EX-10.5








Exhibit 10.5



2004 Executive Stock Incentive Plan


Performance-Based Restricted Stock Unit Award



Reynolds and Reynolds (Canada) Limited (the “Company”), hereby awards to Recipient this
Performance-Based Restricted Stock Unit effective as of the Award Date. This award is subject to
all of the terms and conditions of this Performance-Based Restricted Stock Unit and The Reynolds
and Reynolds Company 2004 Executive Stock Incentive Plan (the “Plan”). Unless otherwise specified,
capitalized terms have the meanings specified in the Plan. The terms and conditions of the Plan are
incorporated by reference and govern except to the extent that this Performance-Based Restricted
Stock Unit provides otherwise.




Recipient Name:




Award Date:




Vest Date:




Award Number:




Award Shares:



Shares of The Reynolds and Reynolds Company
subject to current Performance-Based Restricted
Stock Unit (“Award Shares”)



Future



Award Shares:



Shares of The Reynolds and Reynolds Company
subject to future Performance-Based Restricted
Stock Unit (“Future Award Shares”)



By accepting this Performance-Based Restricted Stock Unit, Recipient acknowledges receipt of
a copy of the Plan. Recipient represents that Recipient has read and understands the terms of the
Plan and this Performance-Based Restricted Stock Unit, and accepts this Performance-Based
Restricted Stock Unit subject to all such terms and conditions. Recipient also acknowledges that
he or she should consult a tax advisor regarding the tax aspects of this Performance-Based
Restricted Stock Unit and that Recipient is not relying on the Company for any opinion or advice
as to personal tax implications of this Performance-Based Restricted Stock Unit Award.



For all purposes of this Performance-Based Restricted Stock Unit Award, the Performance Period
shall mean the period beginning on October 1, 200   and ending on September 30, 200_.



Recipient acknowledges that the Award Shares and Future Award Shares are subject to tax and that
the number of Award Shares and Future Award Shares actually received by Recipient will be reduced
on account of the Recipient’s tax liability.



IN WITNESS WHEREOF, this Performance-Based Restricted Stock Unit has been executed by the Company
to be effective as of the Award Date specified hereon.



REYNOLDS AND REYNOLDS (CANADA) LIMITED



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Terms and Conditions




	 	1.	 	Terms and Provisions of Performance-Based Restricted Stock Unit. Under the authority of the
Plan, as of the Award Date, the Company has awarded to the Recipient the Performance-Based
Restricted Stock Unit, which represents a contingent entitlement of the Recipient to the Award
Shares and Future Award Shares subject to the following conditions:






a. Award of Units Subject to Performance.




	 	i.	 	Service for Entire Performance Period. If the Recipient remains employed
by The Reynolds and Reynolds Company and/or a Subsidiary through the vest date,
then, as of the vest date, a percentage of the Performance-Based Restricted Stock
Units that is determined based upon a comparison of the Revenue Growth of the
Standard & Poor’s MidCap 400 companies during the Performance Period with the
Revenue Growth of The Reynolds and Reynolds Company during the Performance Period
(as described in Section 4) shall vest and the Recipient shall be entitled to
receive such Performance-Based Restricted Stock Units. All other Performance-Based
Restricted Stock Units awarded pursuant to this subsection shall be forfeited.






	 	ii.	 	Performance Criteria. If for the Performance Period the Revenue Growth
of the The Reynolds and Reynolds Company expressed as a percentage of increase
places it at or below the 25th percentile of revenue growth of the companies as
reflected on the Index, then none of the Performance-Based Restricted Stock Units
will vest and all shall be forfeited. If the Revenue Growth places it above the 25th
percentile, then the number of Performance-Based Restricted Stock Units earned by
Recipient will be equal to the product of (a) four percent (4%) multiplied by (b)
the nearest whole number of percentage points by which Revenue Growth places The
Reynolds and Reynolds Company above the 25th percentile multiplied by (c) the number
of Performance-Based Restricted Stock Units, up to a maximum payout of 100% of the
Performance-Based Restricted Stock Units.






The foregoing is illustrated by the following example: Assume that for the Performance
Period, the Revenue Growth of The Reynolds and Reynolds Company when compared to
revenue growth of other companies on the Index, places The Reynolds and Reynolds
Company at the 40% percentile. In such circumstances, the Recipient would be entitled
to receive 60% of the number of Performance-Based Restricted Stock Units determined as
follows:




	 	1.	 	Number of percentage points in excess of the 25th percentile = 15
[40th — 25th = 15]






2. 15 x 4% = 60%




	 	iii.	 	Intervening Qualifying Events. If the Recipient ceases to be employed by
The Reynolds and Reynolds Company and/or a Subsidiary prior to the vest date because
of a Qualifying Event, then, as of the date on which the Qualifying Event occurs,
the Recipient shall be entitled to receive the number of Units based upon a payout
that is determined by using the same formula described in the preceding section, but
comparing the Revenue Growth of The Reynolds and Reynolds Company using The Reynolds
and Reynolds Company’s most recently available quarterly results compared to the
revenue growth of companies on the Index for the same period.






The foregoing is illustrated by the following example: Assume that two years into the
Performance Period the Recipient dies. On the date of Recipient’s death, the most
recently published quarterly figures for The Reynolds and Reynolds Company place its
Revenue Growth in the 30th percentile of companies on the Index for the same
period. Therefore, the Recipient’s estate will be entitled to receive twenty percent
(20%) of Performance-Based Restricted Stock Units determined as follows:




	 	1.	 	Number of percentage points in excess of 25th percentile = 5
[30th-25th = 5]






2. 5x4%= 20%




	 	iv.	 	Other Termination of Employment. If the Recipient ceases to be employed
by The Reynolds and Reynolds Company and/or a Subsidiary prior to the vest date for
any reason other than a Qualifying Event, then, as of the date on which the
Recipient’s employment terminates, all Performance-Based Restricted Stock Units
shall immediately be forfeited.






	 	b.	 	Future Award of Units Subject to Performance. The Recipient may be awarded
additional Performance-Based Restricted Stock Units following the end of the Performance
Period in accordance with the following terms and provisions:






	 	i.	 	Service. If the Recipient remains employed by The Reynolds and Reynolds
Company and/or a Subsidiary through the vest date, then as of the vest date, the
Recipient may be issued additional Performance-Based Restricted Stock Units
determined based upon a comparison of the Revenue Growth of the Standard & Poor’s
MidCap 400 companies during the Performance Period with the Revenue Growth of The
Reynolds and Reynolds Company during the Performance Period (as described in Section
4).






	 	ii.	 	Performance Criteria. If the Revenue Growth of the The Reynolds and
Reynolds Company expressed as a percentage of increase places it at or below the
50th percentile of revenue growth of the companies as reflected on the Index, then
none of future Performance-Based Restricted Stock Units will be issued. If the
Revenue Growth places it above the 50th percentile, then the number of future
Performance-Based Restricted Stock Units issued to Recipient will be equal to the
product of (a) four percent (4%) multiplied by (b) the nearest whole number of
percentage points by which Revenue Growth places The Reynolds and Reynolds Company
above the 50th percentile multiplied by (c) the number of Performance-Based
Restricted Stock Units, up to a maximum payout of 100% of the future
Performance-Based Restricted Stock Units. The foregoing is illustrated by the
following example: Assume that as of the last day of the Performance Period, the
revenue Growth of The Reynolds and Reynolds Company when compared to revenue growth
of other companies of the Index, places The Reynolds and Reynolds Company at the
70th percentile. In such circumstances, the Recipient would be entitled to receive
80% of the number of Future Award Units determined as follows:






	 	1.	 	Number of percentage points in excess of the 50th percentile = 20
[70th — 50th = 20]






2. 20 x 4% = 80%




	 	iii.	 	Termination of Employment within Performance Period. If the Recipient
ceases to be employed by The Reynolds and Reynolds Company and/or a Subsidiary
during the Performance Period for any reason (including by reason of a Qualifying
Event with respect to such Recipient), then the Recipient shall not be issued or
receive any future Performance-Based Restricted Stock Units.






	 	c.	 	Voting, Dividend and Other Rights, Restrictions and Limitations. Except as
otherwise provided in this Performance-Based Restricted Stock Unit, the terms of the Plan
shall control as to voting, dividends and other rights, restrictions and limitations.
Recipient will not entitled to voting rights, but will receive a cash payment equivalent
to any declared dividend on the common stock of The Reynolds and Reynolds Company.






	 	2.	 	Tax Consequences. Upon exchange and receipt of Award Shares and Future Award Shares, the
full fair market value of the Award Shares and Future Award Shares will be reported by the
Company as employment income to the Recipient. The Company will withhold tax and other amounts
required by law to be withheld in respect of this income. Such withholding will reduce the
number of Award Shares and Future Award Shares received by the Recipient. Recipients should
consult a tax advisor with respect to the tax treatment of holding and disposing of Award
Shares and Future Award Shares.






	 	3.	 	Interpretation. Any dispute regarding the interpretation of this Performance-Based
Restricted Stock Unit shall be submitted to the Board or the Committee, which shall review
such dispute in accordance with the Plan. The resolution of such a dispute by the Board or
Committee shall be final and binding on the Company and Recipient.






	 	4.	 	Revenue Growth and Percentile of Peer Group. For purposes of this Performance-Based
Restricted Stock Unit, the term “Revenue Growth” as to The Reynolds and Reynolds Company means
the cumulative annual revenue growth for The Reynolds and Reynolds Company during the
Performance Period as determined by The Reynolds and Reynolds Company’s accountants or other
advisors in good faith in their sole and absolute discretion consistently with the methodology
used in computing revenue growth for companies on the Index. As to companies on the “Index”,
Revenue Growth shall be the cumulative annual revenue growth of companies in the Standard &
Poor’s MidCap 400 index during the Performance Period or, if the Index is discontinued, such
other index or comparison group of companies as the Board or Committee shall specify. In
determining the percentile of revenue growth of the companies as reflected on the Index, a
fraction of a percentile between .1 and .4 will be rounded downwards and a fraction of a
percentile between .5 and .9 will be rounded upwards. For example, a percentile of 25.2 will
be rounded downwards to 25.






	 	5.	 	Entire Agreement and Other Matters. The Plan is incorporated herein by this reference. This
Performance-Based Restricted Stock Unit and the Plan constitute the entire agreement of the
parties hereto. This Performance-Based Restricted Stock Unit and all rights and awards
hereunder are void ab initio unless the Recipient agrees to be bound by all terms and
provisions of this award and the Plan.






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