.)+10(v)
    
    Letter Agreement, dated February 16, 2007, between
Matthew S. Lewis and CheckFree Services Corporation
(Reference is made to Exhibit 10(a) to the Companys
Current Report on Form 8-K dated February 15, 2007,
filed with the Securities and Exchange Commission on
February 22, 2007, and incorporated herein by
reference).+10(w)
    
    Individual Separation Agreement and General Release,
dated as of August 14, 2007, by and among CheckFree
Corporation, CheckFree Services Corporation and
Randal A. McCoy. (Reference is made to Exhibit
10(a) to the Companys Current Report on Form 8-K
dated August 14, 2007, filed with the Securities and
Exchange Commission on August 20, 2007, and
incorporated herein by reference.)+10(x)
    
    Master Agreement, dated August 5, 2003, among
Bastogne, Inc., CheckFree Services Corporation and
SunTrust Bank. (Reference is made to Exhibit 10(v)
to the Companys Annual Report on Form 10-K for the
year ended June 30, 2003, filed with the Securities
and Exchange Commission on September 15, 2003, and
incorporated herein by reference.)**10(y)
    
    Revolving Credit Agreement, dated April 13, 2006,
among CheckFree Corporation, CheckFree Services
Corporation and CheckFree Investment Corporation, as
Borrowers, the lenders from time to time party
thereto, SunTrust Bank, as Administrative Agent,
Bank of America, N.A., as Syndication Agent, and
KeyBank National Association, US Bank, National
Association, and Mizuho Corporate Bank, Ltd., as
Documentation Agents, SunTrust Capital Markets, Inc.
as Joint Lead Arranger and Sole Book Runner and Banc
of America Securities, LLC as Joint Lead Arranger.
(Reference is made to Exhibit 10.1 to the Companys
Current Report on Form 8-K filed with the Securities
and Exchange Commission on April 19, 2006, and
incorporated herein by reference.)10(z)
    
    Master Agreement, dated April 13, 2006, among
CheckFree Corporation, as Guarantor, and CheckFree
Services Corporation, as Lessee and Construction
Agent, SunTrust Bank, as Lessor, certain financial
institutions parties thereto, as Lenders, SunTrust
Equity Funding, LLC, as Agent and Sole Arranger, US
Bank, National Association, Mizuho Corporate Bank
(USA) and KeyBank National Association, each as
Co-Documentation Agents, and Bank of America, N.A.,
as Syndication Agent. (Reference is made to Exhibit
10.2 to the Companys Current Report on Form 8-K
filed with the Securities and Exchange Commission on
April 19, 2006, and incorporated herein by
reference.)10(aa)
    
    Master Lease Agreement, dated April 13, 2006,
between CheckFree Services Corporation, as Lessee,
and SunTrust Bank, as Lessor. (Reference is made to
Exhibit 10.3 to the Companys Current Report on Form
8-K filed with the Securities and Exchange
Commission on April 19, 2006, and incorporated
herein by reference.)
 44




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##### Table of Contents



ExhibitNumber
    
    Exhibit Description10(bb)
    
    Construction Agency Agreement, dated April 13, 2006,
between SunTrust Bank and CheckFree Services
Corporation, as Construction Agent. (Reference is
made to Exhibit 10.4 to the Companys Current Report
on Form 8-K filed with the Securities and Exchange
Commission on April 19, 2006, and incorporated
herein by reference.)10(cc)
    
    First Amendment to Master Agreement, dated April 13,
2006, among Bastogne, Inc., CheckFree Services
Corporation, CheckFree Corporation, and SunTrust
Bank. (Reference is made to Exhibit 10.5 to the
Companys Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 19,
2006, and incorporated herein by reference.)21
    
    Subsidiaries of the Company. (Reference is made to
Exhibit 21 to the Companys Annual Report on Form
10-K for the fiscal year ended June 30, 2007, filed
with the Securities and Exchange Commission on
August 24, 2007, and incorporated herein by
reference.)23
    
    Consent of Deloitte & Touche LLP. (Reference is made
to Exhibit 23 to the Companys Annual Report on Form
10-K for the fiscal year ended June 30, 2007, filed
with the Securities and Exchange Commission on
August 24, 2007, and incorporated herein by
reference.)24
    
    Power of Attorney. (Reference is made to Exhibit 24
to the Companys Annual Report on Form 10-K for the
fiscal year ended June 30, 2007, filed with the
Securities and Exchange Commission on August 24,
2007, and incorporated herein by reference.)31(a)
    
    Certification pursuant to Exchange Act Rules
13a-14(a) and 15d-14(a) of the Chief Executive
Officer.*31(b)
    
    Certification pursuant to Exchange Act Rules
13a-14(a) and 15d-14(a) of the Chief Financial
Officer.*32(a)
    
    Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, of the Chief Executive
Officer. (Reference is made to Exhibit 32(a) to the
Companys Annual Report on Form 10-K for the fiscal
year ended June 30, 2007, filed with the Securities
and Exchange Commission on August 24, 2007, and
incorporated herein by reference.)***32(b)
    
    Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, of the Chief Financial
Officer. (Reference is made to Exhibit 32(b) to the
Companys Annual Report on Form 10-K for the fiscal
year ended June 30, 2007, filed with the Securities
and Exchange Commission on August 24, 2007, and
incorporated herein by reference.)***
 
 *
    
    Filed with this report.**
    
    Portions of this Exhibit have been given confidential treatment by the Securities and Exchange Commission.***
    
    Furnished with this report.+
    
    Management contract or compensatory plan or arrangement required to be identified pursuant to Item 15(a)(3) of
this Annual Report on Form 10-K. (b)
    
    Exhibits.The exhibits to this report follow the Signature Page.(c)
    
    Financial Statement Schedules.The financial statement schedule is included in Item 8 of this Annual Report on Form 10-K.
 45




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##### Table of Contents



SIGNATURES
  CHECKFREE CORPORATIONDate: October 29, 2007
    By:
    /s/ David E. MangumDavid E. Mangum,Executive Vice President and
Chief Financial Officer  *Peter J. Kight
    
    Chairman of the Board and Chief Executive OfficerPeter J. Kight
    
    (Principal
Executive Officer)*David E. Mangum
    
    Executive Vice President and Chief Financial OfficerDavid E. Mangum
    
    (Principal
Financial Officer)*Samuel R. Schwartz
    
    Senior Vice President and Chief Accounting OfficerSamuel R. Schwartz
    
    (Principal
Accounting Officer)*William P. Boardman

William P. Boardman
    
    Director*C. Beth Cotner
    
    DirectorC. Beth Cotner*James D. Dixon
    
    DirectorJames D. Dixon*Mark A. Johnson
    
    DirectorMark A. Johnson*Eugene F. Quinn
    
    DirectorEugene F. Quinn*Jeffrey M. Wilkins
    
    DirectorJeffrey M. Wilkins
 *By:
    /s/ Curtis A. LovelandCurtis A. Loveland,Attorney-in-Fact




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Exhibit Description2(a)
    
    Agreement and Plan of Merger, dated August 2,
2007, among CheckFree Corporation, Fiserv,
Inc. and Braves Acquisition Corp. (Reference
is made to Exhibit 2.3 to the Quarterly Report
on Form 10-Q of Fiserv, Inc. (File No.
0-14948) for the period ended June 30, 2007,
filed with the Securities and Exchange
Commission on August 3, 2007, and incorporated
herein by reference.)2(b)
    
    Amended and Restated Strategic Alliance Master
Agreement, dated as of April 26, 2000, among
CheckFree Holdings Corporation, CheckFree
Services Corporation and Bank of America, N.A.
(Reference is made to Appendix A to the
Companys Proxy Statement for the Special
Meeting of Stockholders held on September 28,
2000, filed with the Securities and Exchange
Commission on August 25, 2000, and
incorporated herein by reference.)2(c)
    
    Agreement and Plan of Merger, dated December
29, 2006, among CheckFree Corporation, CFA
Software Corporation, and Carreker
Corporation. (Reference is made to Exhibit 2
to the Companys Current Report on Form 8-K
dated December 29, 2006, filed with the
Securities and Exchange Commission on January
3, 2007, and incorporated herein by
reference.)2(d)
    
    Agreement and Plan of Merger, dated February
13, 2007, among CheckFree Corporation, CF
Oregon, Inc., and Corillian Corporation.
(Reference is made to Exhibit 2 to the
Companys Current Report on Form 8-K dated
February 13, 2007, filed with the Securities
and Exchange Commission on February 14, 2007,
and incorporated herein by reference.)3(a)
    
    Amended and Restated Certificate of
Incorporation of the Company. (Reference is
made to Exhibit 4(e) to the Companys
Registration Statement on Form S-8
(Registration No. 333-50322), filed with the
Securities and Exchange Commission on November
20, 2000, and incorporated herein by
reference.)3(b)
    
    Certificate of Ownership and Merger Merging
CheckFree Corporation into CheckFree Holdings
Corporation. (Reference is made to Exhibit
3(b) to the Companys Annual Report on Form
10-K for the year ended June 30, 2000, filed
with the Securities and Exchange Commission on
September 26, 2000, and incorporated herein by
reference.)3(c)
    
    Amended and Restated By-Laws of the Company,
as of February 8, 2007. (Reference is made to
Exhibit 3 to the Companys Quarterly Report on
Form 10-Q for the quarterly period ended
December 31, 2006, filed with the Securities
and Exchange Commission on February 8, 2007,
and incorporated herein by reference.)3(d)
    
    Form of Specimen Stock Certificate. (Reference
is made to Exhibit 3(d) to the Companys
Annual Report on Form 10-K for the year ended
June 30, 2000, filed with the Securities and
Exchange Commission on September 26, 2000, and
incorporated herein by reference.)4(a)
    
    Articles FOURTH, FIFTH, SEVENTH, EIGHTH, TENTH
AND ELEVENTH of the Companys Amended and
Restated Certificate of Incorporation
(contained in the Companys Amended and
Restated Certificate of Incorporation filed as
Exhibit 3(a) hereto) and Articles II, III, IV,
VI and VIII of the Companys By-Laws
(contained in the Companys By-Laws filed as
Exhibit 3(c) hereto.)4(b)
    
    Rights Agreement, dated as of December 16,
1997, by and between the Company and The Fifth
Third Bank, as Rights Agent. (Reference is
made to Exhibit 4.1 to CheckFree Holdings
Corporations Registration Statement on Form
8-A (File No. 001-12721), filed with the
Securities and Exchange Commission on December
19, 1997, and incorporated herein by
reference.)4(c)
    
    Amendment No. 1 to the Rights Agreement, dated
as of February 5, 1999, between CheckFree
Holdings Corporation and The Fifth Third Bank,
as Rights Agent. (Reference is made to Exhibit
4.2 to Amendment No. 1 to the Companys
Registration Statement on Form 8-A (File No.
0-26802), filed with the Securities and
Exchange Commission on May 12, 1999, and
incorporated herein by reference.)




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##### Table of Contents



ExhibitNumber
    
    Exhibit Description4(d)
    
    Amendment No. 2 to the Rights Agreement, dated
as of September 30, 2000, between CheckFree
Corporation and The Fifth Third Bank, as
Rights Agent. (Reference is made to Exhibit
4.3 to Amendment No. 1 to the Companys
Registration Statement on Form 8-A (File No.
0-26802), filed with the Securities and
Exchange Commission on October 3, 2000, and
incorporated herein by reference.)4(e)
    
    Substitution of Successor Rights Agent and
Amendment No. 3 to the Rights Agreement, dated
as of January 25, 2002, between CheckFree
Corporation and Wells Fargo Bank Minnesota,
National Association, as Rights Agent.
(Reference is made to Exhibit 4.4 to Amendment
No. 3 to the Companys Registration Statement
on Form 8-A (File No. 0-26802), filed with the
Securities and Exchange Commission on January
29, 2002, and incorporated herein by
reference.)4(f)
    
    Amendment No. 4 to the Rights Agreement, dated
as of August 2, 2007, between CheckFree
Corporation and Wells Fargo Bank, National
Association, as Rights Agent. (Reference is
made to Exhibit 4.1 to the Companys Current
Report on Form 8-K dated August 2, 2007, filed
with the Securities and Exchange Commission on
August 7, 2007, and incorporated herein by
reference.)10(a)
    
    CheckFree Services Corporation 401(k) Plan
Adoption Agreement (restatement as of June 15,
2007). (Reference is made to Exhibit 10(a) to
the Companys Annual Report on Form 10-K for
the fiscal year ended June 30, 2007, filed
with the Securities and Exchange Commission on
August 24, 2007, and incorporated herein by
reference.)10(b)
    
    CheckFree Services Corporation Defined
Contribution Plan and Trust, sponsored by
SunTrust BankBasic Plan Document #02, June
2002 (Prototype plan for CheckFree Services
Corporation 401(k) Plan) (Reference is made to
Exhibit 10(b) to the Companys Quarterly
Report on Form 10-Q for the quarterly period
ended December 31, 2004, filed with the
Securities and Exchange Commission on February
8, 2005, and incorporated herein by
reference.)10(c)
    
    CheckFree Corporation 2006 Associate Stock
Purchase Plan (Reference is made to Exhibit
4(a) to the Companys Registration Statement
on Form S-8 (Registration No. 333-138845),
filed with the Securities and Exchange
Commission on November 20, 2006, and
incorporated herein by reference).10(d)
    
    CheckFree Corporation Amended and Restated
2002 Stock Incentive Plan. (Reference is made
to Exhibit 4(a) to the Companys Registration
Statement on Form S-8, as amended
(Registration No. 333-101280), filed with the
Securities and Exchange Commission on August
24, 2007 and incorporated herein by
reference.) +10(e)
    
    Form of Restricted Stock Award Agreement for
Non-Employee Directors under the Amended and
Restated 2002 Stock Incentive Plan. (Reference
is made to Exhibit 10(d) to the Companys
Quarterly Report on Form 10-Q for the
quarterly period ended December 31, 2004,
filed with the Securities and Exchange
Commission on February 8, 2005, and
incorporated herein by reference.)+10(f)
    
    Form of Performance Accelerated Restricted
Stock Award Agreement under the Amended and
Restated 2002 Stock Incentive Plan. (Reference
is made to Exhibit 10.3 to the Companys
Current Report on Form 8-K dated July 25,
2007, filed with the Securities and Exchange
Commission on July 31, 2007, and incorporated
herein by reference.)+10(g)
    
    Form of Restricted Stock Award Agreement under
the Amended and Restated 2002 Stock Incentive
Plan. (Reference is made to Exhibit 10(f) to
the Companys Quarterly Report on Form 10-Q
for the quarterly period ended December 31,
2004, filed with the Securities and Exchange
Commission on February 8, 2005, and
incorporated herein by reference.)+




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##### Table of Contents



ExhibitNumber
    
    Exhibit Description10(h)
    
    Form of Nonstatutory Stock Option Agreement
under the Amended and Restated 2002 Stock
Incentive Plan. (Reference is made to Exhibit
10(g) to the Companys Quarterly Report on
Form 10-Q for the quarterly period ended
December 31, 2004, filed with the Securities
and Exchange Commission on February 8, 2005,
and incorporated herein by reference.)+10(i)
    
    Form of Incentive Stock Option Agreement under
the Amended and Restated 2002 Stock Incentive
Plan. (Reference is made to Exhibit 10(h) to
the Companys Quarterly Report on Form 10-Q
for the quarterly period ended December 31,
2004, filed with the Securities and Exchange
Commission on February 8, 2005, and
incorporated herein by reference.) +10(j)
    
    CheckFree Corporation Third Amended and
Restated 1995 Stock Option Plan. (Reference is
made to Exhibit 4(d) to the Companys
Registration Statement on Form S-8, as amended
(Registration No. 333-50322), filed with the
Securities and Exchange Commission on November
20, 2000, and incorporated herein by
reference.) +10(k)
    
    CheckFree Corporation Amended and Restated
Nonqualified Deferred Compensation Plan, dated
July 26, 2007. (Reference is made to Exhibit
10(k) to the Companys Annual Report on Form
10-K for the fiscal year ended June 30, 2007,
filed with the Securities and Exchange
Commission on August 24, 2007, and
incorporated herein by reference.)+10(l)
    
    Form of Indemnification Agreement. (Reference
is made to Exhibit 10(a) to the Companys
Registration Statement on Form S-1, as amended
(Registration No. 33-95738), filed with the
Securities and Exchange Commission on August
14, 1995, and incorporated herein by
reference.) +10(m)
    
    Schedule identifying material details of
Indemnification Agreements substantially
identical to Exhibit 10(q). (Reference is made
to Exhibit 10(i) to the Companys Annual
Report on Form 10-K for the year ended June
30, 2003, filed with the Securities and
Exchange Commission on September 15, 2003, and
incorporated herein by reference.) +10(n)
    
    Confidentiality and Noncompetition Agreement,
dated May 7, 1999, between Peter J. Kight and
the Company. (Reference is made to Exhibit
10(j) to the Companys Annual Report on Form
10-K for the year ended June 30, 2003, filed
with the Securities and Exchange Commission on
September 15, 2003, and incorporated herein by
reference.)10(o)
    
    Noncompetition Agreement, dated February 11,
2003, between Mark A. Johnson and the Company.
(Reference is made to Exhibit 10(k) to the
Companys Annual Report on Form 10-K for the
year ended June 30, 2003, filed with the
Securities and Exchange Commission on
September 15, 2003, and incorporated herein by
reference.)10(p)
    
    Confidentiality and Nonsolicitation Agreement,
dated February 11, 2003, between Mark A.
Johnson and the Company. (Reference is made to
Exhibit 10(l) to the Companys Annual Report
on Form 10-K for the year ended June 30, 2003,
filed with the Securities and Exchange
Commission on September 15, 2003, and
incorporated herein by reference.)10(q)
    
    Executive Employment Agreement between the
Company and Peter J. Kight. (Reference is made
to Exhibit 10(z) to the Companys Annual
Report on Form 10-K for the year ended June
30, 1997, filed with the Securities and
Exchange Commission on September 26, 1997, and
incorporated herein by reference.) +10(r)
    
    CheckFree Corporation 2008 Incentive
Compensation Plan. (Reference is made to
Exhibit 10.1 to the Companys Current Report
on Form 8-K dated July 25, 2007, filed with
the Securities Exchange Commission on July 31,
2007, and incorporated herein by reference.) +




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##### Table of Contents



ExhibitNumber
    
    Exhibit Description10(s)
    
    Description of Compensation Arrangements
Approved by the Compensation Committee of the
Board of Directors for the Companys Named
Executive Officers in Fiscal Year 2008 and for
the Companys Non-Management Directors in
Fiscal Year 2008 (Reference is made to Item
5.02 of the Companys Current Report on Form
8-K dated July 25, 2007, filed with the
Securities and Exchange Commission on July 31,
2007, and incorporated herein by reference.)+10(t)
    
    Form of Retention Agreement dated as of July
27, 2007 between CheckFree Corporation and
each of its executive officers. (Reference is
made to Exhibit 10.2 to the Companys Current
Report on Form 8-K dated July 25, 2007, filed
with the Securities and Exchange Commission on
July 31, 2007, and incorporated herein by
reference.)+10(u)
    
    Form of Amendment to Retention Agreement dated
as of August 2, 2007 between CheckFree
Corporation and each of Peter J. Kight, David
E. Mangum, Stephen E. Olsen, Alex Hart, Jardon
Bouska, Michael P. Gianoni and Randal A.
McCoy. (Reference is made to Exhibit 10.1 to
the Companys Current Report on Form 8-K dated
August 2, 2007, filed with the Securities and
Exchange Commission on August 7, 2007, and
incorporated herein by reference.)+10(v)
    
    Letter Agreement, dated February 16, 2007,
between Matthew S. Lewis and CheckFree
Services Corporation (Reference is made to
Exhibit 10(a) to the Companys Current Report
on Form 8-K dated February 15, 2007, filed
with the Securities and Exchange Commission on
February 22, 2007, and incorporated herein by
reference).+10(w)
    
    Individual Separation Agreement and General
Release, dated as of August 14, 2007, by and
among CheckFree Corporation, CheckFree
Services Corporation and Randal A. McCoy.
(Reference is made to Exhibit 10(a) to the
Companys Current Report on Form 8-K dated
August 14, 2007, filed with the Securities and
Exchange Commission on August 20, 2007, and
incorporated herein by reference.)+10(x)
    
    Master Agreement, dated August 5, 2003, among
Bastogne, Inc., CheckFree Services Corporation
and SunTrust Bank. (Reference is made to
Exhibit 10(v) to the Companys Annual Report
on Form 10-K for the year ended June 30, 2003,
filed with the Securities and Exchange
Commission on September 15, 2003, and
incorporated herein by reference.)**10(y)
    
    Revolving Credit Agreement, dated April 13,
2006, among CheckFree Corporation, CheckFree
Services Corporation and CheckFree Investment
Corporation, as Borrowers, the lenders from
time to time party thereto, SunTrust Bank, as
Administrative Agent, Bank of America, N.A.,
as Syndication Agent, and KeyBank National
Association, US Bank, National Association,
and Mizuho Corporate Bank, Ltd., as
Documentation Agents, SunTrust Capital
Markets, Inc. as Joint Lead Arranger and Sole
Book Runner and Banc of America Securities,
LLC as Joint Lead Arranger. (Reference is made
to Exhibit 10.1 to the Companys Current
Report on Form 8-K filed with the Securities
and Exchange Commission on April 19, 2006, and
incorporated herein by reference.)10(z)
    
    Master Agreement, dated April 13, 2006, among
CheckFree Corporation, as Guarantor, and
CheckFree Services Corporation, as Lessee and
Construction Agent, SunTrust Bank, as Lessor,
certain financial institutions parties
thereto, as Lenders, SunTrust Equity Funding,
LLC, as Agent and Sole Arranger, US Bank,
National Association, Mizuho Corporate Bank
(USA) and KeyBank National Association, each
as Co-Documentation Agents, and Bank of
America, N.A., as Syndication Agent.
(Reference is made to Exhibit 10.2 to the
Companys Current Report on Form 8-K filed
with the Securities and Exchange Commission on
April 19, 2006, and incorporated herein by
reference.)10(aa)
    
    Master Lease Agreement, dated April 13, 2006,
between CheckFree Services Corporation, as
Lessee, and SunTrust Bank, as Lessor.
(Reference is made to Exhibit 10.3 to the
Companys Current Report on Form 8-K filed
with the Securities and Exchange Commission on
April 19, 2006, and incorporated herein by
reference.)




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##### Table of Contents



ExhibitNumber
    
    Exhibit Description10(bb)
    
    Construction Agency Agreement, dated April 13,
2006, between SunTrust Bank and CheckFree
Services Corporation, as Construction Agent.
(Reference is made to Exhibit 10.4 to the
Companys Current Report on Form 8-K filed
with the Securities and Exchange Commission on
April 19, 2006, and incorporated herein by
reference.)10(cc)
    
    First Amendment to Master Agreement, dated
April 13, 2006, among Bastogne, Inc.,
CheckFree Services Corporation, CheckFree
Corporation, and SunTrust Bank. (Reference is
made to Exhibit 10.5 to the Companys Current
Report on Form 8-K filed with the Securities
and Exchange Commission on April 19, 2006, and
incorporated herein by reference.)21
    
    Subsidiaries of the Company. (Reference is
made to Exhibit 21 to the Companys Annual
Report on Form 10-K for the fiscal year ended
June 30, 2007, filed with the Securities and
Exchange Commission on August 24, 2007, and
incorporated herein by reference.)23
    
    Consent of Deloitte & Touche LLP. (Reference
is made to Exhibit 23 to the Companys Annual
Report on Form 10-K for the fiscal year ended
June 30, 2007, filed with the Securities and
Exchange Commission on August 24, 2007, and
incorporated herein by reference.)24
    
    Power of Attorney. (Reference is made to
Exhibit 24 to the Companys Annual Report on
Form 10-K for the fiscal year ended June 30,
2007, filed with the Securities and Exchange
Commission on August 24, 2007, and
incorporated herein by reference.)31(a)
    
    Certification pursuant to Exchange Act Rules
13a-14(a) and 15d-14(a) of the Chief Executive
Officer.*31(b)
    
    Certification pursuant to Exchange Act Rules
13a-14(a) and 15d-14(a) of the Chief Financial
Officer.*32(a)
    
    Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, of the Chief
Executive Officer. (Reference is made to
Exhibit 32(a) to the Companys Annual Report
on Form 10-K for the fiscal year ended June
30, 2007, filed with the Securities and
Exchange Commission on August 24, 2007, and
incorporated herein by reference.)***32(b)
    
    Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, of the Chief
Financial Officer. (Reference is made to
Exhibit 32(b) to the Companys Annual Report
on Form 10-K for the fiscal year ended June
30, 2007, filed with the Securities and
Exchange Commission on August 24, 2007, and
incorporated herein by reference.)***
 
 *
    
    Filed with this report.**
    
    Portions of this Exhibit have been given confidential treatment by
the Securities and Exchange Commission.***
    
    Furnished with this report.+
    
    Management contract or compensatory plan or arrangement required
to be identified pursuant to Item 15(a)(3) of this Annual Report
on Form 10-K.