EX-10.6








Exhibit 10.6



2004 Executive Stock Incentive Plan


Time-Based Restricted Stock Unit Award



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




Recipient Name:




Award Date:




Vest Date:




Award Number:




Award Shares:



Shares subject to Time-Based Restricted


Stock Unit (“Award Shares”)



By accepting this Restricted Stock Unit and any Award Shares issued pursuant to this
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 Restricted Stock Unit, and
accepts this 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
Restricted Stock Unit and that Recipient is not relying on the Company for any opinion or advice as
to personal tax implications of this Restricted Stock Unit.



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



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



IN WITNESS WHEREOF, this 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 Restricted Stock Unit. Under the authority of the Plan, as of
the Award Date, the Company has awarded to the Recipient the Restricted Stock Unit, which
represents a contingent entitlement of the Recipient to the Award Shares subject to the
following conditions based upon the continuous service of the Recipient during the
Restriction Period:






	 	a.	 	Service. If the Recipient remains on the Board of Directors of The
Reynolds and Reynolds Company during the Restriction Period, then all of the
Restricted Stock Units shall vest following the end of the Restriction Period.






	 	b.	 	Intervening Qualifying Events. If the Recipient does not remain on the
Board of Directors of The Reynolds and Reynolds Company during the Restriction
Period because of a Qualifying Event, then, as of the date on which such Qualifying
Event occurs all Restricted Stock Units shall vest,






	 	c.	 	Voting, Dividend & Other Rights, Restrictions & Limitations. Except as
otherwise provided in this Restricted Stock Unit the terms of the Plan shall
control as to voting, dividends and other rights, restrictions and limitations.
Recipients will not be 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, the full fair market
value of the 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 received
by the Recipient. Recipients should consult a tax advisor with respect to the tax treatment
of holding and disposing of Award Shares.






	 	3.	 	Interpretation. Any dispute regarding the interpretation of this 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.	 	Entire Agreement and Other Matters. The Plan is incorporated herein by this reference.
This Restricted Stock Unit and the Plan constitute the entire agreement of the parties
hereto. This 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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