EX-10.2








Exhibit 10.2



2004 Executive Stock Incentive Plan


Time-Based Restricted Stock Award



The Reynolds and Reynolds Company, an Ohio corporation (the “Company”), hereby awards to the
Recipient this Time-Based Restricted Stock Award effective as of the Award Date. This award is
subject to all of the terms and conditions of this Time-Based Restricted Stock Award 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 Time-Based
Restricted Stock Award provides otherwise.




Recipient Name:




Award Date:




Vest Date:




Award Number:




Award Shares:



Shares subject to Time-Based Restricted


Stock Award (“Award Shares”)



By accepting this Time-Based Restricted Stock Award and any shares of common stock of the
Company (the “Common Stock”) issued pursuant to this Time-Based Restricted Stock Award, Recipient
acknowledges receipt of a copy of the Plan. Recipient represents that Recipient has read and
understands the terms of the Plan and this Time-Based Restricted Stock Award, and accepts this
Time-Based Restricted Stock Award 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
Time-Based Restricted Stock Award and that Recipient is not relying on the Company for any opinion
or advice as to personal tax implications of this Time-Based Restricted Stock Award.



For all purposes of this Time-Based Restricted Stock Award, the Restriction Period shall mean the
period beginning on the Award Date and ending on [MERGE – VEST DATE].



By the acceptance of this Time-Based Restricted Stock Award, and as consideration for the receipt
of the Award Shares, recipient agrees to appoint a company nominee[s] as his/her irrevocable proxy
to vote, in the nominee[s]’ discretion, all Award Shares at the annual meeting of shareholders and
at any other meetings at which shareholders are entitled to vote. The Company will provide
appropriate means to effect this appointment. If Recipient fails to so appoint a proxy within a
reasonable time as specified by the Company, this Time-Based Restricted Stock Award shall become
null and void.



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



THE REYNOLDS AND REYNOLDS COMPANY



By:   



Terms and Conditions




	 	1.	 	Terms and Provisions of Time-Based Restricted Stock Award. Under the authority of the Plan,
as of the Award Date, the Company has awarded to the Recipient the Award Shares subject to the
following forfeiture restrictions based upon the continuous service of the Recipient during
the Restriction Period.






	 	a.	 	Immediate Award of Shares Subject to Service. As of the Award Date, the Recipient is
hereby awarded the Award Shares subject to the following forfeiture restrictions:






	 	i.	 	Service. If the Recipient remains on the Board of Directors of the Company
during the Restriction Period, then all of the Award Shares shall vest and shall be
released from any possibility of forfeiture following the end of the Restriction
Period and Recipient shall receive such Shares free of such restrictions.






	 	ii.	 	Intervening Qualifying Events. If the Recipient does not remain on the Board
of Directors of the Company during the Restriction Period because of a Qualifying
Event, then, as of the date on which such Qualifying Event occurs all such Shares
shall vest and shall be released from being subject to any possibility of forfeiture
and Recipient shall receive such Shares free of such restrictions.






	 	b.	 	Voting, Dividend, and Other Rights, Restrictions and Limitations. By acceptance of
this Time-Based Restricted Stock Award and as consideration for the receipt of the Award
Shares, Recipient agrees to appoint a company nominee[s] as his/her irrevocable proxy to
vote, in the nominee[s]’ discretion, all Award Shares at the annual meeting of shareholders
and at any other meetings at which shareholders are entitled to vote. Except as otherwise
provided in this Time-Based Restricted Stock Award, the terms of the Plan shall control as
to voting, dividends and other rights, restrictions and limitations. Recipient
acknowledges and agrees that the Company will pay dividends on the Award Shares.






	 	2.	 	Tax Consequences. RECIPIENT UNDERSTANDS THAT THE AWARD OF RESTRICTED STOCK, THE SALE OF
RESTRICTED STOCK, AND THE ISSUANCE OF COMMON STOCK, MAY HAVE TAX IMPLICATIONS THAT COULD
RESULT IN ADVERSE TAX CONSEQUENCES TO RECIPIENT. RECIPIENT REPRESENTS THAT RECIPIENT SHOULD
CONSULT A TAX ADVISOR; RECIPIENT FURTHER ACKNOWLEDGES THAT HE OR SHE IS NOT RELYING ON THE
COMPANY FOR ANY TAX, FINANCIAL OR LEGAL ADVICE; AND IT IS SPECIFICALLY UNDERSTOOD BY THE
RECIPIENT THAT NO REPRESENTATIONS ARE MADE AS TO ANY PARTICULAR TAX TREATMENT WITH RESPECT TO
THIS AWARD.






	 	3.	 	Interpretation. Any dispute regarding the interpretation of this Time-Based Restricted Stock
Award 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 the Recipient.






	 	4.	 	Entire Agreement and Other Matters. The Plan is incorporated herein by this reference. This
Time-Based Restricted Stock Award and the Plan constitute the entire agreement of the parties
hereto. This Time-Based Restricted Stock Award 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.






	 	5.	 	Fractional Shares. If any calculation of Common Stock to be awarded or to be forfeited or to
be released from restrictions or limitations would result in a fraction, any fraction of 0.5
or greater will be rounded to one, and any fraction of less than 0.5 will be rounded to zero.